Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2021 | |
Document and Entity Information | |
Document Type | S-4/A |
Entity Registrant Name | Mountain Crest Acquisition Corp II |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001832415 |
Amendment Flag | true |
Amendment Description | Amendment No. 2 |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET - USD ($) | Mar. 31, 2021 | Jan. 14, 2021 | Jan. 12, 2021 | Dec. 31, 2020 | Jul. 31, 2020 |
Current Assets | |||||
Cash | $ 392,903 | $ 7,500,000 | $ 24,764 | ||
Prepaid expenses | 128,219 | ||||
Total Current Assets | 521,122 | 24,764 | |||
Deferred offering costs | 0 | 61,894 | |||
Marketable securities held in Trust Account | 57,503,797 | ||||
Total Assets | 58,024,919 | 86,658 | |||
Current Liabilities | |||||
Accrued expenses | 68,333 | 1,450 | |||
Promissory note - related party | 61,894 | ||||
Total Current Liabilities | 68,333 | 63,344 | |||
Deferred underwriting fee payable | 2,012,500 | $ 1,750,000 | 1,725,000 | ||
Total Liabilities | 2,080,833 | 63,344 | |||
Commitments | |||||
Common stock subject to possible redemption 5,094,072 shares at redemption value at March 31, 2021 | 50,944,084 | 43,854,220 | |||
Stockholders' Equity | |||||
Common stock, $0.0001 par value; 30,000,000 shares authorized, and 2,463,428 and 1,437,500 shares issued and outstanding as of March 31, 2021 and December 31, 2020 (excluding 5,094,072 and 0 shares subject to possible redemption at March 31, 2021 and December 31, 2020), respectively | 246 | 241 | 144 | ||
Additional paid in capital | 5,149,077 | $ 5,001,446 | 24,856 | ||
Accumulated deficit | (149,321) | (1,686) | |||
Total Stockholders' Equity | 5,000,002 | 23,314 | $ 0 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 58,024,919 | $ 86,658 |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 30,000,000 | 5,000,000 |
Common shares, shares issued | 2,463,428 | 1,437,500 |
Common shares, shares outstanding | 2,463,428 | 1,437,500 |
Maximum shares subject to forfeiture | 187,500 | |
Temporary equity, shares outstanding | 5,094,072 | 0 |
Over-allotment option | ||
Maximum shares subject to forfeiture | 187,500 | |
Common stock subject to redemption | ||
Temporary equity, shares outstanding | 5,094,072 | 0 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 5 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Formation and operational costs | $ 151,432 | $ 1,686 | |
Loss from operations | (151,432) | ||
Other income: | |||
Interest earned on marketable securities held in Trust Account | 252 | ||
Unrealized gain on marketable securities held in Trust Account | 3,545 | ||
Other income, net | 3,797 | ||
Net loss | $ (147,635) | $ (1,686) | $ (1,686) |
Basic and diluted weighted average shares outstanding | 2,310,301 | ||
Basic and diluted net income per share | $ (0.06) | ||
Class A Common Stock Subject to Redemption | |||
Other income: | |||
Basic and diluted weighted average shares outstanding | 5,090,614 | 1,250,000 | |
Basic and diluted net income per share | $ 0 | ||
Class A Common Stock Not Subject to Redemption | |||
Other income: | |||
Basic and diluted weighted average shares outstanding | 2,310,301 | ||
Basic and diluted net income per share | $ (0.06) | $ 0 |
CONDENSED STATEMENTS OF OPERA_2
CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - shares | Mar. 31, 2021 | Dec. 31, 2020 |
Temporary equity, shares outstanding | 5,094,072 | 0 |
Maximum shares subject to forfeiture | 187,500 | |
Over-allotment option | ||
Maximum shares subject to forfeiture | 187,500 |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Jul. 31, 2020 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at Jul. 31, 2020 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of Representative Shares | $ 144 | 24,856 | 25,000 | |
Issuance of Representative Shares (in shares) | 1,437,500 | |||
Net loss | (1,686) | (1,686) | ||
Balance at the end at Dec. 31, 2020 | $ 144 | 24,856 | (1,686) | 23,314 |
Balance at the end (in shares) at Dec. 31, 2020 | 1,437,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses | $ 575 | 52,367,832 | $ 52,368,407 | |
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 5,750,000 | 5,750,000 | ||
Sale of 200000 Private Placement Units | $ 20 | 1,999,980 | $ 2,000,000 | |
Sale of 200,000 Private Placement Units (in shares) | 200,000 | 200,000 | ||
Issuance of Representative Shares | $ 17 | 1,699,983 | $ 1,700,000 | |
Issuance of Representative Shares (in shares) | 170,000 | |||
Common stock subject to possible redemption | $ (510) | (50,943,574) | (50,944,084) | |
Common stock subject to possible redemption (in shares) | (5,094,072) | |||
Net loss | (147,635) | (147,635) | ||
Balance at the end at Mar. 31, 2021 | $ 246 | $ 5,149,077 | $ (149,321) | $ 5,000,002 |
Balance at the end (in shares) at Mar. 31, 2021 | 2,463,428 |
CONDENSED STATEMENT OF CHANGE_2
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - shares | Jan. 14, 2021 | Jan. 12, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Sale of Units, net of underwriting discounts and offering expenses (in shares) | 5,750,000 | |||
Sale of Private Placement Units (in shares) | 200,000 | |||
Maximum shares subject to forfeiture | 187,500 | |||
Over-allotment option | ||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | 750,000 | |||
Maximum shares subject to forfeiture | 187,500 | |||
Private Placement | ||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | 15,000 | 185,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | 5 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | |||
Net loss | $ (147,635) | $ (1,686) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Interest earned on marketable securities held in Trust Account | (252) | ||
Unrealized gain on marketable securities held in Trust Account | (3,545) | ||
Changes in operating assets and liabilities: | |||
Prepaid expenses | (128,219) | ||
Accrued expenses | 66,883 | 1,450 | |
Net cash used in operating activities | (212,768) | (236) | |
Cash Flows from Investing Activities: | |||
Investment of cash into Trust Account | (57,500,000) | ||
Net cash used in investing activities | (57,500,000) | ||
Cash Flows from Financing Activities: | |||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | ||
Proceeds from sale of Units, net of underwriting discounts paid | 56,350,000 | ||
Proceeds from sale of Private Placement Units | 2,000,000 | ||
Proceeds from promissory note - related party | 61,894 | ||
Repayment of promissory note - related party | (61,894) | ||
Payment of offering costs | (207,199) | (61,894) | |
Net cash provided by financing activities | 58,080,907 | 25,000 | |
Net Change in Cash | 368,139 | 24,764 | |
Cash - Beginning of period | 24,764 | ||
Cash - End of period | 392,903 | $ 24,764 | $ 24,764 |
Non-cash investing and financing activities: | |||
Issuance of Representative Shares | 1,700,000 | $ 25,000 | |
Initial classification of common stock subject to possible redemption | 51,091,720 | ||
Change in value of common stock subject to possible redemption | (147,636) | ||
Deferred underwriting fee payable | $ 2,012,500 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Mountain Crest Acquisition Corp. II (the “Company”) was incorporated in Delaware on July 31, 2020. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, reorganization or other similar business transaction with one or more businesses that the Company has not yet identified (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, though it is the Company’s intention to pursue prospective targets in North America. 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 and 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 statement for the Company’s Initial Public Offering was declared effective on January 7, 2021. On January 12, 2021, the Company consummated the Initial Public Offering of 5,000,000 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 $50,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 185,000 units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to Mountain Crest Capital LLC (the “Sponsor”) and Chardan Capital Markets, LLC (“Chardan”), generating gross proceeds of $1,850,000, which is described in Note 5. Following the closing of the Initial Public Offering on January 12, 2021, an amount of $50,000,000 ($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 Units was placed in a trust account (the “Trust Account”), of which $500,000 was deposited on January 13, 2021, and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of 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 as described below. On January 14, 2021, the underwriters fully exercised their over-allotment option, resulting in an additional 750,000 Units issued for an aggregate amount of $7,500,000. In connection with the underwriters’ full exercise of their over-allotment option, the Company also consummated the sale of an additional 15,000 Private Units at $10.00 per Private Unit, generating total proceeds of $7,650,000. A total of $7,500,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $57,500,000. Transaction costs amounted to $5,131,593 consisting of $1,150,000 of underwriting fees, $2,012,500 of deferred underwriting fees and $1,969,093 of other offering costs. As a result of the underwriters’ election to fully exercise their over-allotment option, a total of 187,500 Founder Shares are no longer subject to forfeiture. 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 Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and net of amounts previously released to the Company to pay its tax obligations) at the time of the signing of an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination 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. There is no assurance that the Company will be able to successfully effect a Business Combination. 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 stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per 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). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commission the Company will pay to the underwriters (as discussed in Note 7). 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 outstanding 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, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC 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 other 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, the Company’s Sponsor has agreed to (a) vote its Founder Shares (as defined in Note 6), Private Shares (as defined in Note 5) and any Public Shares held by it in favor of a Business Combination and (b) not to redeem any shares in connection with a stockholder vote to approve a Business Combination or sell any such 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. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed to (i) waive its redemption rights with respect to Founder Shares, Private Shares and any Public Shares it may acquire during or after the Initial Public Offering in connection with the consummation of a Business Combination and (ii) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders an opportunity to redeem their Public Shares in conjunction with any such amendment. However, the Sponsor will be entitled to liquidating distributions with respect to any Public Shares acquired if the Company fails to consummate a Business Combination or liquidates within the Combination Period (defined below). The Company has until October 12, 2021 (or until April 12, 2022 if the Company has executed a definitive agreement for a Business Combination by October 12, 2021 but has not completed the Business Combination within such 9-month period) to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination by October 12, 2021, and the Company has not entered into a definitive agreement for a Business Combination by such date, the Company may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of 15 months to complete a Business Combination (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $500,000, or $575,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per Public Share in either case, or an aggregate of $1,000,000 (or $1,150,000 if the over-allotment option is exercised in full)), on or prior to the date of the applicable deadline, for each three month extension. 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 the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor has agreed to waive its liquidation rights with respect to the Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares 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. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. 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, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor 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 amounts in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply 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 Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, 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. 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 statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Mountain Crest Acquisition Corp. II (the “Company”) was incorporated in Delaware on July 31, 2020. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, reorganization or other similar business transaction with one or more businesses that the Company has not yet identified (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a 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 December 31, 2020, the Company had not commenced any operations. All activity for the period from July 31, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. 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 statement for the Company’s Initial Public Offering was declared effective on January 7, 2021. On January 12, 2021, the Company consummated the Initial Public Offering of 5,000,000 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 $50,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 185,000 units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to Mountain Crest Capital LLC (the “Sponsor”) and Chardan Capital Markets, LLC (“Chardan”), generating gross proceeds of $1,850,000, which is described in Note 4. Following the closing of the Initial Public Offering on January 12, 2021, an amount of $50,000,000 ($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 Units was placed in a trust account (the “Trust Account”), of which $500,000 was deposited on January 13, 2021, and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of 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 as described below. On January 14, 2021, the underwriters fully exercised their over-allotment option, resulting in an additional 750,000 Units issued for an aggregate amount of $7,500,000. In connection with the underwriters’ full exercise of their over-allotment option, the Company also consummated the sale of an additional 15,000 Private Units at $10.00 per Private Unit, generating total proceeds of $7,650,000. A total of $7,500,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $57,500,000 (see Note 8). Transaction costs amounted to $4,844,093 consisting of $1,150,000 of underwriting fees, $1,725,000 of deferred underwriting fees and $1,969,093 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 Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and net of amounts previously released to the Company to pay its tax obligations) at the time of the signing of an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination 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. There is no assurance that the Company will be able to successfully effect a Business Combination. 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 stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per 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). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commission the Company will pay to the underwriters (as discussed in Note 6). 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 outstanding 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, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC 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 other 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, the Company’s Sponsor has agreed to (a) vote its Founder Shares (as defined in Note 5), Private Shares (as defined in Note 4) and any Public Shares held by it in favor of a Business Combination and (b) not to redeem any shares in connection with a stockholder vote to approve a Business Combination or sell any such 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. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed to (i) waive its redemption rights with respect to Founder Shares, Private Shares and any Public Shares it may acquire during or after the Initial Public Offering in connection with the consummation of a Business Combination and (ii) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders an opportunity to redeem their Public Shares in conjunction with any such amendment. However, the Sponsor will be entitled to liquidating distributions with respect to any Public Shares acquired if the Company fails to consummate a Business Combination or liquidates within the Combination Period (defined below). The Company has until October 12, 2021 (or until April 12, 2022 if the Company has executed a definitive agreement for a Business Combination by October 12, 2021 but has not completed the Business Combination within such 9-month period) to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination by October 12, 2021, and the Company has not entered into a definitive agreement for a Business Combination by such date, the Company may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of 15 months to complete a Business Combination (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $500,000, or $575,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per Public Share in either case, or an aggregate of $1,000,000 (or $1,150,000 if the over-allotment option is exercised in full)), on or prior to the date of the applicable deadline, for each three month extension. 