Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Jun. 15, 2021 | Jun. 30, 2020 | |
Document Information Line Items | |||
Entity Registrant Name | ALBERTON ACQUISITION CORPORATION | ||
Trading Symbol | ALAC | ||
Document Type | 10-K/A | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 4,615,238 | ||
Entity Public Float | $ 34,258,810 | ||
Amendment Flag | true | ||
Amendment Description | Alberton Acquisition Corporation (the “Company”, “we”, “our” or “us”) is filing this Amendment No. 1 to its Annual Report on Form 10-K (this “Amendment”) to amend and restate certain items of its Annual Report on Form 10-K for the year ended December 31, 2020, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 6, 2021 (the “Original Filing”).Restatement BackgroundOn April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to being treated as equity. Since their issuance on October 26, 2018 at the time of our initial public offering, our warrants were accounted for as equity within our balance sheet, and after discussion and evaluation, we have concluded that our warrants issued in the private placement in conjunction with our initial public offering, or private warrants, should be presented as liabilities with subsequent fair value remeasurement.Therefore, the Company, in consultation with the audit committee of the Company’s board of directors (the “Audit Committee”), concluded that its previously issued financial statements for the periods ended March 31, 2019, June 30, 2019, September 30, 2019, December 31, 2019, March 31, 2020, June 30, 2020, September 30, 2020 and December 31, 2020 should be restated because of a misapplication in the guidance around accounting for our outstanding private warrants to purchase common stock should no longer be relied upon.Historically, the private warrants were reflected as a component of equity as opposed to liabilities on the balance sheet and the statement of operations did not include the subsequent non-cash changes in estimated fair value of the private warrants, based on our application of Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity (“ASC 815-40”). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreements and the Company’s application of ASC 815-40 to the warrant agreement. We reassessed our accounting for the private warrants issued on October 26, 2018 and November 20, 2018, in light of the SEC Staff Statement. Based on this reassessment, we determined that the private warrants should be classified as liabilities measured at fair value upon issuance, with any subsequent changes in fair value reported in our Statement of Operations in each reporting period.The change in accounting for the private warrants did not have any impact on our liquidity, cash flows, revenues or costs of operating our business and the other non-cash adjustments to the previously reported Financial Statements or in any of the periods included in Item 8, Financial Statements and Supplementary Data in this filing. The change in accounting for the private warrants does not impact the amounts previously reported for the Company’s cash and cash equivalents, investments held in trust account, operating expenses or total cash flows from operations. Items AmendedThis Amendment presents the Original Filing, amended and restated with modifications as necessary to reflect the restatement. The following items in the Original Filing have been amended: Item 1A, Risk Factors, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operation, Item 8, Financial Statements and Supplementary Data, and Item 9A, Controls and Procedures.In addition, new certifications by the Company’s principal executive officer and principal financial officer are filed as exhibits (in Exhibits 31.1, 31.2, 32.1 and 32.2) to this Amendment.Except as described above, this Amendment does not amend, update or change any other items or disclosures contained in the Original Filing, and accordingly, this Amendment does not reflect or purport to reflect any information or events occurring after the original filing date or modify or update those disclosures affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC. | ||
Entity Central Index Key | 0001748621 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-38715 | ||
Entity Incorporation, State or Country Code | D8 | ||
Entity Tax Identification Number | 00-0000000 | ||
Entity Address, Address Line One | Room 1001, 10/F, Capital Center | ||
Entity Address, Address Line Two | 151 Gloucester Road | ||
Entity Address, City or Town | Wanchai | ||
Entity Address, Country | HK | ||
Entity Address, Postal Zip Code | N/A | ||
City Area Code | 852 | ||
Local Phone Number | 2117 1621 | ||
Title of 12(b) Security | Ordinary shares, no par value | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Cash | $ 1,545 | $ 477,154 |
Prepaid assets | 8,333 | |
Total Current Assets | 1,545 | 485,487 |
Cash and investments held in Trust Account | 15,364,991 | 119,045,327 |
Total Assets | 15,366,536 | 119,530,814 |
Liabilities and Shareholders’ Equity | ||
Accounts payable and accrued expenses | 181,293 | 13,699 |
Due to related parties | 402,106 | |
Promissory notes | 2,010,148 | 1,648,800 |
Promissory notes - related party | 1,080,000 | 300,000 |
Total Current Liabilities | 3,673,547 | 1,962,499 |
Warrants liabilities | 522,579 | 533,319 |
Deferred underwriting compensation | 4,020,797 | 4,020,797 |
Total Liabilities | 8,216,923 | 6,516,615 |
Commitments and Contingencies | ||
Ordinary shares subject to possible redemption, 197,756 and 10,426,080 shares at December 31, 2020 and 2019 (at conversion value of $10.87 and $10.36 per share), respectively | 2,149,607 | 108,014,189 |
Shareholders’ Equity: | ||
Preference shares, no par value, 1,000,000 shares authorized, none issued and outstanding | ||
Ordinary shares, no par value; 300,000,000 shares authorized; 4,417,482 and 4,263,670 shares (excluding 197,756 and 10,426,080 shares subject to possible redemption) at December 31, 2020 and 2019, respectively | 2,410,382 | 2,435,688 |
Retained earnings | 2,589,624 | 2,564,322 |
Total Shareholders’ Equity | 5,000,006 | 5,000,010 |
Total Liabilities and Shareholders’ Equity | $ 15,366,536 | $ 119,530,814 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Ordinary shares, par value (in Dollars per share) | $ 10.87 | $ 10.36 |
Shares subject to possible redemption | 197,756 | 10,426,080 |
Preferred shares, par value (in Dollars per share) | ||
Preferred shares, shares authorized | 100,000,000 | 100,000,000 |
Preferred shares, shares issued | ||
Preferred shares, shares outstanding | ||
Ordinary shares, par value (in Dollars per share) | ||
Ordinary shares, shares authorized | 300,000,000 | 300,000,000 |
Ordinary shares, shares issued | 4,417,482 | 4,263,670 |
Ordinary shares, shares outstanding | 4,417,482 | 4,263,670 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Income Statement [Abstract] | |||