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 the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor has agreed to waive its liquidation rights with respect to the Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares 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. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. 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, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor 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 amounts in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply 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 Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, 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. Going Concern and Management’s Plan Prior to the completion of the initial public offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since competed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations one year from the issuance date of these financial statements and therefore substantial doubt has been alleviated. 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 statements. The financial statements do 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 | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 - 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, 2021. 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 of 2002, 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 statements 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 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 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. At December 31, 2020 the Company had no assets held in the Trust Account. Deferred Offering Costs Deferred 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 $5,131,593 were charged to stockholder’s equity upon the completion of the Initial Public Offering (see Note 1). As of March 31, 2021 and December 31, 2020, there were $0 and $61,894 of deferred offering costs recorded in the accompanying balance sheets. 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 Loss Per Common Share Net loss per share of common stock is computed by dividing net loss by the weighted average number of common shares outstanding during the period. At March 31, 2021 and December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The Company’s statement of operations includes a presentation of loss per share for common stock subject to possible redemption in a manner similar to the two-class method of loss per share. Net loss 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, by the weighted average number of common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, 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 loss 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 Interest earned on marketable securities held in Trust Account $ 223 Unrealized loss on marketable securities held in Trust Account 3,141 Income and franchise taxes (3,364) Net earnings $ — Denominator: Weighted Average common stock subject to possible redemption Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 5,090,614 Basic and diluted net income per share, common stock subject to possible redemption $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (147,635) Less: Net income allocable to common stock subject to possible redemption — Non-Redeemable Net Loss $ (147,635) Denominator: Weighted Average Non-redeemable Common stock Basic and diluted weighted average shares outstanding, Non-redeemable Common stock 2,310,301 Basic and diluted net loss per share, Non-redeemable Common stock $ (0.06) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. 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 Company’s balance sheet, 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. Recent Accounting Standards 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 financial statements. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and 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 adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. 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 of 2002, 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 statements 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 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 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 December 31, 2020. Deferred Offering Costs Deferred offering costs consisted of legal, accounting and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering. On January 12, 2021, offering costs amounting to $4,844,093 were charged to stockholder’s equity upon the completion of the Initial Public Offering (see Note 1). As of December 31, 2020, there were $61,894 of deferred offering costs recorded in the accompanying balance sheet. 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 statement 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 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. Net Loss Per Common Share Net loss per share of common stock is computed by dividing net loss by the weighted average number of common shares outstanding during the period, excluding shares of common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 187,500 shares of common stock that were subject to forfeiture by the Sponsor if the over-allotment option is not exercised by the underwriter (see Note 5). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. 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 Company’s balance sheet, primarily due to their short-term nature. Recent Accounting Standards 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 financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
INITIAL PUBLIC OFFERING | ||
INITIAL PUBLIC OFFERING | NOTE 4 - INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 5,750,000 Units, inclusive of 750,000 Units sold to the underwriters on January 14, 2021 upon the underwriters’ election to fully exercise their over-allotment option at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock and one right (“Public Right”). Each Public Right entitles the holder to receive one-tenth of one share of common stock at the closing of a Business Combination. | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 5,750,000 Units, inclusive of 750,000 Units sold to the underwriters on January 14, 2021 upon the underwriters’ election to fully exercise their over-allotment option at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock and one right (“Public Right”). Each Public Right entitles the holder to receive one-tenth of one share of common stock at the closing of a Business Combination (see Note 7). |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
PRIVATE PLACEMENT | ||
PRIVATE PLACEMENT | NOTE 5 - PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Chardan (and/or their designees) purchased an aggregate of 185,000 Private Units, at a price of $10.00 per Private Unit, for an aggregate purchase price of $1,850,000, in a private placement. The Sponsor purchased 135,000 Private Units and Chardan purchased 50,000 Private Units. On January 14, 2021, in connection with the underwriters’ election to fully exercise their over-allotment option, the Company sold an additional 15,000 Private Units to the Sponsor, at a price of $10.00 per Private Unit, generating additional gross proceeds of $150,000. Each Private Unit consists of one share of common stock (“Private Share”) and one right (“Private Right”). Each Private Right entitles the holder to receive one-tenth of one share of common stock at the closing of a Business Combination. The proceeds from the Private Units were added to the proceeds from the Initial Public Offering 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 Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Units and all underlying securities will expire worthless. | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Chardan (and/or their designees) purchased an aggregate of 185,000 Private Units, at a price of $10.00 per Private Unit, for an aggregate purchase price of $1,850,000, in a private placement. The Sponsor purchased 135,000 Private Units and Chardan purchased 50,000 Private Units. On January 14, 2021, in connection with the underwriters’ election to fully exercise their over-allotment option, the Company sold an additional 15,000 Private Units to the Sponsor, at a price of $10.00 per Private Unit, generating additional gross proceeds of $150,000. (see Note 8). Each Private Unit consists of one share of common stock (“Private Share”) and one right (“Private Right”). Each Private Right entitles the holder to receive one-tenth of one share of common stock at the closing of a Business Combination. The proceeds from the Private Units were added to the proceeds from the Initial Public Offering 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 Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Units and all underlying securities will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS | ||
RELATED PARTY TRANSACTIONS | NOTE 6 - RELATED PARTY TRANSACTIONS Founder Shares On October 16, 2020, the Company issued 1,437,500 shares of common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000. The 1,437,500 Founder Shares include an aggregate of up to 187,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering and excluding the Private Shares). As a result of the underwriters’ election to fully exercise their over-allotment option on January 14, 2021, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of six months after the date of the consummation of a Business Combination and the date on which the closing price of the Company’s common stock equals or exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the consummation of a Business Combination and, with respect to the remaining 50% of the Founder Shares, six months after the date of the consummation of a Business Combination, or earlier in each 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 stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on January 12, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. However, pursuant to the terms of such agreement, the Company may delay payment of such monthly fee upon a determination by the Company’s Audit Committee that the Company lacks sufficient funds held outside the Trust Account to pay actual or anticipated expenses in connection with a Business Combination. For the three months ended March 31, 2021, the Company incurred and paid $30,000 in fees for these services, $10,000 of which such amount is included in accounts payable and accrued expenses in the accompanying balance sheets. Promissory Note — Related Party On August 1, 2020, the Company issued the Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate amount of $500,000 to cover expenses related to the Initial Public Offering. The Promissory Note is non-interest bearing and payable on the completion of the Initial Public Offering. As of March 31, 2021 and December 31, 2020, there was $0 and $61,894 in borrowings outstanding under the Promissory Note. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of a Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the Working Capital Loans may be converted into private units at a price of $10.00 per unit. The private units would be identical to the Private Units. In the event that a Business Combination does not close, the Company may use a portion of the 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. Related Party Extension Loans As discussed in Note 1, the Company may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of 15 months to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $500,000, or $575,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per Public Share in either case, or an aggregate of $1,000,000 (or $1,150,000 if the over-allotment option is exercised in full)), on or prior to the date of the applicable deadline, for each three month extension. Any such payments would be made in the form of a non-interest bearing, unsecured promissory note. Such notes would either be paid upon consummation of a Business Combination, or, at the relevant insider’s discretion, converted upon consummation of a Business Combination into additional Private Units at a price of $10.00 per Private Unit. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete a Business Combination. | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On October 16, 2020, the Company issued 1,437,500 shares of common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000. The 1,437,500 Founder Shares include an aggregate of up to 187,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering and excluding the Private Shares). As a result of the underwriters’ election to fully exercise their over-allotment option on January 14, 2021, no Founder Shares are currently subject to forfeiture (see Note 8). The Sponsor has agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of six months after the date of the consummation of a Business Combination and the date on which the closing price of the Company’s common stock equals or exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the consummation of a Business Combination and, with respect to the remaining 50% of the Founder Shares, six months after the date of the consummation of a Business Combination, or earlier in each 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 stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on January 12, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. However, pursuant to the terms of such agreement, the Company may delay payment of such monthly fee upon a determination by the Company’s Audit Committee that the Company lacks sufficient funds held outside the Trust Account to pay actual or anticipated expenses in connection with a Business Combination. Promissory Note — Related Party On August 1, 2020, the Company issued the Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate amount of $500,000 to cover expenses related to the Initial Public Offering. The Promissory Note is non-interest bearing and payable on the completion of the Initial Public Offering. As of December 31, 2020, there was $61,894 in borrowings outstanding under the Promissory Note, which is currently due on demand. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of a Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the Working Capital Loans may be converted into private units at a price of $10.00 per unit. The private units would be identical to the Private Units. In the event that a Business Combination does not close, the Company may use a portion of the 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. Related Party Extension Loans As discussed in Note 1, the Company may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of 15 months to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $500,000, or $575,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per Public Share in either case, or an aggregate of $1,000,000 (or $1,150,000 if the over-allotment option is exercised in full)), on or prior to the date of the applicable deadline, for each three month extension. Any such payments would be made in the form of a non-interest bearing, unsecured promissory note. Such notes would either be paid upon consummation of a Business Combination, or, at the relevant insider’s discretion, converted upon consummation of a Business Combination into additional Private Units at a price of $10.00 per Private Unit. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete a Business Combination. |
COMMITMENTS
COMMITMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
COMMITMENTS | ||
COMMITMENTS | NOTE 7 - COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on January 7, 2021, the holders of the Founder Shares, the Private Units, and any shares that may be issued in payment of Working Capital Loans (and all underlying securities) will be entitled to registration rights requiring the Company to register such securities for resale. 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 Founders 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 Units (and underlying securities) and securities issued in payment of Working Capital Loans can elect to exercise these registration rights at any time commencing on the date that the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding the foregoing, Chardan may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years, respectively, after the effective date of the Initial Public Offering and may not exercise its demand rights on more than one occasion. The registration 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 underwriters are entitled to a deferred fee of $0.30 per Unit, or $1,725,000. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In addition, the Company has agreed to issue Chardan and/or its designees at the close of a Business Combination, a deferred discount equal to 0.5% of the amount sold in the Initial Public Offering in the form of the Company’s shares of common stock, at a price of $10.00 per share (28,750 shares). The Company recorded the value of the shares to be issued in the amount of $287,500 as an expense of the Initial Public Offering, resulting in a charge to stockholders’ equity, with a corresponding credit to deferred underwriting fee payable. | NOTE 6 — COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on January 7, 2021, the holders of the Founder Shares, the Private Units, and any shares that may be issued in payment of Working Capital Loans (and all underlying securities) will be entitled to registration rights requiring the Company to register such securities for resale. 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 Founders 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 Units (and underlying securities) and securities issued in payment of Working Capital Loans can elect to exercise these registration rights at any time commencing on the date that the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding the foregoing, Chardan may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years, respectively, after the effective date of the Initial Public Offering and may not exercise its demand rights on more than one occasion. The registration 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 underwriters are entitled to 5.5% of the gross proceeds of the Company’s IPO as underwriting discounts, of which 2.0% was paid at the closing of the Company’s IPO. The payment of 3.5% of the gross proceeds of the Company’s IPO was deferred until the consummation of a business combination involving the Company, out of which 3.0% will be paid in cash and 0.5% will be paid in the form of the Company’s shares. On January 12, 2021, the Company consummated the IPO of 5,000,000 units, generating gross proceeds of $50,000,000, and paid $1,000,000 to the underwriters as the underwriting discounts. The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 750,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On January 14, 2021, the underwriter’s elected to fully exercise the over-allotment option to purchase an additional 750,000 Public Shares at a price of $10.00 per Public Share (see Note 8). The underwriters are entitled to a deferred fee of $0.30 per Unit, or $1,725,000, upon the exercise of the over-allotment option, on January 14, 2021. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In addition, the Company has agreed to issue Chardan and/or its designees at the close of a Business Combination, a deferred discount equal to 0.5% of the amount sold in the Initial Public Offering in the form of the Company’s shares of common stock, at a price of $10.00 per share (28,750 shares), see Note 8. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