Operating costs | $ 545,678 | $ 484,108 | |
Loss from operations | (545,678) | (484,108) | |
Other income: | |||
Interest income - bank | 836 | 2,193 | |
Interest income | 559,404 | 2,572,276 | |
Change in fair value of warrant liabilities | 10,740 | 77,859 | |
Total other income | 570,980 | 2,652,328 | |
Net income | 25,302 | 2,168,220 | |
Less: income attributable to ordinary shares subject to possible redemption | (78,261) | (2,334,598) | |
Adjusted net loss | $ (52,959) | $ (166,378) | |
Basic and diluted weighted average shares outstanding (in Shares) | [1] | 4,356,194 | 4,143,456 |
Adjusted basic and diluted net loss per ordinary share (in Dollars per share) | $ (0.01) | $ (0.04) | |
[1] | Excludes an aggregate of up to 197,756 and 10,426,080 shares subject to possible redemption at December 31, 2020 and 2019, respectively. |
Statements of Changes in Shareh
Statements of Changes in Shareholders’ Equity - USD ($) | Ordinary Shares | Retained Earnings | Total |
Balance at Dec. 31, 2018 | $ 4,603,901 | $ 396,102 | $ 5,000,003 |
Balance (in Shares) at Dec. 31, 2018 | 4,147,322 | ||
Change in ordinary shares subject to possible redemption | $ (2,168,213) | (2,168,213) | |
Change in ordinary shares subject to possible redemption (in Shares) | 116,348 | ||
Net income | 2,168,220 | 2,168,220 | |
Balance at Dec. 31, 2019 | $ 2,435,688 | 2,564,322 | 5,000,010 |
Balance (in Shares) at Dec. 31, 2019 | 4,263,670 | ||
Change in ordinary shares subject to possible redemption | $ (25,306) | (25,306) | |
Change in ordinary shares subject to possible redemption (in Shares) | 153,812 | ||
Net income | 25,302 | 25,302 | |
Balance at Dec. 31, 2020 | $ 2,410,382 | $ 2,589,624 | $ 5,000,006 |
Balance (in Shares) at Dec. 31, 2020 | 4,417,482 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | ||
Net income | $ 25,302 | $ 2,168,220 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest earned on investment held in Trust Account | (559,404) | (2,572,276) |
Change in fair value of warrant liabilities | (10,740) | (77,859) |
Changes in current assets and current liabilities: | ||
Prepaid assets | 8,333 | 5,429 |
Accounts payable and accrued expense | 167,594 | 3,610 |
Due to related parties | 402,106 | (2,379) |
Net Cash Used in Operating Activities | 33,191 | (475,255) |
Cash Flows from Investing Activities: | ||
Purchase of investment held in Trust Account | (1,650,148) | (1,148,800) |
Cash withdrawn from Trust Account to pay redeeming shareholders | 105,889,888 | |
Net Cash Provided by Investing Activities | 104,239,740 | (1,148,800) |
Cash Flows from Financing Activities: | ||
Proceeds from underwriter’s unit purchase option | 1,648,800 | |
Proceeds from promissory notes | 361,348 | |
Proceeds from promissory note – related party | 780,000 | |
Redemption of ordinary shares | (105,889,888) | |
Net Cash Provided by Financing Activities | (104,748,540) | 1,648,800 |
Net (Decrease) Increase in Cash | (475,609) | 24,745 |
Cash – Beginning of the year | 477,154 | 452,409 |
Cash – Ending of year | 1,545 | 477,154 |
Supplemental Disclosure of Non-cash Financing Activities: | ||
Change in value of ordinary shares subject to possible redemption | $ 25,306 | $ 2,168,213 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Organization and Business Operations | Note 1 — Or ganization and Business Operations Organization and General Alberton Acquisition Corporation (the “Company”) is a blank check company incorporated on February 16, 2018, under the laws of British Virgin Islands for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”). The Company’s efforts to identify a prospective target business are not limited to an industry or geographic location. As of December 31, 2020, the Company had not yet commenced any operations and has until April 26, 2021 to consummate a Business Combination. On March 26, 2021, the Company filed a definitive proxy statement in Form 14A for the purposes of seeking its shareholder approval to extend the date before which the Company must complete an initial Business Combination until October 26, 2021 or such earlier date as determined and related matters at a special meeting in lieu of the 2020 Annual Meeting in order to be compliance with Annual Meeting Requirement. As of the date of these financial statements no extension has been approved. The Company has one subsidiary, Alberton Merger Subsidiary Inc., a wholly owned subsidiary of the Company incorporated in Nevada on October 16, 2020 (“Merger Sub”). The Merger Sub was established for the purpose of the potential Business Combination with SolarMax Technology, Inc., a Nevada corporation (“SolarMax”). Alberton will re-domesticate from a British Virgin Islands corporation into a Nevada corporation so as to continue as a Nevada corporation immediately prior to the closing of the Business Combination with SolarMax, if consummated by April 26, 2021 or October 26, 2021 if the Business Combination deadline is extended. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after April 26, 2021. Financing The registration statement for the Company’s initial public offering (the “Initial Public Offering” as described in Note 4) was declared effective by the United States Securities and Exchange Commission (“SEC”) on October 23, 2018. On October 26, 2018, the Company consummated the Initial Public Offering of 10,000,000 units at $10.00 per unit (“Units” or “Public Units” and, with respect to the ordinary shares included in the Public Units offered, the “Public Shares”), generating gross proceeds of $100,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 300,000 units (the “Private Units”) at a price of $10.00 per Unit in a private placement to the Company’s sponsor, Hong Ye Hong Kong Shareholding Co., Limited (the “Sponsor”), generating gross proceeds of $3,000,000, which is described in Note 5. On November 20, 2018, the underwriters exercised the over-allotment option in part and purchased 1,487,992 Public Units, which were sold at an offering price of $10.00 per Unit, generating gross proceeds of $14,879,920. Simultaneously with the sale of the over-allotment Public Units, the Company consummated the private placement of an additional 29,760 Private Units at a price of $10.00 per Unit, generating total additional gross proceeds of $297,600. Trust Account Following the closing of the Initial Public Offering on October 26, 2018, an amount of $100,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Public Units in the Initial Public Offering and the Private Units was placed in a trust account (“Trust Account”). Following the closing of underwriters’ exercise of over-allotment option on November 20, 2018, an additional $14,879,920 of net proceeds ($10.00 per Unit) was placed in the Trust Account, bringing the aggregate proceeds held in the Trust Account to $114,879,920. On April 23, 2020, the Company filed an amendment to its Articles of Association