STOCKHOLDERS' EQUITY | ||
STOCKHOLDERS' EQUITY | NOTE 8 - STOCKHOLDERS’ EQUITY Common Stock — The Company is authorized to issue 30,000,000 shares of common stock with a par value of $0.0001 per share. At March 31, 2021, there were 2,463,428 shares of common stock issued and outstanding, excluding 5,094,072 shares subject to possible redemption. At December 31, 2020, there were 1,437,500 shares of common stock issued and outstanding, excluding no shares subject to possible redemption. Rights — Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Public Right will automatically receive one-tenth (1/10) of one share of common stock upon consummation of a Business Combination, even if the holder of a Public Right converted all shares held by him, her or it in connection with a Business Combination or an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-business combination activities. In the event that the Company will not be the surviving company upon completion of a Business Combination, each holder of a Public Right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of a share underlying each Public Right upon consummation of the Business Combination. No additional consideration will be required to be paid by a holder of Public Rights in order to receive his, her or its additional shares of common stock upon consummation of a Business Combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of Public Rights to receive the same per share consideration the holders of the common stock will receive in the transaction on an as-converted into common stock basis. The Company will not issue fractional shares in connection with an exchange of Public Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. As a result, the holders of the Public Rights must hold rights in multiples of 8 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. 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 Public Rights will not receive any of such funds with respect to their Public Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Rights, and the Public Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the Public Rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. Representative Shares In January 2021, the Company intended to issue to Chardan and/or its designees 170,000 shares of common stock (the “Representative Shares”). The Company accounted for the Representative Shares as an expense of the Initial Public Offering, resulting in a charge directly to stockholders’ equity. The Company estimated the fair value of Representative Shares to be $1,700,000 based upon the offering price of the Units of $10.00 per Unit. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. The Representative Shares have been deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110(g)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners. | NOTE 7 — STOCKHOLDER’S EQUITY Common Stock — The Company is authorized to issue 5,000,000 shares of common stock with a par value of $0.0001 per share. At December 31, 2020, there were 1,437,500 shares of common stock issued and outstanding. Rights — Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Public Right will automatically receive one-tenth (1/10) of one share of common stock upon consummation of a Business Combination, even if the holder of a Public Right converted all shares held by him, her or it in connection with a Business Combination or an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-business combination activities. In the event that the Company will not be the surviving company upon completion of a Business Combination, each holder of a Public Right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of a share underlying each Public Right upon consummation of the Business Combination. No additional consideration will be required to be paid by a holder of Public Rights in order to receive his, her or its additional shares of common stock upon consummation of a Business Combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of Public Rights to receive the same per share consideration the holders of the common stock will receive in the transaction on an as-converted into common stock basis. The Company will not issue fractional shares in connection with an exchange of Public Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. As a result, the holders of the Public Rights must hold rights in multiples of 8 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. 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 Public Rights will not receive any of such funds with respect to their Public Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Rights, and the Public Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the Public Rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. Representative Shares In January 2021, the Company intended to issue to Chardan and/or its designees 170,000 shares of common stock (the “Representative Shares”). The Company accounted for the Representative Shares as an expense of the Initial Public Offering, resulting in a charge directly to stockholders’ equity. The Company estimated the fair value of Representative Shares to be $1,700,000 based upon the offering price of the Units of $10.00 per Unit. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. The Representative Shares have been deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110(g)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUBSEQUENT EVENTS | ||
SUBSEQUENT EVENTS | NOTE 10 - SUBSEQUENT EVENTS On April 6, 2021, the Company entered into an agreement and plan of merger (as it may be amended or restated from time to time the “Merger Agreement”), by and among MCAD Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Better Therapeutics, Inc. a Delaware corporation (“BTX”). Completion of the transaction is subject to approval of the Company’s stockholders and the satisfaction or waiver of certain other customary closing conditions. In connection with the Business Combination, the Company entered into subscription agreements dated as of April 6, 2021, with certain institutional and accredited investors, pursuant to which, among other things, the Company agreed to issue and sell, in a private placement, concurrent with the consummation of the Business Combination, an aggregate of 5,000,000 shares of common stock for $10.00 per share for an aggregate cash amount of $50,000,000. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than described above, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. | NOTE 8 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 12, 2021, the Company consummated the IPO of 5,000,000 units, which were sold at an offering price of $10.00 per unit, generating gross proceeds of $50,000,000. The Company granted the underwriters a 45-day option to purchase up to 750,000 additional Units to cover over-allotments. Simultaneously with the closing of the IPO, the Company consummated the private placement with Mountain Crest Capital LLC and Chardan Capital Markets, LLC of 185,000 units, generating total proceeds of $1,850,000. Transaction costs associated with the underwriters’ full exercise of their over-allotment option amounted to $375,000, consisting of $150,000 in cash underwriting fees and $225,000 of deferred underwriting fees. A total of $7,500,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $57,500,000. As a result of the underwriters’ election to fully exercise their over-allotment option, a total of 187,500 Founder Shares are no longer subject to forfeiture. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
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, 2021. 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. | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
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 of 2002, 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 statements 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. | 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 of 2002, 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 statements 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 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 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. | Use of Estimates The preparation of 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 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. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At 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. At December 31, 2020 the Company had no assets held in the Trust Account. | |
Deferred Offering Costs | Deferred Offering Costs Deferred 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 $5,131,593 were charged to stockholder’s equity upon the completion of the Initial Public Offering (see Note 1). As of March 31, 2021 and December 31, 2020, there were $0 and $61,894 of deferred offering costs recorded in the accompanying balance sheets. | Deferred Offering Costs Deferred offering costs consisted of legal, accounting and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering. On January 12, 2021, offering costs amounting to $4,844,093 were charged to stockholder’s equity upon the completion of the Initial Public Offering (see Note 1). As of December 31, 2020, there were $61,894 of deferred offering costs recorded in the accompanying balance sheet. |
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. | 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 statement 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 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. |
Net Loss per Common Share | Net Loss Per Common Share Net loss per share of common stock is computed by dividing net loss by the weighted average number of common shares outstanding during the period. At March 31, 2021 and December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The Company’s statement of operations includes a presentation of loss per share for common stock subject to possible redemption in a manner similar to the two-class method of loss per share. Net loss 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, by the weighted average number of common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, 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 loss 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 Interest earned on marketable securities held in Trust Account $ 223 Unrealized loss on marketable securities held in Trust Account 3,141 Income and franchise taxes (3,364) Net earnings $ — Denominator: Weighted Average common stock subject to possible redemption Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 5,090,614 Basic and diluted net income per share, common stock subject to possible redemption $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (147,635) Less: Net income allocable to common stock subject to possible redemption — Non-Redeemable Net Loss $ (147,635) Denominator: Weighted Average Non-redeemable Common stock Basic and diluted weighted average shares outstanding, Non-redeemable Common stock 2,310,301 Basic and diluted net loss per share, Non-redeemable Common stock $ (0.06) | Net Loss Per Common Share Net loss per share of common stock is computed by dividing net loss by the weighted average number of common shares outstanding during the period, excluding shares of common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 187,500 shares of common stock that were subject to forfeiture by the Sponsor if the over-allotment option is not exercised by the underwriter (see Note 5). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
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 Company’s balance sheet, 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. | 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 Company’s balance sheet, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards 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 financial statements. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and 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 adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. | Recent Accounting Standards 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 financial statements. |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Apr. 12, 2022USD ($)$ / shares | Oct. 12, 2021USD ($)$ / shares | Oct. 12, 2021USD ($)$ / sharesM | Apr. 06, 2021USD ($) | Jan. 14, 2021USD ($)$ / sharesshares | Jan. 13, 2021USD ($) | Jan. 12, 2021USD ($)$ / sharesshares | Jul. 31, 2020item | Jul. 31, 2020item | Mar. 31, 2021USD ($)$ / sharesshares | Apr. 12, 2022USD ($)$ / shares | Oct. 12, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)M | Oct. 12, 2020$ / shares |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Condition for future business combination number of businesses minimum | item | 1 | 1 | ||||||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | shares | 5,750,000 | |||||||||||||
Purchase price, per unit | $ / shares | $ 0.10 | $ 0.10 | $ 10 | $ 0.10 | $ 10 | |||||||||
Proceeds from Issuance of Private Placement | $ 2,000,000 | |||||||||||||
Proceeds from Issuance or Sale of Equity | $ 50,000,000 | |||||||||||||
Cash held outside the Trust Account | $ 7,500,000 | 392,903 | $ 24,764 | |||||||||||
Payments for investment of cash in Trust Account | 57,500,000 | $ 500,000 | 57,500,000 | |||||||||||
Transaction Costs | 5,131,593 | 4,844,093 | ||||||||||||
Underwriting fees | 1,150,000 | 1,150,000 | ||||||||||||
Deferred Offering Costs Noncurrent | $ 1,750,000 | 2,012,500 | 1,725,000 | |||||||||||
Other offering costs | $ 1,969,093 | $ 1,969,093 | ||||||||||||
Shares subject to forfeiture | shares | 0 | |||||||||||||
Condition for future business combination use of proceeds percentage | 80 | 80 | ||||||||||||
Condition for future business combination threshold Percentage Ownership | 50 | 50 | ||||||||||||
Condition for future business combination threshold Net Tangible Assets | $ 5,000,001 | $ 5,000,001 | ||||||||||||
Redemption limit percentage without prior consent | 20 | 20 | ||||||||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | 100.00% | ||||||||||||
Months to complete acquisition | M | 9 | 9 | ||||||||||||
Redemption period upon closure | 15 months | 15 months | ||||||||||||
Maximum Allowed Dissolution Expenses | $ 1,000,000 | $ 500,000 | ||||||||||||
Subsequent Event | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Purchase price, per unit | $ / shares | $ 0.10 | 0.10 | $ 0.10 | $ 10 | $ 0.10 | $ 0.10 | ||||||||
Proceeds from Issuance or Sale of Equity | $ 50,000,000 | |||||||||||||
Cash held outside the Trust Account | 7,500,000 | 7,500,000 | ||||||||||||
Payments for investment of cash in Trust Account | $ 57,500,000 | $ 500,000 | 57,500,000 | |||||||||||
Transaction Costs | 375,000 | |||||||||||||
Underwriting fees | 150,000 | |||||||||||||
Deferred Offering Costs Noncurrent | $ 225,000 | |||||||||||||
Redemption period upon closure | 15 months | |||||||||||||
Maximum Allowed Dissolution Expenses | $ 1,000,000 | $ 1,000,000 | ||||||||||||
Initial Public Offering | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | shares | 5,750,000 | 5,000,000 | ||||||||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | |||||||||
Proceeds from issuance initial public offering | $ 50,000,000 | |||||||||||||
Initial Public Offering | Subsequent Event | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | shares | 5,750,000 | 5,000,000 | ||||||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||||||||
Proceeds from issuance initial public offering | $ 50,000,000 | |||||||||||||
Initial Public Offering | Public Warrants | Subsequent Event | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Maximum Allowed Dissolution Expenses | $ 500,000 | |||||||||||||
Private Placement | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | shares | 15,000 | 185,000 | ||||||||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | ||||||||||||
Proceeds from Issuance of Private Placement | $ 7,650,000 | $ 1,850,000 | ||||||||||||
Private Placement | Subsequent Event | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | shares | 15,000 | 185,000 | ||||||||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | ||||||||||||
Proceeds from issuance initial public offering | $ 50,000,000 | |||||||||||||
Proceeds from Issuance of Private Placement | $ 7,650,000 | $ 1,850,000 | $ 1,850,000 | |||||||||||
Over-allotment option | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | shares | 750,000 | |||||||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||||||||
Proceeds from issuance initial public offering | $ 1,725,000 | |||||||||||||
Proceeds from Issuance of Private Placement | 150,000 | |||||||||||||
Proceeds from Issuance or Sale of Equity | $ 7,500,000 | |||||||||||||
Shares subject to forfeiture | shares | 187,500 | |||||||||||||
Maximum Allowed Dissolution Expenses | $ 1,150,000 | $ 575,000 | ||||||||||||