with the Registrar of the British Virgin Islands to extend the time that it needs to complete an initial Business Combination from April 27, 2020 to October 26, 2020 or such an earlier date as determined by its board of directors (the “Extension”). In connection with the Extension, shareholders holding 10,073,512 public shares exercised their right to redeem such shares for a pro rata portion of the Trust Account. As a result, an aggregate of $105,879,118 (or $10.51 per share) was removed from the Trust Account to pay such shareholders. On October 26, 2020, the Company filed an amendment to its Articles of Association with the Registrar of the British Virgin Islands to extend the time that it needs to complete an initial Business Combination from October 26, 2020 to April 26, 2021 or such an earlier date as determined by its board of directors (the “Second Extension”). In connection with the Second Extension, shareholders holding 1,000 public shares exercised their right to redeem such shares for a pro rata portion of the Trust Account. As a result, an aggregate of $10,770 (or $10.77013 per share) was removed from the Trust Account to pay such shareholders. The funds in the Trust Account are 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 Company’s failure to consummate a Business Combination by April 27, 2020 (the “Combination Period”). Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek all vendors, service providers, prospective target businesses or other entities it engages, to execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. Additionally, the interest earned on the Trust Account balance may be released to the Company to pay the Company’s tax obligations. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Units, although substantially all the net proceeds are intended to be generally applied toward consummating a Business Combination. The Company’s 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 (excluding any deferred underwriter’s fees and taxes payable on the income earned on the Trust Account), which the Company refers to as the 80% test, at the time of the signing of an agreement to enter into a Business Combination. However, 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. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% test. The Company will provide its shareholders 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 shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account ($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 Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to Amended and Restated Memorandum and Articles of Association, 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, a shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder 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 shareholder approval in connection with a Business Combination, the Initial Shareholders (defined in Note 6 - Related Party Transactions) have agreed to vote their initial shares and private shares, as well as any Public Shares acquired in or after the Initial Public Offering, in favor of any proposed Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. The amount in the Trust Account (less the aggregate nominal par value of the shares of the Company’s public shareholders) under the Companies Law will be treated as share premium which is distributable under the Companies Law provided that immediately following the date on which the proposed distribution is proposed to be made, the Company is able to pay the debts as they fall due in the ordinary course of business. If the Company is forced to liquidate the Trust Account, the public shareholders would be distributed the amount in the Trust Account calculated as of the date that is two days prior to the distribution date (including any accrued interest). The Initial Shareholders have agreed to (i) vote their insider shares (as well as any Public Shares acquired in or after the Initial Public Offering) in favor of any proposed Business Combination, (ii) waive their conversion rights with respect to their initial share (as well as any other shares acquired in or after the Initial Public Offering) in connection with the consummation of a Business Combination, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their initial shares if the Company fails to consummate a Business Combination within the Combination Period, and (iv) not propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association 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 shareholders with the opportunity to redeem their shares in conjunction with any such amendment. Agreement and Plan of Merger with SolarMax On October 27, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Merger Sub and SolarMax Technology, Inc., a Nevada corporation (“SolarMax”). SolarMax is an integrated solar energy company. It was founded in 2008 to conduct business in the U.S. and subsequently commenced operation in China following two acquisitions in 2015. Through its subsidiaries, it is primarily engaged selling and installing integrated photovoltaic systems for residential and commercial customers in the United States which is its original business, identifying and procuring solar farm system projects for resale to third party developers and related services in China; providing engineering, procuring and construction services, which are referred to in the industry as EPC services, for solar farms in China, financing the sale of its photovoltaic systems and servicing installment sales by its customers in the United States and providing exterior and interior light-emitting diodes, known as LED, lighting sales and retrofitting services for governmental and commercial applications. Pursuant to the Merger Agreement, among other things, Merger Sub will merge with and into SolarMax, with SolarMax continuing as the surviving entity and a wholly-owned subsidiary of the Company (the “Merger”). The Merger will become effective at such time on the date of Closing, pursuant to the Merger Agreement, as the articles of merger is duly filed with the Secretary of State of the State of Nevada or such later time as may be specified in the articles of merger (the “Effective Time”). The transactions contemplated in the Merger Agreement are referred to as “Business Combination”. The closing of the Merger Agreement shall be upon the consummation of the Business Combination (the “Closing”). At the Closing, the Company will change its name to “SolarMax Technology Holdings, Inc.” (the “Successor”). The Closing is contingent upon shareholder approval and other customary Closing conditions. The Company’s amended and restated memorandum and articles of association provided that the Company will have until April 26, 2021 (with two three-month extensions) to complete its initial Business Combination. If the Company is unable to complete its initial business combination by April 26, 2021 or such longer period that its shareholders may approve, 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 Trust Account not previously released to the Company for its tax obligations, divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, seek to dissolve and liquidate subject to its obligations under British Virgin Islands law to provide for claims of creditors in all cases subject to and the other requirements of applicable law. This redemption of public shares from the Trust Account shall be effected as required by function of its amended and restated memorandum and articles of association and prior to any voluntary winding up, although at all times subject to the Companies Act. Following the redemption of public shares, the Company intends to enter “voluntary liquidation” which is the statutory process for formally closing and dissolving a company under the laws of the British Virgin Islands. Given that the Company intends to enter voluntary liquidation following the redemption of public shareholders from the Trust Account, the Company does not expect that the voluntary liquidation process will cause any delay to the payment of redemption proceeds from its Trust Account. In connection with such a voluntary liquidation, the liquidator would give notice to creditors inviting them to submit their claims for payment, by notifying known creditors (if any) who have not submitted claims and by placing a public advertisement in at least one newspaper published in the British Virgin Islands and in at least one newspaper circulating in the location where the Company has its principal place of business, and taking any other steps the liquidator considers appropriate to identify its creditors, after which its remaining assets would be distributed. As soon as its affairs are fully wound-up, the liquidator must complete his statement of account and make a notice filing with the registrar. The Company would be dissolved once the registrar issues a Certificate of Dissolution. Liquidation The Company initially had until October 26, 2019 to consummate a Business Combination, however, if the Company anticipated that it would not be able to consummate a Business Combination by such deadline, it could extend the period to consummate a Business Combination by an additional six months (for a total of up to 18 months to complete a Business Combination). Pursuant to the terms of the Company’s Amended and Restated Memorandum and Articles of Association and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order to extend the time available for the Company to consummate the Business Combination, the Company’s insiders or their affiliates or designees, upon five days advance notice prior to each applicable deadline, must deposit into the Trust Account $1,148,799 on or prior to the date of such applicable deadline. On October 18, 2019, the Company deposited $1,148,799 into its Trust Account (the “Extension Funds”) to extend the period to consummate a Business Combination until January 24, 2020. The Extension Funds were proceeds of a note in the principal amount of $1,148,800 (the “GN Note 1”) the Company issued to Global Nature Investment Holdings Limited (“Global Nature”), a company incorporated under the laws of the Cayman Islands, its registered assignees or successor in interest (the “Payee”). The GN Note 1 was issued in connection with a non-binding letter of intent entered into by and between Alberton and Global Nature on September 13, 2019, to consummate a potential Business Combination with Global Nature (the “GN LOI”) (see Note 7). On January 23, 2020, the Company deposited an additional $1,148,800 into the Trust Account to further extend the time available for the Company to complete a Business Combination from January 24, 2020 to April 27, 2020 (the “Extension”). The Extension was partially funded from a $780,000 loan provided by the Sponsor and $368,800 from the Company’s working capital. In connection with the loan provided by the Sponsor, the Company issued a promissory note (the “Sponsor Note”) to the Sponsor in the aggregate principal amount of $780,000 (see Note 6). On April 23, 2020, the Company held a special meeting pursuant to which the Company’s shareholders approved extending the Extension from April 27, 2020 to October 26, 2020 (the “Extended Date”). In connection with the approval of the extension, shareholders elected to redeem an aggregate of 10,073,512 of the Company’s ordinary shares. As a result, an aggregate of $105,879,118 (or $10.51 per share) was released from the Company’s Trust Account to pay such shareholders. On the same day, in connection with the Extension, the Company filed with the Registrar of the British Virgin Islands an amendment to Regulation 47 of its Articles of Association., and entered into an amendment to the trust agreement with the trust agent to extend the final liquidation date of the Trust Account to the 24-month anniversary of the closing of its Initial Public Offering, which is October 26, 2020. The Company agreed to contribute, or cause to be contributed on its behalf (the “Cash Contribution”), $60,000 for the aggregate number of Public Shares that did not convert in connection with the Extension (the “Remaining Public Shares”) for each monthly period or portion thereof that is needed to complete a Business Combination (commencing on April 27, 2020 until the earlier of the consummation of a Business Combination and the expiry of the Extension). The Cash Contribution will be deposited as additional interest on the proceeds in the Trust Account and will be distributed pro rata as a part of the redemption amount to each Remaining Public Share in connection with a future redemption. In addition, at the earlier date (the “Issuance Date”) of the consummation of its initial Business Combination and the expiry of the Extension, the Company will issue a dividend of one warrant to purchase one-half of one ordinary share for each Remaining Public Share. Each such warrant will be identical to the warrants included in the Units sold in the Company’s Initial Public Offering (the “Dividend”, collectively with the Cash Contribution, the “Contribution”). Through December 31, 2020, the Company deposited an aggregate of $501,348 into the Trust Account to fund the Extension. The Extension was partially funded from an $140,000 advance provided by the Sponsor (see Note 6), $100,000 from the AMC Note (defined below) and $261,348 from the SolarMax Notes (see Note 7). On October 26, 2020, the Company held a special meeting pursuant to which the Company’s shareholders approved extending the Extended Date from October 26, 2020 to April 26, 2021 or such earlier date as determined by the Board was voted on and approved (the “Second Extended Date”). In connection with the approval of the extension (the “Second Extension”), shareholders elected to redeem an