Over-allotment option | Subsequent Event | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | shares | 750,000 | 750,000 | ||||||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||||||||
Proceeds from Issuance of Private Placement | $ 150,000 | $ 1,850,000 | ||||||||||||
Proceeds from Issuance or Sale of Equity | $ 7,500,000 | |||||||||||||
Maximum Allowed Dissolution Expenses | $ 1,150,000 | $ 575,000 | $ 1,150,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Jan. 12, 2021 | |
Deferred offering costs | $ 0 | $ 61,894 | |
Unrecognized tax benefits | 0 | 0 | |
Cash, FDIC Insured Amount | 250,000 | ||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | |
Statutory tax rate (as a percent) | 21.00% | ||
Anti-dilutive securities attributable to warrants (in shares) | 187,500 | ||
Initial Public Offering | |||
Deferred offering costs | $ 5,131,593 | ||
Initial Public Offering | Subsequent Event | |||
Deferred offering costs | $ 4,844,093 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - $ / shares | Jan. 14, 2021 | Jan. 12, 2021 | Mar. 31, 2021 | Apr. 12, 2022 | Oct. 12, 2021 | Oct. 12, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | 5,750,000 | |||||
Purchase price, per unit | $ 10 | $ 0.10 | $ 10 | |||
Subsequent Event | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Purchase price, per unit | $ 10 | $ 0.10 | 0.10 | |||
Initial Public Offering | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | 5,750,000 | 5,000,000 | ||||
Purchase price, per unit | $ 10 | $ 10 | $ 10 | |||
Number of shares in a unit | 1 | |||||
Number of warrants in a unit | 1 | |||||
Number of shares issuable per warrant | 0.10 | |||||
Initial Public Offering | Subsequent Event | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | 5,750,000 | 5,000,000 | ||||
Purchase price, per unit | $ 10 | |||||
Number of shares in a unit | 1 | |||||
Number of warrants in a unit | 1 | |||||
Number of shares issuable per warrant | 0.10 | |||||
Over-allotment option | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | 750,000 | |||||
Purchase price, per unit | $ 10 | |||||
Over-allotment option | Subsequent Event | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | 750,000 | 750,000 | ||||
Purchase price, per unit | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Jan. 14, 2021 | Jan. 12, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Apr. 12, 2022 | Oct. 12, 2021 | Jan. 31, 2021 | Oct. 12, 2020 | Dec. 31, 2019 |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 5,750,000 | ||||||||
Purchase price, per unit | $ 10 | $ 0.10 | $ 10 | ||||||
Proceeds from Issuance of Private Placement | $ 2,000,000 | ||||||||
Chardan | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Purchase price, per unit | $ 10 | $ 10 | |||||||
Subsequent Event | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Purchase price, per unit | $ 10 | $ 0.10 | $ 0.10 | ||||||
Over-allotment option | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 750,000 | ||||||||
Purchase price, per unit | $ 10 | ||||||||
Proceeds from Issuance of Private Placement | $ 150,000 | ||||||||
Over-allotment option | Sponsor | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 15,000 | ||||||||
Purchase price, per unit | $ 10 | ||||||||
Over-allotment option | Subsequent Event | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 750,000 | 750,000 | |||||||
Purchase price, per unit | $ 10 | ||||||||
Proceeds from Issuance of Private Placement | $ 150,000 | $ 1,850,000 | |||||||
Over-allotment option | Subsequent Event | Sponsor | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 15,000 | ||||||||
Purchase price, per unit | $ 10 | ||||||||
Private Placement | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 15,000 | 185,000 | |||||||
Purchase price, per unit | $ 10 | $ 10 | |||||||
Proceeds from Issuance of Private Placement | $ 7,650,000 | $ 1,850,000 | |||||||
Number of shares in a unit | 1 | ||||||||
Number of warrants in a unit | 1 | ||||||||
Number of shares per warrant | 0.10 | ||||||||
Private Placement | Sponsor | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 135,000 | ||||||||
Private Placement | Chardan | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 50,000 | ||||||||
Private Placement | Subsequent Event | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 15,000 | 185,000 | |||||||
Purchase price, per unit | $ 10 | $ 10 | |||||||
Proceeds from Issuance of Private Placement | $ 7,650,000 | $ 1,850,000 | $ 1,850,000 | ||||||
Number of shares in a unit | 1 | ||||||||
Number of warrants in a unit | 1 | ||||||||
Number of shares per warrant | 0.10 | ||||||||
Private Placement | Subsequent Event | Sponsor | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 135,000 | ||||||||
Private Placement | Subsequent Event | Chardan | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 50,000 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | Oct. 16, 2020USD ($)D$ / sharesshares | Mar. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) | Jan. 14, 2021shares |
Related Party Transaction [Line Items] | ||||
Aggregate purchase price | $ | $ 1,700,000 | $ 25,000 | ||
Shares subject to forfeiture | 0 | |||
Sponsor | ||||
Related Party Transaction [Line Items] | ||||
Number of shares issued | 1,437,500 | |||
Aggregate purchase price | $ | $ 25,000 | |||
Shares subject to forfeiture | 187,500 | 0 | ||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | |||
Percentage of shares restricted for transfer after completion of business combination | 50 | |||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12.50 | |||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||
Sponsor | Minimum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Restrictions on transfer period of time after business combination completion | 6 months | |||
Sponsor | Subsequent Event | ||||
Related Party Transaction [Line Items] | ||||
Shares subject to forfeiture | 0 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | Apr. 12, 2022 | Oct. 12, 2021 | Oct. 12, 2021 | Jan. 12, 2021 | Mar. 31, 2021 | Apr. 12, 2022 | Oct. 12, 2021 | Dec. 31, 2020 | Jan. 14, 2021 | Oct. 12, 2020 | Aug. 01, 2020 |
Related Party Transaction [Line Items] | |||||||||||
Repayment of promissory note - related party | $ 61,894 | ||||||||||
Redemption Period Upon Closure | 15 months | 15 months | |||||||||
Maximum Allowed Dissolution Expenses | $ 1,000,000 | $ 500,000 | |||||||||
Purchase price, per unit | $ 0.10 | $ 0.10 | $ 10 | $ 0.10 | $ 10 | ||||||
Subsequent Event | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Price of warrant | 10 | $ 10 | 10 | ||||||||
Redemption Period Upon Closure | 15 months | ||||||||||
Maximum Allowed Dissolution Expenses | $ 1,000,000 | $ 1,000,000 | |||||||||
Purchase price, per unit | $ 0.10 | $ 0.10 | $ 0.10 | $ 10 | $ 0.10 | $ 0.10 | |||||
Over-allotment option | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Maximum Allowed Dissolution Expenses | $ 1,150,000 | $ 575,000 | |||||||||
Purchase price, per unit | $ 10 | ||||||||||
Over-allotment option | Subsequent Event | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Maximum Allowed Dissolution Expenses | $ 1,150,000 | $ 575,000 | $ 1,150,000 | ||||||||
Purchase price, per unit | $ 10 | ||||||||||
Promissory Note with Related Party | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Maximum borrowing capacity of related party promissory note | $ 500,000 | ||||||||||
Outstanding balance of related party note | 0 | $ 61,894 | |||||||||
Administrative Support Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Expenses per month | $ 10,000 | ||||||||||
Expenses incurred and paid | 30,000 | ||||||||||
Administrative Support Agreement | Accounts payable and accrued expenses | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Expenses incurred and paid | 10,000 | ||||||||||
Related Party Loans | Subsequent Event | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Maximum Allowed Dissolution Expenses | 500,000 | ||||||||||
Related Party Loans | Over-allotment option | Subsequent Event | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Maximum Allowed Dissolution Expenses | $ 575,000 | ||||||||||
Related Party Loans | Working capital loans warrant | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Loan conversion agreement warrant | $ 1,500,000 | $ 1,500,000 | |||||||||
Price of warrant | $ 10 | $ 10 |
COMMITMENTS (Details)
COMMITMENTS (Details) | Jan. 14, 2021USD ($)$ / sharesshares | Jan. 12, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020 | Apr. 12, 2022$ / shares | Oct. 12, 2021$ / shares | Jan. 31, 2021$ / shares | Oct. 12, 2020$ / shares | Dec. 31, 2019$ / shares |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Period to exercise demand registration right | 5 years | 5 years | |||||||
Period to exercise piggy back registration right | 7 years | 7 years | |||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | shares | 5,750,000 | ||||||||
Sale of Units, net of underwriting discounts and offering expenses | $ | $ 52,368,407 | ||||||||
Purchase price, per unit | $ 10 | $ 0.10 | $ 10 | ||||||
Deferred fee per unit | $ 0.30 | ||||||||
Subsequent Event | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Percentage of underwriter discount | 5.5 | ||||||||
Percentage of underwriter discount paid | 2.00% | ||||||||
Percentage of underwriter discount deferred | 3.50% | ||||||||
Percentage of underwriter discount to be paid in cash | 3.00% | ||||||||
Percentage of underwriter discount to be paid in shares | 0.50% | ||||||||
Purchase price, per unit | $ 10 | $ 0.10 | 0.10 | ||||||
Initial Public Offering | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | shares | 5,750,000 | 5,000,000 | |||||||
Purchase price, per unit | $ 10 | $ 10 | $ 10 | ||||||
Proceeds from issuance initial public offering | $ | $ 50,000,000 | ||||||||
Initial Public Offering | Subsequent Event | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | shares | 5,750,000 | 5,000,000 | |||||||
Purchase price, per unit | $ 10 | ||||||||
Proceeds from issuance initial public offering | $ | $ 50,000,000 | ||||||||
Underwriter cash discount | $ | $ 1,000,000 | ||||||||
Over-allotment option | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | shares | 750,000 | ||||||||
Purchase price, per unit | $ 10 | ||||||||
Proceeds from issuance initial public offering | $ | $ 1,725,000 | ||||||||
Deferred fee per unit | $ 0.30 | ||||||||
Over-allotment option | Subsequent Event | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | shares | 750,000 | 750,000 | |||||||
Purchase price, per unit | $ 10 | ||||||||
Chardan | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Percentage of underwriter discount to be paid in shares | 0.50% | ||||||||
Purchase price, per unit | $ 10 | $ 10 | |||||||
Chardan | Initial Public Offering | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Percentage of underwriter discount to be paid in shares | 0.50% | ||||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | shares | 28,750 | ||||||||
Sale of Units, net of underwriting discounts and offering expenses | $ | $ 287,500 | ||||||||
Purchase price, per unit | $ 10 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock Shares (Details) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 12 Months Ended | ||||
Jan. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020$ / sharesshares | Oct. 12, 2021$ / shares | Jan. 12, 2021$ / shares | Oct. 12, 2020$ / shares | Dec. 31, 2019$ / shares | |
Class of Stock [Line Items] | ||||||||
Common shares, shares authorized (in shares) | 30,000,000 | 5,000,000 | 5,000,000 | |||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common shares, shares issued (in shares) | 2,463,428 | 1,437,500 | 1,437,500 | |||||
Common shares, shares outstanding (in shares) | 2,463,428 | 1,437,500 | 1,437,500 | |||||
Common stock subject to possible redemption, outstanding (in shares) | 5,094,072 | 0 | 0 | |||||
Ratio to be applied to the stock in the conversion | 0.10 | 0.10 | ||||||
Aggregate purchase price | $ | $ 1,700,000 | $ 25,000 | ||||||
Purchase price, per unit | $ / shares | $ 0.10 | $ 10 | $ 10 | |||||
Chardan | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares issued | 170,000 | |||||||
Aggregate purchase price | $ | $ 1,700,000 | |||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | ||||||
Common stock subject to redemption | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock subject to possible redemption, outstanding (in shares) | 5,094,072 | 0 | 0 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Apr. 06, 2021 | Jan. 14, 2021 | Jan. 13, 2021 | Jan. 12, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Apr. 12, 2022 | Oct. 12, 2021 | Oct. 12, 2020 |
Subsequent Event [Line Items] | |||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 5,750,000 | ||||||||
Purchase price, per unit | $ 10 | $ 0.10 | $ 10 | ||||||
Proceeds from Issuance of Private Placement | $ 2,000,000 | ||||||||
Transaction Costs | 5,131,593 | $ 4,844,093 | |||||||
Underwriting fees | 1,150,000 | 1,150,000 | |||||||
Deferred Offering Costs Noncurrent | $ 1,750,000 | 2,012,500 | 1,725,000 | ||||||
Cash held outside the Trust Account | $ 7,500,000 | 392,903 | $ 24,764 | ||||||
Payments for investment of cash in Trust Account | 57,500,000 | $ 500,000 | $ 57,500,000 | ||||||
Maximum shares subject to forfeiture | 187,500 | ||||||||
Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Purchase price, per unit | $ 10 | $ 0.10 | 0.10 | ||||||
Transaction Costs | $ 375,000 | ||||||||
Underwriting fees | 150,000 | ||||||||
Deferred Offering Costs Noncurrent | 225,000 | ||||||||
Cash held outside the Trust Account | 7,500,000 | 7,500,000 | |||||||
Payments for investment of cash in Trust Account | $ 57,500,000 | $ 500,000 | $ 57,500,000 | ||||||
Initial Public Offering | |||||||||
Subsequent Event [Line Items] | |||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 5,750,000 | 5,000,000 | |||||||
Purchase price, per unit | $ 10 | $ 10 | $ 10 | ||||||
Proceeds from issuance initial public offering | $ 50,000,000 | ||||||||
Initial Public Offering | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 5,750,000 | 5,000,000 | |||||||
Purchase price, per unit | $ 10 | ||||||||
Proceeds from issuance initial public offering | $ 50,000,000 | ||||||||
Private Placement | |||||||||
Subsequent Event [Line Items] | |||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 15,000 | 185,000 | |||||||
Purchase price, per unit | $ 10 | $ 10 | |||||||
Proceeds from Issuance of Private Placement | $ 7,650,000 | $ 1,850,000 | |||||||
Private Placement | Sponsor | |||||||||
Subsequent Event [Line Items] | |||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 135,000 | ||||||||
Private Placement | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 15,000 | 185,000 | |||||||
Purchase price, per unit | $ 10 | $ 10 | |||||||
Proceeds from issuance initial public offering | $ 50,000,000 | ||||||||
Proceeds from Issuance of Private Placement | $ 7,650,000 | $ 1,850,000 | $ 1,850,000 | ||||||
Private Placement | Subsequent Event | Sponsor | |||||||||
Subsequent Event [Line Items] | |||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 135,000 | ||||||||
Over-allotment option | |||||||||
Subsequent Event [Line Items] | |||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 750,000 | ||||||||
Purchase price, per unit | $ 10 | ||||||||
Proceeds from issuance initial public offering | $ 1,725,000 | ||||||||
Proceeds from Issuance of Private Placement | $ 150,000 | ||||||||
Maximum shares subject to forfeiture | 187,500 | ||||||||
Over-allotment option | Sponsor | |||||||||
Subsequent Event [Line Items] | |||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 15,000 | ||||||||
Purchase price, per unit | $ 10 | ||||||||
Over-allotment option | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 750,000 | 750,000 | |||||||
Purchase price, per unit | $ 10 | ||||||||
Proceeds from Issuance of Private Placement | $ 150,000 | $ 1,850,000 | |||||||
Over-allotment option | Subsequent Event | Sponsor | |||||||||
Subsequent Event [Line Items] | |||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 15,000 | ||||||||
Purchase price, per unit | $ 10 | ||||||||
Maximum shares subject to forfeiture | 187,500 |
CONDENSED BALANCE SHEET_2
CONDENSED BALANCE SHEET - USD ($) | Mar. 31, 2021 | Jan. 14, 2021 | Jan. 12, 2021 | Dec. 31, 2020 | Jul. 31, 2020 |
Current Assets | |||||
Cash | $ 392,903 | $ 7,500,000 | $ 24,764 | ||
Prepaid expenses | 128,219 | ||||
Total Current Assets | 521,122 | 24,764 | |||
Deferred offering costs | 0 | 61,894 | |||
Marketable securities held in Trust Account | 57,503,797 | ||||
Total Assets | 58,024,919 | 86,658 | |||
Current Liabilities | |||||
Accrued expenses | 68,333 | 1,450 | |||
Promissory note - related party | 61,894 | ||||
Total Current Liabilities | 68,333 | 63,344 | |||
Deferred underwriting fee payable | 2,012,500 | $ 1,750,000 | 1,725,000 | ||
Total Liabilities | 2,080,833 | 63,344 | |||
Commitments | |||||
Common stock subject to possible redemption 5,094,072 shares at redemption value at March 31, 2021 | 50,944,084 | 43,854,220 | |||
Stockholders' Equity | |||||
Common stock, $0.0001 par value; 30,000,000 shares authorized, and 2,463,428 and 1,437,500 shares issued and outstanding as of March 31, 2021 and December 31, 2020 (excluding 5,094,072 and 0 shares subject to possible redemption at March 31, 2021 and December 31, 2020), respectively | 246 | 241 | 144 | ||
Additional paid in capital | 5,149,077 | $ 5,001,446 | 24,856 | ||
Accumulated deficit | (149,321) | (1,686) | |||
Total Stockholders' Equity | 5,000,002 | 23,314 | $ 0 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 58,024,919 | $ 86,658 |
CONDENSED BALANCE SHEET (Pare_2
CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 30,000,000 | 5,000,000 |
Common shares, shares issued | 2,463,428 | 1,437,500 |
Common shares, shares outstanding | 2,463,428 | 1,437,500 |
Maximum shares subject to forfeiture | 187,500 | |
Temporary equity, shares outstanding | 5,094,072 | 0 |
Over-allotment option | ||
Maximum shares subject to forfeiture | 187,500 | |
Common stock subject to redemption | ||
Temporary equity, shares outstanding | 5,094,072 | 0 |
CONDENSED STATEMENTS OF OPERA_3
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 5 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Formation and operational costs | $ 151,432 | $ 1,686 | |