aggregate of 1,000 of the Company’s ordinary shares. As a result, an aggregate of $10,770 (or $10.77013 per share) was released from the Company’s Trust Account to pay such shareholders. On the same day, in connection with the Second Extension, the Company filed with the Registrar of the British Virgin Islands another amendment to Regulation 47 of its Articles of Association and entered into another amendment to the trust agreement with the trust agent to extend the final liquidation date of the Trust Account to the 30-month anniversary of the closing of its Initial Public Offering, which is April 26, 2021. The Company agreed to contribute, or cause to be contributed on its behalf (the “Second Cash Contribution”), $0.05 per share for the aggregate number of Public Shares that did not convert in connection with the Second Extension (the “Remaining Public Shares Post Second Extension”) for each monthly period or portion thereof that is needed to complete a Business Combination (commencing on October 26, 2020 until the earlier of the consummation of a Business Combination and the expiry of the Second Extension). The Second Cash Contribution will be deposited as additional interest on the proceeds in the Trust Account and will be distributed pro rata as a part of the redemption amount to each Remaining Public Share in connection with a future redemption. Any additional loans that may be made to the Company to fund the Contribution will not bear interest and will be repayable by the Company upon consummation of a Business Combination. The Company’s officers, directors or affiliates will have the sole discretion whether to continue extending additional loans for additional calendar months until the Extended Date and if the officers, directors or affiliates determine not to continue extending additional loans for additional calendar months, their obligation to extend additional loans following such determination will terminate. NASDAQ Delisting Notifications and Grant of an Extension of Compliance On September 1, 2020, the Company received a notice from the Listing Qualifications Department of The NASDAQ Stock Market (“Nasdaq”) indicating that the Company was not in compliance with Listing Rule 5550(a)(3) (the “Minimum Public Holders Rule”), which requires the Company to have at least 300 public holders for continued listing on the NASDAQ Capital Market. The Company had until October 15, 2020 to provide Nasdaq with a plan to regain compliance with the Minimum Public Holders Rule. The notice is a notification of deficiency, not of imminent delisting, and had no current effect on the listing or trading of the Company’s securities on Nasdaq. The Company submitted its plan of compliance on October 16, 2020. On October 29, 2020, the Company received a notification letter from Nasdaq stating that the Nasdaq Staff had determined to grant the Company an extension of time through March 1, 2021 to regain compliance with Minimum Public Holders Rule. On February 18, 2021, the Company received a letter from Nasdaq, advising the Company that the Company had regained compliance with the Minimum Public Holders Rule based on the Company’s submissions to Nasdaq of shareholder records dated January 20, 2021. On January 4, 2021, Nasdaq advised the Company that it no longer complies with Nasdaq Listing Rule 5620(a) due to the Company’s failure to hold an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year ended December 31, 2019 (the “Annual Meeting Requirement”). On March 16, 2021, after the Company’s submission of a plan to regain compliance with Annual Meeting Requirement, the Company received a notification letter from Nasdaq stating that the Nasdaq Staff had determined to grant the Company an extension of time through June 29, 2021 to regain compliance with the Annual Meeting Requirement. On March 26, 2021, the Company filed a definitive proxy statement in Form 14A for the purposes of seeking its shareholder approval to extend the date before which the Company must complete an initial Business Combination until October 26, 2021 or such earlier date as determined and related matters at a special meeting in lieu of the 2020 Annual Meeting in order to be compliance with Annual Meeting Requirement. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder 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. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Restatement of Previously Issued Financial Statements | Note 2 — Restatement of Previously Issued Financial Statements In connection with the release of the Securities and Exchange Commission’s “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” on April 12, 2021, the Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on the re-evaluation, the Company concluded that the public warrants (as defined in Note 4) meet the criteria of equity classification and its historical accounting as equity is appropriate, which should be recorded at their relative fair value at the issuance date and remeasurement is not required. The Company previously accounted for its outstanding warrants issued in the Private Units (“Private Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Private Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. Based on management’s evaluation, in consultation with the Company’s audit committee, the Company’s management concluded that the Company’s Private Warrants are not indexed to the Company’s ordinary shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. As a result, the Company should have classified the Private Warrants as derivative liabilities in its previously issued financial statements in its Form 10-K. Under this accounting treatment, the Company is required to measure the fair value of the Private Warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The restated classification and reported values of the Private Warrants as accounted for under ASC 815-40 are included in the financial statements herein. As Adjustments As Balance Sheet as of December 31, 2019 Warrant liabilities $ - $ 533,319 $ 533,319 Ordinary shares subject to possible redemption $ 108,547,510 $ (533,321 ) $ 108,014,189 Ordinary shares $ 2,567,939 $ (132,251 ) $ 2,435,688 Retained earnings $ 2,432,069 $ 132,253 $ 2,564,322 Total shareholders’ equity $ 5,000,008 $ 2 $ 5,000,010 As Adjustments As Balance Sheet as of December 31, 2020 Warrant liabilities $ - $ 522,579 $ 52,579 Ordinary shares subject to possible redemption $ 2,672,183 $ (522,576 ) $ 2,149,607 Ordinary shares $ 2,553,378 $ (142,996 ) $ 2,410,382 Retained earnings $ 2,446,631 $ 142,993 $ 2,589,624 Total shareholders’ equity $ 5,000,009 $ (3 ) $ 5,000,006 As Adjustments As Statement of Operations for the Year Ended December 31, 2019 Change in fair value of warrant liabilities $ - $ 77,859 $ 77,859 Net income $ 2,090,361 $ 77,859 $ 2,168,220 Income attributable to ordinary shares subject to possible redemption $ (2,345,916 ) $ 11,318 $ (2,334,598 ) Adjusted net loss $ (255,555 ) $ 89,177 $ (166,378 ) Basic and diluted weighted average shares outstanding 4,097,705 45,751 4,143,456 Adjusted basic and diluted net loss per ordinary share $ (0.06 ) $ 0.02 $ (0.04 ) As Adjustments As Statement of Operations for the Year Ended December 31, 2020 Change in fair value of warrant liabilities $ - $ 10,740 $ 10,740 Net income $ 14,562 $ 10,740 $ 25,302 Income attributable to ordinary shares subject to possible redemption $ (97,280 ) $ 19,019 $ (78,261 ) Adjusted net loss $ (82,718 ) $ 29,759 $ (52,959 ) Basic and diluted weighted average shares outstanding 4,307,454 48,740 4,356,194 Adjusted basic and diluted net loss per ordinary share $ (0.02 ) $ 0.01 $ (0.01 ) As Adjustments As Statement of Cash Flows for the Year Ended December 31, 2019 Net income $ 2,090,361 $ 77,859 $ 2,168,220 Change in fair value of warrant liabilities - $ (77,859 ) $ (77,859 ) As Adjustments As Statement of Cash Flows for the Year Ended December 31, 2020 Net income $ 14,562 $ 10,740 $ 25,302 Change in fair value of warrant liabilities - $ (10,740 ) $ (10,740 ) |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 3 — Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020 and 2019. Investments Held in Trust Account At December 31, 2020, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. At December 31, 2019, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. Warrants Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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’s management determined that the British Virgin Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 2020 and December 31, 2019 and no amounts accrued for interest and penalties. 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 Company is considered an exempted British Virgin Islands Company and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. As such, the Company’s tax provision is zero for the period presented. Adjusted Net Loss per Ordinary Share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Adjusted net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares issued and outstanding for the period. Ordinary shares subject to possible redemption at December 31, 2020 and 2019, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic and diluted adjusted net loss per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. At December 31, 2020 and 2019, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the loss of the Company. As a result, diluted adjusted net loss per ordinary share is the same as basic adjusted net loss per ordinary share for the periods presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments (As Restated) The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. 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 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and 2019 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level December 31, December 31, Warrant liabilities – Private Warrants 3 $ 522,579 $ 533,319 The change in the fair value of warrant liabilities regarding Level 3 fair value measurements is summarized as follows Warrant liabilities at December 31, 2018 $ 611,178 Change in fair value of warrants liabilities for the year ended December 31, 2019 (77,859 ) Warrant liabilities at December 31, 2019 533,319 Change in fair value of warrants liabilities for the year ended December 31, 2020 (10,740 ) Warrant liabilities at December 31, 2020 $ 522,579 The Private Warrants are accounted for as liabilities in accordance with ASC 815-40 as the Company concluded that its Private Warrants are not indexed to the Company’s ordinary shares because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares and are presented within warrant liabilities on the Company’s accompanying balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. The fair value of the Private Warrants was estimated using the Black-Scholes option-pricing model. The application of the Black-Scholes option-pricing model requires the use of a number of inputs and significant assumptions including volatility. Significant judgment is required in determining the expected volatility of the ordinary shares. Due to the limited history of trading of the Company’s ordinary shares, the Company determined expected volatility based on a peer group of publicly traded companies. The following reflects the inputs and assumptions used: December 31, December 31, Stock price $ 11.41 $ 10.35 Exercise price $ 11.50 $ 11.50 Risk-free interest rate 0.40 % 1.71 % Expected term (in years) 5.25 5.25 Expected dividend yield 0.00 % 0.00 % Expected volatility 41.59 % 37.70 % Merger probability adjustment 75.00 % 95.00 % Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2020 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 4 — Initial Public Offering Public Unit Pursuant to the Initial Public Offering on October 26, 2018, the Company sold 10,000,000 Units at a purchase price of $10.00 per Unit. On November 20, 2018, in connection with the underwriters’ exercise of their over-allotment option, the Company consummated the sale of an additional 1,487,992 Public Units at $10.00 per Unit. Each Unit consists of one ordinary share, one redeemable warrant (“Public Warrant”), and one right (“Public Right”). Each whole redeemable warrant entitles the holder to purchase one half of one ordinary share at an exercise price of $11.50 (see Note 11). Every 10 Public Rights will convert automatically into one ordinary share upon consummation of a Business Combination (see Note 11). If the Company does not complete its Business Combination within the necessary time period described in Note 1, the Public Warrants and Public Rights will expire and be worthless. Since the Company is not required to net cash settle the Public Warrants and Public Rights, and the Public Warrants and Public Rights are convertible upon the consummation of the Business Combination, management determined that the Public Warrants and Public Rights are classified within shareholders’ equity as “Additional paid-in capital” upon their issuance in accordance with ASC 815-40. The proceeds from the sale are allocated to Public Shares and Public Warrants and Public Rights based on the relative fair value of the securities in accordance with ASC 470-20-30. The value of the Public Shares, Public Warrants and Public Rights was based on the closing price paid by investors. At the closing of the Initial Public Offering and over-allotment option, the Company paid an upfront underwriting discount of $2,000,000 and $297,598, 2.0% of the per unit offering price to the underwriter, respectively, with an additional fee of $3,500,000 and $520,797 (the “Deferred Discount”), 3.5% of the gross offering proceeds payable upon the completion of the Business Combination, respectively. The Deferred Discount will become payable to the underwriter