Loss from operations | (151,432) | ||
Other income: | |||
Interest earned on marketable securities held in Trust Account | 252 | ||
Unrealized gain on marketable securities held in Trust Account | 3,545 | ||
Other income, net | 3,797 | ||
Net loss | $ (147,635) | $ (1,686) | $ (1,686) |
Basic and diluted weighted average shares outstanding | 2,310,301 | ||
Basic and diluted net income per share | $ (0.06) | ||
Class A Common Stock Subject to Redemption | |||
Other income: | |||
Basic and diluted weighted average shares outstanding | 5,090,614 | 1,250,000 | |
Basic and diluted net income per share | $ 0 | ||
Class A Common Stock Not Subject to Redemption | |||
Other income: | |||
Basic and diluted weighted average shares outstanding | 2,310,301 | ||
Basic and diluted net income per share | $ (0.06) | $ 0 |
CONDENSED STATEMENT OF CHANGE_3
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Jul. 31, 2020 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at Jul. 31, 2020 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of Representative Shares | $ 144 | 24,856 | 25,000 | |
Issuance of Representative Shares (in shares) | 1,437,500 | |||
Net loss | (1,686) | (1,686) | ||
Balance at the end at Dec. 31, 2020 | $ 144 | 24,856 | (1,686) | 23,314 |
Balance at the end (in shares) at Dec. 31, 2020 | 1,437,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses | $ 575 | 52,367,832 | $ 52,368,407 | |
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 5,750,000 | 5,750,000 | ||
Sale of 200000 Private Placement Units | $ 20 | 1,999,980 | $ 2,000,000 | |
Sale of 200,000 Private Placement Units (in shares) | 200,000 | 200,000 | ||
Issuance of Representative Shares | $ 17 | 1,699,983 | $ 1,700,000 | |
Issuance of Representative Shares (in shares) | 170,000 | |||
Common stock subject to possible redemption | $ (510) | (50,943,574) | (50,944,084) | |
Common stock subject to possible redemption (in shares) | (5,094,072) | |||
Net loss | (147,635) | (147,635) | ||
Balance at the end at Mar. 31, 2021 | $ 246 | $ 5,149,077 | $ (149,321) | $ 5,000,002 |
Balance at the end (in shares) at Mar. 31, 2021 | 2,463,428 |
CONDENSED STATEMENT OF CHANGE_4
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - shares | Jan. 14, 2021 | Jan. 12, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Sale of Units, net of underwriting discounts and offering expenses (in shares) | 5,750,000 | |||
Sale of Private Placement Units (in shares) | 200,000 | |||
Maximum shares subject to forfeiture | 187,500 | |||
Over-allotment option | ||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | 750,000 | |||
Maximum shares subject to forfeiture | 187,500 | |||
Private Placement | ||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | 15,000 | 185,000 |
CONDENSED STATEMENT OF CASH F_2
CONDENSED STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | 5 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | |||
Net loss | $ (147,635) | $ (1,686) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Interest earned on marketable securities held in Trust Account | (252) | ||
Unrealized gain on marketable securities held in Trust Account | (3,545) | ||
Changes in operating assets and liabilities: | |||
Prepaid expenses | (128,219) | ||
Accrued expenses | 66,883 | 1,450 | |
Net cash used in operating activities | (212,768) | (236) | |
Cash Flows from Investing Activities: | |||
Investment of cash into Trust Account | (57,500,000) | ||
Net cash used in investing activities | (57,500,000) | ||
Cash Flows from Financing Activities: | |||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | ||
Proceeds from sale of Units, net of underwriting discounts paid | 56,350,000 | ||
Proceeds from sale of Private Placement Units | 2,000,000 | ||
Proceeds from promissory note - related party | 61,894 | ||
Repayment of promissory note - related party | (61,894) | ||
Payment of offering costs | (207,199) | (61,894) | |
Net cash provided by financing activities | 58,080,907 | 25,000 | |
Net Change in Cash | 368,139 | 24,764 | |
Cash - Beginning of period | 24,764 | ||
Cash - End of period | 392,903 | $ 24,764 | $ 24,764 |
Non-cash investing and financing activities: | |||
Issuance of Representative Shares | 1,700,000 | $ 25,000 | |
Initial classification of common stock subject to possible redemption | 51,091,720 | ||
Change in value of common stock subject to possible redemption | (147,636) | ||
Deferred underwriting fee payable | $ 2,012,500 |
DESCRIPTION OF ORGANIZATION A_3
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Mountain Crest Acquisition Corp. II (the “Company”) was incorporated in Delaware on July 31, 2020. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, reorganization or other similar business transaction with one or more businesses that the Company has not yet identified (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, though it is the Company’s intention to pursue prospective targets in North America. 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 and 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 statement for the Company’s Initial Public Offering was declared effective on January 7, 2021. On January 12, 2021, the Company consummated the Initial Public Offering of 5,000,000 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 $50,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 185,000 units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to Mountain Crest Capital LLC (the “Sponsor”) and Chardan Capital Markets, LLC (“Chardan”), generating gross proceeds of $1,850,000, which is described in Note 5. Following the closing of the Initial Public Offering on January 12, 2021, an amount of $50,000,000 ($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 Units was placed in a trust account (the “Trust Account”), of which $500,000 was deposited on January 13, 2021, and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of 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 as described below. On January 14, 2021, the underwriters fully exercised their over-allotment option, resulting in an additional 750,000 Units issued for an aggregate amount of $7,500,000. In connection with the underwriters’ full exercise of their over-allotment option, the Company also consummated the sale of an additional 15,000 Private Units at $10.00 per Private Unit, generating total proceeds of $7,650,000. A total of $7,500,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $57,500,000. Transaction costs amounted to $5,131,593 consisting of $1,150,000 of underwriting fees, $2,012,500 of deferred underwriting fees and $1,969,093 of other offering costs. As a result of the underwriters’ election to fully exercise their over-allotment option, a total of 187,500 Founder Shares are no longer subject to forfeiture. 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 Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and net of amounts previously released to the Company to pay its tax obligations) at the time of the signing of an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination 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. There is no assurance that the Company will be able to successfully effect a Business Combination. 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 stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per 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). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commission the Company will pay to the underwriters (as discussed in Note 7). 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 outstanding 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, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC 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 other 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, the Company’s Sponsor has agreed to (a) vote its Founder Shares (as defined in Note 6), Private Shares (as defined in Note 5) and any Public Shares held by it in favor of a Business Combination and (b) not to redeem any shares in connection with a stockholder vote to approve a Business Combination or sell any such 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. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed to (i) waive its redemption rights with respect to Founder Shares, Private Shares and any Public Shares it may acquire during or after the Initial Public Offering in connection with the consummation of a Business Combination and (ii) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders an opportunity to redeem their Public Shares in conjunction with any such amendment. However, the Sponsor will be entitled to liquidating distributions with respect to any Public Shares acquired if the Company fails to consummate a Business Combination or liquidates within the Combination Period (defined below). The Company has until October 12, 2021 (or until April 12, 2022 if the Company has executed a definitive agreement for a Business Combination by October 12, 2021 but has not completed the Business Combination within such 9-month period) to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination by October 12, 2021, and the Company has not entered into a definitive agreement for a Business Combination by such date, the Company may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of 15 months to complete a Business Combination (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $500,000, or $575,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per Public Share in either case, or an aggregate of $1,000,000 (or $1,150,000 if the over-allotment option is exercised in full)), on or prior to the date of the applicable deadline, for each three month extension. 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 the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor has agreed to waive its liquidation rights with respect to the Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares 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. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. 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, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor 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 amounts in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply 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 Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, 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. 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 statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Mountain Crest Acquisition Corp. II (the “Company”) was incorporated in Delaware on July 31, 2020. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, reorganization or other similar business transaction with one or more businesses that the Company has not yet identified (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a 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 December 31, 2020, the Company had not commenced any operations. All activity for the period from July 31, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. 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 statement for the Company’s Initial Public Offering was declared effective on January 7, 2021. On January 12, 2021, the Company consummated the Initial Public Offering of 5,000,000 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 $50,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 185,000 units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to Mountain Crest Capital LLC (the “Sponsor”) and Chardan Capital Markets, LLC (“Chardan”), generating gross proceeds of $1,850,000, which is described in Note 4. Following the closing of the Initial Public Offering on January 12, 2021, an amount of $50,000,000 ($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 Units was placed in a trust account (the “Trust Account”), of which $500,000 was deposited on January 13, 2021, and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of 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 as described below. On January 14, 2021, the underwriters fully exercised their over-allotment option, resulting in an additional 750,000 Units issued for an aggregate amount of $7,500,000. In connection with the underwriters’ full exercise of their over-allotment option, the Company also consummated the sale of an additional 15,000 Private Units at $10.00 per Private Unit, generating total proceeds of $7,650,000. A total of $7,500,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $57,500,000 (see Note 8). Transaction costs amounted to $4,844,093 consisting of $1,150,000 of underwriting fees, $1,725,000 of deferred underwriting fees and $1,969,093 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 Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and net of amounts previously released to the Company to pay its tax obligations) at the time of the signing of an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination 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. There is no assurance that the Company will be able to successfully effect a Business Combination. 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 stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per 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). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commission the Company will pay to the underwriters (as discussed in Note 6). 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 outstanding 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, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC 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 other 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, the Company’s Sponsor has agreed to (a) vote its Founder Shares (as defined in Note 5), Private Shares (as defined in Note 4) and any Public Shares held by it in favor of a Business Combination and (b) not to redeem any shares in connection with a stockholder vote to approve a Business Combination or sell any such 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. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed to (i) waive its redemption rights with respect to Founder Shares, Private Shares and any Public Shares it may acquire during or after the Initial Public Offering in connection with the consummation of a Business Combination and (ii) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders an opportunity to redeem their Public Shares in conjunction with any such amendment. However, the Sponsor will be entitled to liquidating distributions with respect to any Public Shares acquired if the Company fails to consummate a Business Combination or liquidates within the Combination Period (defined below). The Company has until October 12, 2021 (or until April 12, 2022 if the Company has executed a definitive agreement for a Business Combination by October 12, 2021 but has not completed the Business Combination within such 9-month period) to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination by October 12, 2021, and the Company has not entered into a definitive agreement for a Business Combination by such date, the Company may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of 15 months to complete a Business Combination (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $500,000, or $575,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per Public Share in either case, or an aggregate of $1,000,000 (or $1,150,000 if the over-allotment option is exercised in full)), on or prior to the date of the applicable deadline, for each three month extension. 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 the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor has agreed to waive its liquidation rights with respect to the Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares 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. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. 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, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor 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 amounts in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply 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 Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, 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. Going Concern and Management’s Plan Prior to the completion of the initial public offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since competed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations one year from the issuance date of these financial statements and therefore substantial doubt has been alleviated. 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 statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
RESTATEMENT AND REVISION OF PRE
RESTATEMENT AND REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 3 Months Ended |
Mar. 31, 2021 | |
RESTATEMENT AND REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | |
RESTATEMENT AND REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 - RESTATEMENT AND REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company has agreed to issue Chardan and/or its designees at the close of a Business Combination, a deferred discount equal to 0.5% of the amount sold in the Initial Public Offering in the form of the Company’s shares of common stock, at a price of $10.00 per share (28,750 shares). Subsequent to the filing of the March 31, 2021 Form 10-Q (the “Original Filing”), the Company determined that it should have recorded the value of the shares to be issued to Chardan in the amount of $287,500 as an expense of the Initial Public Offering, as of January 12, 2021 and as of March 31, 2021 resulting in a charge to stockholders’ equity, with a corresponding credit to deferred underwriting fee payable. The table below summarizes the effects of the revision of the January 12, 2021 balance sheet and the restatement of the March 31, 2021 restatement on the financial statements. As As Previousl Revised and Reported Adjustments Restated Balance sheet as of January 12, 2021 Deferred Underwriting Fee Payable $ 1,500,000 $ 250,000 $ 1,750,000 Common Stock Subject to Possible Redemption 44,104,220 (250,000) 43,854,220 Common Stock 238 3 241 Additional Paid-in Capital 5,001,449 (3) 5,001,446 Balance sheet as of March 31, 2021 Deferred Underwriting Fee Payable $ 1,725,000 $ 287,500 $ 2,012,500 Common Stock Subject to Possible Redemption 51,231,583 (287,499) 50,944,084 Common Stock 243 3 246 Additional Paid-in Capital 5,149,081 (4) 5,149,077 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 - 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, 2021. 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 of 2002, 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 statements 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 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 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. At December 31, 2020 the Company had no assets held in the Trust Account. Deferred Offering Costs Deferred 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 $5,131,593 were charged to stockholder’s equity upon the completion of the Initial Public Offering (see Note 1). As of March 31, 2021 and December 31, 2020, there were $0 and $61,894 of deferred offering costs recorded in the accompanying balance sheets. 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 Loss Per Common Share Net loss per share of common stock is computed by dividing net loss by the weighted average number of common shares outstanding during the period. At March 31, 2021 and December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The Company’s statement of operations includes a presentation of loss per share for common stock subject to possible redemption in a manner similar to the two-class method of loss per share. Net loss 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, by the weighted average number of common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, 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 loss 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 Interest earned on marketable securities held in Trust Account $ 223 Unrealized loss on marketable securities held in Trust Account 3,141 Income and franchise taxes (3,364) Net earnings $ — Denominator: Weighted Average common stock subject to possible redemption Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 5,090,614 Basic and diluted net income per share, common stock subject to possible redemption $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (147,635) Less: Net income allocable to common stock subject to possible redemption — Non-Redeemable Net Loss $ (147,635) Denominator: Weighted Average Non-redeemable Common stock Basic and diluted weighted average shares outstanding, Non-redeemable Common stock 2,310,301 Basic and diluted net loss per share, Non-redeemable Common stock $ (0.06) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. 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 Company’s balance sheet, 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. Recent Accounting Standards 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 financial statements. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and 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 adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. 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 of 2002, 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 statements 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 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 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 December 31, 2020. Deferred Offering Costs Deferred offering costs consisted of legal, accounting and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering. On January 12, 2021, offering costs amounting to $4,844,093 were charged to stockholder’s equity upon the completion of the Initial Public Offering (see Note 1). As of December 31, 2020, there were $61,894 of deferred offering costs recorded in the accompanying balance sheet. 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 statement 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 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. Net Loss Per Common Share Net loss per share of common stock is computed by dividing net loss by the weighted average number of common shares outstanding during the period, excluding shares of common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 187,500 shares of common stock that were subject to forfeiture by the Sponsor if the over-allotment option is not exercised by the underwriter (see Note 5). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. 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 Company’s balance sheet, primarily due to their short-term nature. Recent Accounting Standards 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 financial statements. |
INITIAL PUBLIC OFFERING_2
INITIAL PUBLIC OFFERING | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
INITIAL PUBLIC OFFERING | ||
INITIAL PUBLIC OFFERING | NOTE 4 - INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 5,750,000 Units, inclusive of 750,000 Units sold to the underwriters on January 14, 2021 upon the underwriters’ election to fully exercise their over-allotment option at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock and one right (“Public Right”). Each Public Right entitles the holder to receive one-tenth of one share of common stock at the closing of a Business Combination. | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 5,750,000 Units, inclusive of 750,000 Units sold to the underwriters on January 14, 2021 upon the underwriters’ election to fully exercise their over-allotment option at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock and one right (“Public Right”). Each Public Right entitles the holder to receive one-tenth of one share of common stock at the closing of a Business Combination (see Note 7). |
PRIVATE PLACEMENT_2
PRIVATE PLACEMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
PRIVATE PLACEMENT | ||
PRIVATE PLACEMENT | NOTE 5 - PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Chardan (and/or their designees) purchased an aggregate of 185,000 Private Units, at a price of $10.00 per Private Unit, for an aggregate purchase price of $1,850,000, in a private placement. The Sponsor purchased 135,000 Private Units and Chardan purchased 50,000 Private Units. On January 14, 2021, in connection with the underwriters’ election to fully exercise their over-allotment option, the Company sold an additional 15,000 Private Units to the Sponsor, at a price of $10.00 per Private Unit, generating additional gross proceeds of $150,000. Each Private Unit consists of one share of common stock (“Private Share”) and one right (“Private Right”). Each Private Right entitles the holder to receive one-tenth of one share of common stock at the closing of a Business Combination. The proceeds from the Private Units were added to the proceeds from the Initial Public Offering 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 Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Units and all underlying securities will expire worthless. | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Chardan (and/or their designees) purchased an aggregate of 185,000 Private Units, at a price of $10.00 per Private Unit, for an aggregate purchase price of $1,850,000, in a private placement. The Sponsor purchased 135,000 Private Units and Chardan purchased 50,000 Private Units. On January 14, 2021, in connection with the underwriters’ election to fully exercise their over-allotment option, the Company sold an additional 15,000 Private Units to the Sponsor, at a price of $10.00 per Private Unit, generating additional gross proceeds of $150,000. (see Note 8). Each Private Unit consists of one share of common stock (“Private Share”) and one right (“Private Right”). Each Private Right entitles the holder to receive one-tenth of one share of common stock at the closing of a Business Combination. The proceeds from the Private Units were added to the proceeds from the Initial Public Offering 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 Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Units and all underlying securities will expire worthless. |
RELATED PARTY TRANSACTIONS_2
RELATED PARTY TRANSACTIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS | ||
RELATED PARTY TRANSACTIONS | NOTE 6 - RELATED PARTY TRANSACTIONS Founder Shares On October 16, 2020, the Company issued 1,437,500 shares of common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000. The 1,437,500 Founder Shares include an aggregate of up to 187,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering and excluding the Private Shares). As a result of the underwriters’ election to fully exercise their over-allotment option on January 14, 2021, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of six months after the date of the consummation of a Business Combination and the date on which the closing price of the Company’s common stock equals or exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the consummation of a Business Combination and, with respect to the remaining 50% of the Founder Shares, six months after the date of the consummation of a Business Combination, or earlier in each 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 stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on January 12, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. However, pursuant to the terms of such agreement, the Company may delay payment of such monthly fee upon a determination by the Company’s Audit Committee that the Company lacks sufficient funds held outside the Trust Account to pay actual or anticipated expenses in connection with a Business Combination. For the three months ended March 31, 2021, the Company incurred and paid $30,000 in fees for these services, $10,000 of which such amount is included in accounts payable and accrued expenses in the accompanying balance sheets. Promissory Note — Related Party On August 1, 2020, the Company issued the Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate amount of $500,000 to cover expenses related to the Initial Public Offering. The Promissory Note is non-interest bearing and payable on the completion of the Initial Public Offering. As of March 31, 2021 and December 31, 2020, there was $0 and $61,894 in borrowings outstanding under the Promissory Note. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of a Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the Working Capital Loans may be converted into private units at a price of $10.00 per unit. The private units would be identical to the Private Units. In the event that a Business Combination does not close, the Company may use a portion of the 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. Related Party Extension Loans As discussed in Note 1, the Company may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of 15 months to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $500,000, or $575,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per Public Share in either case, or an aggregate of $1,000,000 (or $1,150,000 if the over-allotment option is exercised in full)), on or prior to the date of the applicable deadline, for each three month extension. Any such payments would be made in the form of a non-interest bearing, unsecured promissory note. Such notes would either be paid upon consummation of a Business Combination, or, at the relevant insider’s discretion, converted upon consummation of a Business Combination into additional Private Units at a price of $10.00 per Private Unit. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete a Business Combination. | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On October 16, 2020, the Company issued 1,437,500 shares of common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000. The 1,437,500 Founder Shares include an aggregate of up to 187,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering and excluding the Private Shares). As a result of the underwriters’ election to fully exercise their over-allotment option on January 14, 2021, no Founder Shares are currently subject to forfeiture (see Note 8). The Sponsor has agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of six months after the date of the consummation of a Business Combination and the date on which the closing price of the Company’s common stock equals or exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the consummation of a Business Combination and, with respect to the remaining 50% of the Founder Shares, six months after the date of the consummation of a Business Combination, or earlier in each 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 stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on January 12, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. However, pursuant to the terms of such agreement, the Company may delay payment of such monthly fee upon a determination by the Company’s Audit Committee that the Company lacks sufficient funds held outside the Trust Account to pay actual or anticipated expenses in connection with a Business Combination. Promissory Note — Related Party On August 1, 2020, the Company issued the Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate amount of $500,000 to cover expenses related to the Initial Public Offering. The Promissory Note is non-interest bearing and payable on the completion of the Initial Public Offering. As of December 31, 2020, there was $61,894 in borrowings outstanding under the Promissory Note, which is currently due on demand. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of a Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the Working Capital Loans may be converted into private units at a price of $10.00 per unit. The private units would be identical to the Private Units. In the event that a Business Combination does not close, the Company may use a portion of the 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. Related Party Extension Loans As discussed in Note 1, the Company may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of 15 months to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $500,000, or $575,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per Public Share in either case, or an aggregate of $1,000,000 (or $1,150,000 if the over-allotment option is exercised in full)), on or prior to the date of the applicable deadline, for each three month extension. Any such payments would be made in the form of a non-interest bearing, unsecured promissory note. Such notes would either be paid upon consummation of a Business Combination, or, at the relevant insider’s discretion, converted upon consummation of a Business Combination into additional Private Units at a price of $10.00 per Private Unit. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete a Business Combination. |
COMMITMENTS_2
COMMITMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
COMMITMENTS | ||
COMMITMENTS | NOTE 7 - COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on January 7, 2021, the holders of the Founder Shares, the Private Units, and any shares that may be issued in payment of Working Capital Loans (and all underlying securities) will be entitled to registration rights requiring the Company to register such securities for resale. 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 Founders 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 Units (and underlying securities) and securities issued in payment of Working Capital Loans can elect to exercise these registration rights at any time commencing on the date that the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding the foregoing, Chardan may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years, respectively, after the effective date of the Initial Public Offering and may not exercise its demand rights on more than one occasion. The registration 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 underwriters are entitled to a deferred fee of $0.30 per Unit, or $1,725,000. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In addition, the Company has agreed to issue Chardan and/or its designees at the close of a Business Combination, a deferred discount equal to 0.5% of the amount sold in the Initial Public Offering in the form of the Company’s shares of common stock, at a price of $10.00 per share (28,750 shares). The Company recorded the value of the shares to be issued in the amount of $287,500 as an expense of the Initial Public Offering, resulting in a charge to stockholders’ equity, with a corresponding credit to deferred underwriting fee payable. | NOTE 6 — COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on January 7, 2021, the holders of the Founder Shares, the Private Units, and any shares that may be issued in payment of Working Capital Loans (and all underlying securities) will be entitled to registration rights requiring the Company to register such securities for resale. 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 Founders 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 Units (and underlying securities) and securities issued in payment of Working Capital Loans can elect to exercise these registration rights at any time commencing on the date that the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding the foregoing, Chardan may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years, respectively, after the effective date of the Initial Public Offering and may not exercise its demand rights on more than one occasion. The registration 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 underwriters are entitled to 5.5% of the gross proceeds of the Company’s IPO as underwriting discounts, of which 2.0% was paid at the closing of the Company’s IPO. The payment of 3.5% of the gross proceeds of the Company’s IPO was deferred until the consummation of a business combination involving the Company, out of which 3.0% will be paid in cash and 0.5% will be paid in the form of the Company’s shares. On January 12, 2021, the Company consummated the IPO of 5,000,000 units, generating gross proceeds of $50,000,000, and paid $1,000,000 to the underwriters as the underwriting discounts. The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 750,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On January 14, 2021, the underwriter’s elected to fully exercise the over-allotment option to purchase an additional 750,000 Public Shares at a price of $10.00 per Public Share (see Note 8). The underwriters are entitled to a deferred fee of $0.30 per Unit, or $1,725,000, upon the exercise of the over-allotment option, on January 14, 2021. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In addition, the Company has agreed to issue Chardan and/or its designees at the close of a Business Combination, a deferred discount equal to 0.5% of the amount sold in the Initial Public Offering in the form of the Company’s shares of common stock, at a price of $10.00 per share (28,750 shares), see Note 8. |
STOCKHOLDERS' EQUITY_2
STOCKHOLDERS' EQUITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
STOCKHOLDERS' EQUITY | ||
STOCKHOLDERS' EQUITY | NOTE 8 - STOCKHOLDERS’ EQUITY Common Stock — The Company is authorized to issue 30,000,000 shares of common stock with a par value of $0.0001 per share. At March 31, 2021, there were 2,463,428 shares of common stock issued and outstanding, excluding 5,094,072 shares subject to possible redemption. At December 31, 2020, there were 1,437,500 shares of common stock issued and outstanding, excluding no shares subject to possible redemption. Rights — Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Public Right will automatically receive one-tenth (1/10) of one share of common stock upon consummation of a Business Combination, even if the holder of a Public Right converted all shares held by him, her or it in connection with a Business Combination or an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-business combination activities. In the event that the Company will not be the surviving company upon completion of a Business Combination, each holder of a Public Right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of a share underlying each Public Right upon consummation of the Business Combination. No additional consideration will be required to be paid by a holder of Public Rights in order to receive his, her or its additional shares of common stock upon consummation of a Business Combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of Public Rights to receive the same per share consideration the holders of the common stock will receive in the transaction on an as-converted into common stock basis. The Company will not issue fractional shares in connection with an exchange of Public Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. As a result, the holders of the Public Rights must hold rights in multiples of 8 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. 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 Public Rights will not receive any of such funds with respect to their Public Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Rights, and the Public Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the Public Rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. Representative Shares In January 2021, the Company intended to issue to Chardan and/or its designees 170,000 shares of common stock (the “Representative Shares”). The Company accounted for the Representative Shares as an expense of the Initial Public Offering, resulting in a charge directly to stockholders’ equity. The Company estimated the fair value of Representative Shares to be $1,700,000 based upon the offering price of the Units of $10.00 per Unit. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. The Representative Shares have been deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110(g)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners. | NOTE 7 — STOCKHOLDER’S EQUITY Common Stock — The Company is authorized to issue 5,000,000 shares of common stock with a par value of $0.0001 per share. At December 31, 2020, there were 1,437,500 shares of common stock issued and outstanding. Rights — Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Public Right will automatically receive one-tenth (1/10) of one share of common stock upon consummation of a Business Combination, even if the holder of a Public Right converted all shares held by him, her or it in connection with a Business Combination or an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-business combination activities. In the event that the Company will not be the surviving company upon completion of a Business Combination, each holder of a Public Right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of a share underlying each Public Right upon consummation of the Business Combination. No additional consideration will be required to be paid by a holder of Public Rights in order to receive his, her or its additional shares of common stock upon consummation of a Business Combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of Public Rights to receive the same per share consideration the holders of the common stock will receive in the transaction on an as-converted into common stock basis. The Company will not issue fractional shares in connection with an exchange of Public Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. As a result, the holders of the Public Rights must hold rights in multiples of 8 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. 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 Public Rights will not receive any of such funds with respect to their Public Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Rights, and the Public Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the Public Rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. Representative Shares In January 2021, the Company intended to issue to Chardan and/or its designees 170,000 shares of common stock (the “Representative Shares”). The Company accounted for the Representative Shares as an expense of the Initial Public Offering, resulting in a charge directly to stockholders’ equity. The Company estimated the fair value of Representative Shares to be $1,700,000 based upon the offering price of the Units of $10.00 per Unit. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. The Representative Shares have been deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110(g)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Level 2: Level 3: The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, December 31, Description Level 2021 2020 Assets: Marketable securities held in Trust Account 1 $ 57,503,797 $ — |
SUBSEQUENT EVENTS_2
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUBSEQUENT EVENTS | ||
SUBSEQUENT EVENTS | NOTE 10 - SUBSEQUENT EVENTS On April 6, 2021, the Company entered into an agreement and plan of merger (as it may be amended or restated from time to time the “Merger Agreement”), by and among MCAD Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Better Therapeutics, Inc. a Delaware corporation (“BTX”). Completion of the transaction is subject to approval of the Company’s stockholders and the satisfaction or waiver of certain other customary closing conditions. In connection with the Business Combination, the Company entered into subscription agreements dated as of April 6, 2021, with certain institutional and accredited investors, pursuant to which, among other things, the Company agreed to issue and sell, in a private placement, concurrent with the consummation of the Business Combination, an aggregate of 5,000,000 shares of common stock for $10.00 per share for an aggregate cash amount of $50,000,000. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than described above, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. | NOTE 8 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 12, 2021, the Company consummated the IPO of 5,000,000 units, which were sold at an offering price of $10.00 per unit, generating gross proceeds of $50,000,000. The Company granted the underwriters a 45-day option to purchase up to 750,000 additional Units to cover over-allotments. Simultaneously with the closing of the IPO, the Company consummated the private placement with Mountain Crest Capital LLC and Chardan Capital Markets, LLC of 185,000 units, generating total proceeds of $1,850,000. Transaction costs associated with the underwriters’ full exercise of their over-allotment option amounted to $375,000, consisting of $150,000 in cash underwriting fees and $225,000 of deferred underwriting fees. A total of $7,500,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $57,500,000. As a result of the underwriters’ election to fully exercise their over-allotment option, a total of 187,500 Founder Shares are no longer subject to forfeiture. |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
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, 2021. 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. | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
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 of 2002, 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 statements 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. | 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 of 2002, 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 statements 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 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 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. | Use of Estimates The preparation of 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 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. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At 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. At December 31, 2020 the Company had no assets held in the Trust Account. | |
Deferred Offering Costs | Deferred Offering Costs Deferred 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 $5,131,593 were charged to stockholder’s equity upon the completion of the Initial Public Offering (see Note 1). As of March 31, 2021 and December 31, 2020, there were $0 and $61,894 of deferred offering costs recorded in the accompanying balance sheets. | Deferred Offering Costs Deferred offering costs consisted of legal, accounting and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering. On January 12, 2021, offering costs amounting to $4,844,093 were charged to stockholder’s equity upon the completion of the Initial Public Offering (see Note 1). As of December 31, 2020, there were $61,894 of deferred offering costs recorded in the accompanying balance sheet. |
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. | 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 statement 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 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. |
Net Loss per Common Share | Net Loss Per Common Share Net loss per share of common stock is computed by dividing net loss by the weighted average number of common shares outstanding during the period. At March 31, 2021 and December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The Company’s statement of operations includes a presentation of loss per share for common stock subject to possible redemption in a manner similar to the two-class method of loss per share. Net loss 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, by the weighted average number of common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, 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 loss 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 Interest earned on marketable securities held in Trust Account $ 223 Unrealized loss on marketable securities held in Trust Account 3,141 Income and franchise taxes (3,364) Net earnings $ — Denominator: Weighted Average common stock subject to possible redemption Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 5,090,614 Basic and diluted net income per share, common stock subject to possible redemption $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (147,635) Less: Net income allocable to common stock subject to possible redemption — Non-Redeemable Net Loss $ (147,635) Denominator: Weighted Average Non-redeemable Common stock Basic and diluted weighted average shares outstanding, Non-redeemable Common stock 2,310,301 Basic and diluted net loss per share, Non-redeemable Common stock $ (0.06) | Net Loss Per Common Share Net loss per share of common stock is computed by dividing net loss by the weighted average number of common shares outstanding during the period, excluding shares of common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 187,500 shares of common stock that were subject to forfeiture by the Sponsor if the over-allotment option is not exercised by the underwriter (see Note 5). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
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 Company’s balance sheet, 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. | 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 Company’s balance sheet, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards 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 financial statements. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and 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 adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. | Recent Accounting Standards 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 financial statements. |
RESTATEMENT AND REVISION OF P_2
RESTATEMENT AND REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
RESTATEMENT AND REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | |
Schedule of Effects of Restatement on Financial Statements For All Periods Being Revised and Restated | As As Previousl Revised and Reported Adjustments Restated Balance sheet as of January 12, 2021 Deferred Underwriting Fee Payable $ 1,500,000 $ 250,000 $ 1,750,000 Common Stock Subject to Possible Redemption 44,104,220 (250,000) 43,854,220 Common Stock 238 3 241 Additional Paid-in Capital 5,001,449 (3) 5,001,446 Balance sheet as of March 31, 2021 Deferred Underwriting Fee Payable $ 1,725,000 $ 287,500 $ 2,012,500 Common Stock Subject to Possible Redemption 51,231,583 (287,499) 50,944,084 Common Stock 243 3 246 Additional Paid-in Capital 5,149,081 (4) 5,149,077 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Reconciliation of Net Loss per Common Share | The following table reflects the calculation of basic and diluted net loss 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 Interest earned on marketable securities held in Trust Account $ 223 Unrealized loss on marketable securities held in Trust Account 3,141 Income and franchise taxes (3,364) Net earnings $ — Denominator: Weighted Average common stock subject to possible redemption Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 5,090,614 Basic and diluted net income per share, common stock subject to possible redemption $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (147,635) Less: Net income allocable to common stock subject to possible redemption — Non-Redeemable Net Loss $ (147,635) Denominator: Weighted Average Non-redeemable Common stock Basic and diluted weighted average shares outstanding, Non-redeemable Common stock 2,310,301 Basic and diluted net loss per share, Non-redeemable Common stock $ (0.06) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
Schedule of company's assets that are measured at fair value on a recurring basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, December 31, Description Level 2021 2020 Assets: Marketable securities held in Trust Account 1 $ 57,503,797 $ — |
DESCRIPTION OF ORGANIZATION A_4
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Apr. 12, 2022USD ($)$ / shares | Oct. 12, 2021USD ($)$ / shares | Oct. 12, 2021USD ($)$ / sharesM | Apr. 06, 2021USD ($) | Jan. 14, 2021USD ($)$ / sharesshares | Jan. 13, 2021USD ($) | Jan. 12, 2021USD ($)$ / sharesshares | Jul. 31, 2020item | Jul. 31, 2020item | Mar. 31, 2021USD ($)$ / sharesshares | Apr. 12, 2022USD ($)$ / shares | Oct. 12, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)M | Oct. 12, 2020$ / shares |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Condition for future business combination number of businesses minimum | item | 1 | 1 | ||||||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | shares | 5,750,000 | |||||||||||||
Purchase price, per unit | $ / shares | $ 0.10 | $ 0.10 | $ 10 | $ 0.10 | $ 10 | |||||||||
Proceeds from Issuance of Private Placement | $ 2,000,000 | |||||||||||||
Proceeds from Issuance or Sale of Equity | $ 50,000,000 | |||||||||||||
Cash held outside the Trust Account | $ 7,500,000 | 392,903 | $ 24,764 | |||||||||||
Payments for investment of cash in Trust Account | 57,500,000 | $ 500,000 | 57,500,000 | |||||||||||
Transaction Costs | 5,131,593 | 4,844,093 | ||||||||||||
Underwriting fees | 1,150,000 | 1,150,000 | ||||||||||||
Deferred Offering Costs Noncurrent | $ 1,750,000 | 2,012,500 | 1,725,000 | |||||||||||
Other offering costs | $ 1,969,093 | $ 1,969,093 | ||||||||||||
Shares subject to forfeiture | shares | 0 | |||||||||||||
Condition for future business combination use of proceeds percentage | 80 | 80 | ||||||||||||
Condition for future business combination threshold Percentage Ownership | 50 | 50 | ||||||||||||
Condition for future business combination threshold Net Tangible Assets | $ 5,000,001 | $ 5,000,001 | ||||||||||||
Redemption limit percentage without prior consent | 20 | 20 | ||||||||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | 100.00% | ||||||||||||
Months to complete acquisition | M | 9 | 9 | ||||||||||||
Redemption period upon closure | 15 months | 15 months | ||||||||||||
Maximum Allowed Dissolution Expenses | $ 1,000,000 | $ 500,000 | ||||||||||||
Subsequent Event | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Purchase price, per unit | $ / shares | $ 0.10 | 0.10 | $ 0.10 | $ 10 | $ 0.10 | $ 0.10 | ||||||||
Proceeds from Issuance or Sale of Equity | $ 50,000,000 | |||||||||||||
Cash held outside the Trust Account | 7,500,000 | 7,500,000 | ||||||||||||
Payments for investment of cash in Trust Account | $ 57,500,000 | $ 500,000 | 57,500,000 | |||||||||||
Transaction Costs | 375,000 | |||||||||||||
Underwriting fees | 150,000 | |||||||||||||
Deferred Offering Costs Noncurrent | $ 225,000 | |||||||||||||
Redemption period upon closure | 15 months | |||||||||||||
Maximum Allowed Dissolution Expenses | $ 1,000,000 | $ 1,000,000 | ||||||||||||
Initial Public Offering | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | shares | 5,750,000 | 5,000,000 | ||||||||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | |||||||||
Proceeds from issuance initial public offering | $ 50,000,000 | |||||||||||||
Initial Public Offering | Subsequent Event | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | shares | 5,750,000 | 5,000,000 | ||||||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||||||||
Proceeds from issuance initial public offering | $ 50,000,000 | |||||||||||||
Initial Public Offering | Public Warrants | Subsequent Event | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Maximum Allowed Dissolution Expenses | $ 500,000 | |||||||||||||
Private Placement | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | shares | 15,000 | 185,000 | ||||||||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | ||||||||||||
Proceeds from Issuance of Private Placement | $ 7,650,000 | $ 1,850,000 | ||||||||||||
Private Placement | Subsequent Event | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | shares | 15,000 | 185,000 | ||||||||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | ||||||||||||
Proceeds from issuance initial public offering | $ 50,000,000 | |||||||||||||
Proceeds from Issuance of Private Placement | $ 7,650,000 | $ 1,850,000 | $ 1,850,000 | |||||||||||
Over-allotment option | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | shares | 750,000 | |||||||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||||||||
Proceeds from issuance initial public offering | $ 1,725,000 | |||||||||||||
Proceeds from Issuance of Private Placement | 150,000 | |||||||||||||
Proceeds from Issuance or Sale of Equity | $ 7,500,000 | |||||||||||||
Shares subject to forfeiture | shares | 187,500 | |||||||||||||
Maximum Allowed Dissolution Expenses | $ 1,150,000 | $ 575,000 | ||||||||||||
Over-allotment option | Subsequent Event | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | shares | 750,000 | 750,000 | ||||||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||||||||
Proceeds from Issuance of Private Placement | $ 150,000 | $ 1,850,000 | ||||||||||||
Proceeds from Issuance or Sale of Equity | $ 7,500,000 | |||||||||||||
Maximum Allowed Dissolution Expenses | $ 1,150,000 | $ 575,000 | $ 1,150,000 |
RESTATEMENT AND REVISION OF P_3
RESTATEMENT AND REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Additional Information (Details) - USD ($) | Jan. 14, 2021 | Jan. 12, 2021 | Mar. 31, 2021 | Oct. 12, 2021 | Jan. 31, 2021 | Oct. 12, 2020 | Dec. 31, 2019 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Share price per share | $ 10 | $ 0.10 | $ 10 | ||||
Shares issued | 5,750,000 | ||||||
Value of shares issued | $ 52,368,407 | ||||||
Initial Public Offering | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Share price per share | $ 10 | $ 10 | $ 10 | ||||
Shares issued | 5,750,000 | 5,000,000 | |||||
Chardan | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Percentage of underwriter discount to be paid in shares | 0.50% | ||||||
Share price per share | $ 10 | $ 10 | |||||
Chardan | Initial Public Offering | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Percentage of underwriter discount to be paid in shares | 0.50% | ||||||
Share price per share | $ 10 | ||||||
Shares issued | 28,750 | ||||||
Value of shares issued | $ 287,500 |
RESTATEMENT AND REVISION OF P_4
RESTATEMENT AND REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Effect of Restatement on Financial Statements (Details) - USD ($) | Mar. 31, 2021 | Jan. 12, 2021 | Dec. 31, 2020 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Deferred underwriting fee payable | $ 2,012,500 | $ 1,750,000 | $ 1,725,000 |
Common Stock Subject to Possible Redemption | 50,944,084 | 43,854,220 | |
Common stock | 246 | 241 | 144 |
Additional paid in capital | 5,149,077 | 5,001,446 | $ 24,856 |
As Previousl Reported | ASU 2020-06 | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Deferred underwriting fee payable | 1,725,000 | 1,500,000 | |
Common Stock Subject to Possible Redemption | 51,231,583 | 44,104,220 | |
Common stock | 243 | 238 | |
Additional paid in capital | 5,149,081 | 5,001,449 | |
Adjustments | ASU 2020-06 | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Deferred underwriting fee payable | 287,500 | 250,000 | |
Common Stock Subject to Possible Redemption | (287,499) | (250,000) | |
Common stock | 3 | 3 | |
Additional paid in capital | $ (4) | $ (3) |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Jan. 12, 2021 | |
Deferred offering costs | $ 0 | $ 61,894 | |
Unrecognized tax benefits | 0 | 0 | |
Cash, FDIC Insured Amount | 250,000 | ||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | |
Statutory tax rate (as a percent) | 21.00% | ||
Anti-dilutive securities attributable to warrants (in shares) | 187,500 | ||
Initial Public Offering | |||
Deferred offering costs | $ 5,131,593 | ||
Initial Public Offering | Subsequent Event | |||
Deferred offering costs | $ 4,844,093 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per Common Share (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Denominator For Calculation Of Earnings Per Share [Abstract] | |||
Basic and diluted weighted average shares outstanding | 2,310,301 | ||
Basic and diluted net income per share | $ (0.06) | ||
Earnings Per Share [Abstract] | |||
Net loss | $ (147,635) | $ (1,686) | $ (1,686) |
Non-Redeemable Net Loss | (147,635) | ||
Class A Common Stock Subject to Redemption | |||
Numerator For Calculation Of Earnings Per Share [Abstract] | |||
Interest earned on marketable securities held in Trust Account | 223 | ||
Unrealized loss on marketable securities held in Trust Account | 3,141 | ||
Income and franchise taxes | $ (3,364) | ||
Denominator For Calculation Of Earnings Per Share [Abstract] | |||
Basic and diluted weighted average shares outstanding | 5,090,614 | 1,250,000 | |
Basic and diluted net income per share | $ 0 | ||
Class A Common Stock Not Subject to Redemption | |||
Denominator For Calculation Of Earnings Per Share [Abstract] | |||
Basic and diluted weighted average shares outstanding | 2,310,301 | ||
Basic and diluted net income per share | $ (0.06) | $ 0 |
INITIAL PUBLIC OFFERING (Deta_2
INITIAL PUBLIC OFFERING (Details) - $ / shares | Jan. 14, 2021 | Jan. 12, 2021 | Mar. 31, 2021 | Apr. 12, 2022 | Oct. 12, 2021 | Oct. 12, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | 5,750,000 | |||||
Purchase price, per unit | $ 10 | $ 0.10 | $ 10 | |||
Subsequent Event | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Purchase price, per unit | $ 10 | $ 0.10 | 0.10 | |||
Initial Public Offering | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | 5,750,000 | 5,000,000 | ||||
Purchase price, per unit | $ 10 | $ 10 | $ 10 | |||
Number of shares in a unit | 1 | |||||
Number of warrants in a unit | 1 | |||||
Number of shares issuable per warrant | 0.10 | |||||
Initial Public Offering | Subsequent Event | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | 5,750,000 | 5,000,000 | ||||
Purchase price, per unit | $ 10 | |||||
Number of shares in a unit | 1 | |||||
Number of warrants in a unit | 1 | |||||
Number of shares issuable per warrant | 0.10 | |||||
Over-allotment option | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | 750,000 | |||||
Purchase price, per unit | $ 10 | |||||
Over-allotment option | Subsequent Event | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | 750,000 | 750,000 | ||||
Purchase price, per unit | $ 10 |
PRIVATE PLACEMENT (Details)_2
PRIVATE PLACEMENT (Details) - USD ($) | Jan. 14, 2021 | Jan. 12, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Apr. 12, 2022 | Oct. 12, 2021 | Jan. 31, 2021 | Oct. 12, 2020 | Dec. 31, 2019 |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 5,750,000 | ||||||||
Purchase price, per unit | $ 10 | $ 0.10 | $ 10 | ||||||
Proceeds from Issuance of Private Placement | $ 2,000,000 | ||||||||
Chardan | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Purchase price, per unit | $ 10 | $ 10 | |||||||
Subsequent Event | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Purchase price, per unit | $ 10 | $ 0.10 | $ 0.10 | ||||||
Over-allotment option | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 750,000 | ||||||||
Purchase price, per unit | $ 10 | ||||||||
Proceeds from Issuance of Private Placement | $ 150,000 | ||||||||
Over-allotment option | Sponsor | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 15,000 | ||||||||
Purchase price, per unit | $ 10 | ||||||||
Over-allotment option | Subsequent Event | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 750,000 | 750,000 | |||||||
Purchase price, per unit | $ 10 | ||||||||
Proceeds from Issuance of Private Placement | $ 150,000 | $ 1,850,000 | |||||||
Over-allotment option | Subsequent Event | Sponsor | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 15,000 | ||||||||
Purchase price, per unit | $ 10 | ||||||||
Private Placement | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 15,000 | 185,000 | |||||||
Purchase price, per unit | $ 10 | $ 10 | |||||||
Proceeds from Issuance of Private Placement | $ 7,650,000 | $ 1,850,000 | |||||||
Number of shares in a unit | 1 | ||||||||
Number of warrants in a unit | 1 | ||||||||
Number of shares per warrant | 0.10 | ||||||||
Private Placement | Sponsor | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 135,000 | ||||||||
Private Placement | Chardan | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 50,000 | ||||||||
Private Placement | Subsequent Event | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 15,000 | 185,000 | |||||||
Purchase price, per unit | $ 10 | $ 10 | |||||||
Proceeds from Issuance of Private Placement | $ 7,650,000 | $ 1,850,000 | $ 1,850,000 | ||||||
Number of shares in a unit | 1 | ||||||||
Number of warrants in a unit | 1 | ||||||||
Number of shares per warrant | 0.10 | ||||||||
Private Placement | Subsequent Event | Sponsor | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 135,000 | ||||||||
Private Placement | Subsequent Event | Chardan | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 50,000 |
RELATED PARTY TRANSACTIONS - _2
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | Oct. 16, 2020USD ($)D$ / sharesshares | Mar. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) | Jan. 14, 2021shares |
Related Party Transaction [Line Items] | ||||
Aggregate purchase price | $ | $ 1,700,000 | $ 25,000 | ||
Shares subject to forfeiture | 0 | |||
Sponsor | ||||
Related Party Transaction [Line Items] | ||||
Number of shares issued | 1,437,500 | |||
Aggregate purchase price | $ | $ 25,000 | |||
Shares subject to forfeiture | 187,500 | 0 | ||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | |||
Percentage of shares restricted for transfer after completion of business combination | 50 | |||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12.50 | |||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||
Sponsor | Minimum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Restrictions on transfer period of time after business combination completion | 6 months | |||
Sponsor | Subsequent Event | ||||
Related Party Transaction [Line Items] | ||||
Shares subject to forfeiture | 0 |
RELATED PARTY TRANSACTIONS - _3
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | Apr. 12, 2022 | Oct. 12, 2021 | Oct. 12, 2021 | Jan. 12, 2021 | Mar. 31, 2021 | Apr. 12, 2022 | Oct. 12, 2021 | Dec. 31, 2020 | Jan. 14, 2021 | Oct. 12, 2020 | Aug. 01, 2020 |
Related Party Transaction [Line Items] | |||||||||||
Repayment of promissory note - related party | $ 61,894 | ||||||||||
Redemption Period Upon Closure | 15 months | 15 months | |||||||||
Maximum Allowed Dissolution Expenses | $ 1,000,000 | $ 500,000 | |||||||||
Purchase price, per unit | $ 0.10 | $ 0.10 | $ 10 | $ 0.10 | $ 10 | ||||||
Subsequent Event | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Price of warrant | 10 | $ 10 | 10 | ||||||||
Redemption Period Upon Closure | 15 months | ||||||||||
Maximum Allowed Dissolution Expenses | $ 1,000,000 | $ 1,000,000 | |||||||||
Purchase price, per unit | $ 0.10 | $ 0.10 | $ 0.10 | $ 10 | $ 0.10 | $ 0.10 | |||||
Over-allotment option | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Maximum Allowed Dissolution Expenses | $ 1,150,000 | $ 575,000 | |||||||||
Purchase price, per unit | $ 10 | ||||||||||
Over-allotment option | Subsequent Event | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Maximum Allowed Dissolution Expenses | $ 1,150,000 | $ 575,000 | $ 1,150,000 | ||||||||
Purchase price, per unit | $ 10 | ||||||||||
Promissory Note with Related Party | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Maximum borrowing capacity of related party promissory note | $ 500,000 | ||||||||||
Outstanding balance of related party note | 0 | $ 61,894 | |||||||||
Administrative Support Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Expenses per month | $ 10,000 | ||||||||||
Expenses incurred and paid | 30,000 | ||||||||||
Administrative Support Agreement | Accounts payable and accrued expenses | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Expenses incurred and paid | 10,000 | ||||||||||
Related Party Loans | Subsequent Event | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Maximum Allowed Dissolution Expenses | 500,000 | ||||||||||
Related Party Loans | Over-allotment option | Subsequent Event | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Maximum Allowed Dissolution Expenses | $ 575,000 | ||||||||||
Related Party Loans | Working capital loans warrant | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Loan conversion agreement warrant | $ 1,500,000 | $ 1,500,000 | |||||||||
Price of warrant | $ 10 | $ 10 |
COMMITMENTS (Details)_2
COMMITMENTS (Details) | Jan. 14, 2021USD ($)$ / sharesshares | Jan. 12, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020 | Apr. 12, 2022$ / shares | Oct. 12, 2021$ / shares | Jan. 31, 2021$ / shares | Oct. 12, 2020$ / shares | Dec. 31, 2019$ / shares |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Period to exercise demand registration right | 5 years | 5 years | |||||||
Period to exercise piggy back registration right | 7 years | 7 years | |||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | shares | 5,750,000 | ||||||||
Sale of Units, net of underwriting discounts and offering expenses | $ | $ 52,368,407 | ||||||||
Purchase price, per unit | $ 10 | $ 0.10 | $ 10 | ||||||
Deferred fee per unit | $ 0.30 | ||||||||
Subsequent Event | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Percentage of underwriter discount | 5.5 | ||||||||
Percentage of underwriter discount paid | 2.00% | ||||||||
Percentage of underwriter discount deferred | 3.50% | ||||||||
Percentage of underwriter discount to be paid in cash | 3.00% | ||||||||
Percentage of underwriter discount to be paid in shares | 0.50% | ||||||||
Purchase price, per unit | $ 10 | $ 0.10 | 0.10 | ||||||
Initial Public Offering | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | shares | 5,750,000 | 5,000,000 | |||||||
Purchase price, per unit | $ 10 | $ 10 | $ 10 | ||||||
Proceeds from issuance initial public offering | $ | $ 50,000,000 | ||||||||
Initial Public Offering | Subsequent Event | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | shares | 5,750,000 | 5,000,000 | |||||||
Purchase price, per unit | $ 10 | ||||||||
Proceeds from issuance initial public offering | $ | $ 50,000,000 | ||||||||
Underwriter cash discount | $ | $ 1,000,000 | ||||||||
Over-allotment option | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | shares | 750,000 | ||||||||
Purchase price, per unit | $ 10 | ||||||||
Proceeds from issuance initial public offering | $ | $ 1,725,000 | ||||||||
Deferred fee per unit | $ 0.30 | ||||||||
Over-allotment option | Subsequent Event | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | shares | 750,000 | 750,000 | |||||||
Purchase price, per unit | $ 10 | ||||||||
Chardan | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Percentage of underwriter discount to be paid in shares | 0.50% | ||||||||
Purchase price, per unit | $ 10 | $ 10 | |||||||
Chardan | Initial Public Offering | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Percentage of underwriter discount to be paid in shares | 0.50% | ||||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | shares | 28,750 | ||||||||
Sale of Units, net of underwriting discounts and offering expenses | $ | $ 287,500 | ||||||||
Purchase price, per unit | $ 10 |
STOCKHOLDERS' EQUITY - Common_2
STOCKHOLDERS' EQUITY - Common Stock Shares (Details) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 12 Months Ended | ||||
Jan. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020$ / sharesshares | Oct. 12, 2021$ / shares | Jan. 12, 2021$ / shares | Oct. 12, 2020$ / shares | Dec. 31, 2019$ / shares | |
Class of Stock [Line Items] | ||||||||
Common shares, shares authorized (in shares) | 30,000,000 | 5,000,000 | 5,000,000 | |||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common shares, shares issued (in shares) | 2,463,428 | 1,437,500 | 1,437,500 | |||||
Common shares, shares outstanding (in shares) | 2,463,428 | 1,437,500 | 1,437,500 | |||||
Common stock subject to possible redemption, outstanding (in shares) | 5,094,072 | 0 | 0 | |||||
Ratio to be applied to the stock in the conversion | 0.10 | 0.10 | ||||||
Aggregate purchase price | $ | $ 1,700,000 | $ 25,000 | ||||||
Purchase price, per unit | $ / shares | $ 0.10 | $ 10 | $ 10 | |||||
Chardan | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares issued | 170,000 | |||||||
Aggregate purchase price | $ | $ 1,700,000 | |||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | ||||||
Common stock subject to redemption | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock subject to possible redemption, outstanding (in shares) | 5,094,072 | 0 | 0 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | Mar. 31, 2021USD ($) |
Assets: | |
Marketable securities held in Trust Account | $ 57,503,797 |
Level 1 | Recurring | |
Assets: | |
Marketable securities held in Trust Account | $ 57,503,797 |
SUBSEQUENT EVENTS (Details)_2
SUBSEQUENT EVENTS (Details) - Private Placement - Subsequent Event | Apr. 06, 2021USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
Consummated sale of units (in Shares) | shares | 5,000,000 |
Shares per unit (in Dollars per share) | $ / shares | $ 10 |
Aggregate cash amount | $ | $ 50,000,000 |