from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. In the event that the Company does not close a Business Combination, the underwriter has waived its right to receive the Deferred Discount. The underwriter is not entitled to any interest accrued on the Deferred Discount. Total offering costs were $3,060,924, which consisted of $2,297,598 of underwriter’s commissions and $763,325 of other offering costs. Purchase Option On October 26, 2018, the Company sold the underwriter (and its designees), for $100, an option to purchase up to 500,000 Units exercisable at $11.50 per Unit (or an aggregate exercise price of $5,750,000) commencing on the consummation of a Business Combination. The purchase option may be exercised for cash or on a cashless basis, at the holder’s option, and expires five years from the effective date of the registration statement related to the Initial Public Offering. The Units issuable upon exercise of this option are identical to those offered in the Initial Public Offering, with 500,000 ordinary shares, warrants to purchase 250,000 shares and rights to receive 50,000 ordinary shares that may be issued upon exercise of the option. The Company accounted for the unit purchase option, inclusive of the receipt of $100 cash payment, as an expense of the Initial Public Offering resulting in a charge directly to shareholders’ equity. The Company estimated the fair value of this unit purchase option to be approximately $1,603,060 (or $3.206 per Unit) using the Black-Scholes option-pricing model. The fair value of the unit purchase option granted to the underwriters was estimated as of the date of grant using the following assumptions: (1) expected volatility of 38%, (2) risk-free interest rate of 2.29% (the interest rate on a three-month US Treasury Bill on October 26, 2018) and (3) expected life of five years. |
Private Placements
Private Placements | 12 Months Ended |
Dec. 31, 2020 | |
Private Placements [Abstract] | |
Private Placements | Note 5 — Private Placements Simultaneously with the Initial Public Offering, the Company’s Sponsor purchased an aggregate of 300,000 Private Units at $10.00 per Unit (for a total purchase price of $3,000,000). On November 20, 2018, in connection with the underwriters’ partial exercise of their over-allotment option, the Company consummated the sale of additional 29,760 Private Units, generating gross proceeds of $297,600. The proceeds from the Private Units were added to the proceeds from the Initial Public Offering held in the Trust Account. The Private Units are identical to the units sold in the Initial Public Offering except the Private Units are non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the Sponsor or its permitted transferees. The purchasers of the Private Units have agreed not to transfer, assign or sell any of the Private Units or underlying securities (except to the same permitted transferees as the founder shares) until the completion of the Business Combination. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 — Related Party Transactions Founder Shares In August 2018, the Company issued 1,725,000 Class B ordinary shares to its initial shareholders as founder shares, of which an aggregate of 1,650,000 Class B ordinary shares were issued for an aggregate purchase price of $17,250 or $0.010454545 per share, and an aggregate of 75,000 Class B ordinary shares were issued for services rendered. On September 10, 2018, the Company issued an additional 1,150,000 Class B ordinary shares to its initial shareholders as founder shares, of which an aggregate of 1,135,000 Class B ordinary shares were issued for an aggregate purchase price of $2,300 or approximately $0.00202643 per share, and an aggregate of 15,000 Class B ordinary shares were issued for services rendered. On September 14, 2018, the Company’s initial shareholders converted all of their Class B ordinary shares, constituting all of the outstanding Class B ordinary shares of the Company, into Class A ordinary shares and, immediately thereafter, the Company amended and restated its Memorandum and Articles of Association to eliminate the Class B ordinary shares and re-designate the Class A ordinary shares as “ordinary shares.” As a result, prior to the Initial Public Offering, the Company’s initial shareholders held 2,875,000 founder shares. The 2,875,000 founder shares included an aggregate of up to 375,000 ordinary shares subject to forfeiture to the extent that the over-allotment option was not exercised by the underwriters in full or in part. On November 20, 2018, as a result of the underwriters’ partial exercise of their over-allotment option, 3,002 founder shares were forfeited. The founder shares are identical to the ordinary shares included in the units sold in the Initial Public Offering. However, the Initial Shareholders have agreed to (A) to vote any shares owned by them in favor of any proposed Business Combination, (B) not to convert any shares in connection with a shareholder vote to approve a proposed initial Business Combination or any amendment to the Company’s charter documents prior to consummation of an initial Business Combination, or sell any shares to the Company in a tender offer in connection with a proposed initial Business Combination and (C) that the founder shares shall not participate in any liquidating distribution from the Trust Account upon winding up if a Business Combination is not consummated. Additionally, subject to certain limited exceptions, the Initial Shareholders have 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 (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, and with respect to the remaining 50% of the founder shares, upon 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 consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Related Party Advances To participate in the private placement in connection with the Initial Public Offering, the Company’s Sponsor made a deposit of $3,299,979 (net of a bank service charge) into the Company’s escrow account on October 21, 2018. Because the Company’s underwriter did not exercise its over-allotment option in full and cancelled the remaining portion on November 20, 2018, the Company’s Sponsor subscribed to a total of 329,760 Private Units for $3,297,600, and the remaining $2,379 was repaid by the Company to the Sponsor in March 2019. During the year ended December 31, 2020, the Company received an aggregate of $273,640 in advances from the Company’s Chief Executive Officer for working capital purposes, of which $140,000 was used to partially fund the Extension. The advances are non-interest bearing and due on demand. At December 31, 2020, advances of $273,640 were outstanding which are included in due to related parties in the accompanying balance sheets. In December 2020, SolarMax made non-interest bearing loans to the Sponsor in the aggregate principal amount of $128,466, to enable the Sponsor to provide the Company with funds to pay for the Company’s operating costs. Upon the completion of the Business Combination, these notes are to be satisfied by the delivery of the Sponsor shares having a value equal to the principal amount of the notes. Otherwise, the due date will be upon the earlier of the date on which the Merger Agreement is terminated or the date an Event of Default shall occur. At December 31, 2020, advances of $128,466 were outstanding which are included in due to related parties in the accompanying balance sheets. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be converted into units of the post Business Combination entity at a price of $10.00 per unit. The 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 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. On July 6, 2018, the Sponsor loaned the Company $300,000 under a promissory note (the “Sponsor Note 1”), a portion of which was used to pay for costs associated with the Initial Public Offering. The loan is non-interest bearing, unsecured and due at the closing of a Business Combination. As of December 31, 2020 and 2019, there was $300,000 outstanding under the Sponsor Note 1. On January 24, 2020, the Sponsor loaned the Company an additional $780,000 under a promissory note (the “Sponsor Note 2”) in order to partially fund the amount required to be deposited into the Trust Account to extend the period of time required by the Company to complete a Business Combination. The loan is non-interest bearing, unsecured and due at the closing of a Business Combination. The Sponsor Note 2 may also be converted, at the Sponsor’s discretion, into units of the post Business Combination entity at a purchase price of $10.00 per unit. The units would be identical to the Private Units. As of December 31, 2020, there was $780,000 outstanding under the Sponsor Note 2. Administrative Service Fee The Company has agreed, commencing on August 1, 2018, to pay the Sponsor, a monthly fee of an aggregate of $1,000 for general and administrative services including office space, utilities and secretarial support, due before the first day of each month. This arrangement will terminate upon the completion of a Business Combination or a distribution of the Trust Account to the public shareholders. For the years ended December 31, 2020 and 2019, the Company incurred $12,000 of administrative fees. At December 31, 2020, $6,000 of such fees are included in accounts payable and accrued expenses in the accompanying balance sheets. Other than the $1,000 per month administrative fee, the $290,000 payment to White and Williams LLP (an affiliate of our director) for its legal services to the Company in connection with the IPO and other payments to such firm for legal services (including with respect to periodic filings) prior to the initial Business Combination and the $1,080,000 of non-interest bearing loans described above, no compensation or fees of any kind, including finder’s fee, consulting fees and other similar fees, will be paid to our initial shareholders, members of our management team or their respective affiliates, for services rendered prior to, or in order to effectuate the consummation of, our initial Business Combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and Business Combination as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. There is no limit on the amount of out-of-pocket expenses reimbursable by us. |
Promissory Notes
Promissory Notes | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Promissory Notes | Note 7 — Promissory Notes Promissory notes are comprised of the following as of December 31, 2020 and 2019: December 31, December 31, GN Note 1 $ 1,148,800 $ 1,148,800 GN Note 2 500,000 500,000 AMC Note 100,000 - SolarMax Notes 1 261,348 - Total $ 2,010,148 $ 1,648,800 On September 18, 2019, the Company issued an unsecured promissory note in the aggregate principal amount of $1,148,800 to Global Nature (the “GN Note 1”). The GN Note 1 was issued in connection with the GN LOI entered into by and between Global Nature and the Company on September 13, 2019, to consummate a potential Business Combination with Global Nature. The GN Note 1 is non-interest bearing and is payable on the date on which the Company consummates its initial Business Combination with Global Nature or another qualified target company (a “Qualified Business Combination” and such date, the “Maturity Date”), subject to certain mandatory repayment arrangement set forth in the GN Note 1. The principal balance may be prepaid at any time without penalty. As of December 31, 2020 and 2019, there was $1,148,800 outstanding under the GN Note 1. Pursuant to the GN Note 1, in the event that Global Nature notifies the Company that it does not wish to proceed with the Qualified Business Combination (the “Withdrawal Request”), the Company shall only be obligated to repay the GN Note 1 as follows: (i) 50% of the principal amount of the GN Note 1 as soon as possible with best efforts but no later than 5 business days after a Business Combination with another target if the Withdrawal Request is given from after October 18, 2019; or (ii) the full principal amount of the GN Note 1 as soon as possible with best efforts but no later than 5 business days after a Business Combination or the date of expiry of the term of the Company (whichever is earlier), if the parties have not entered into a definitive agreement with regard to the Qualified Business Combination within 45 days from the date of the GN Note 1 as a result of the disagreement on the valuation of the Qualified Business Combination. On March 12, 2020, the Company received the Withdrawal Request from Global Nature that it did not wish to proceed with the Qualified Business Combination. The parties agreed that the GN Note 1 which shall be repaid as soon as possible with best efforts but no later than 5 business days after the Company’s Business Combination or the date of the expiry of the term of the Company (whichever is earlier). All amounts owed by the Company under the GN Note 1 become immediately due and payable upon an event of default, which includes the Company’s failure to pay the principal amount due within 5 business days of the Maturity Date and the Company’s voluntary or involuntary bankruptcy. On December 3, 2019, the Company issued an unsecured promissory note in the aggregate principal amount of $500,000 to Global Nature (the “GN Note 2”). The GN Note 2 was issued in order to fund the Company’s working capital needs. The GN Note 2 is non-interest bearing and is payable as soon as possible but in any event no later than 5 business days after the Company’s initial Business Combination or the date of the expiry of the term of the Company, whichever is earlier. The principal balance may be prepaid at any time without penalty. As of December 31, 2020 and 2019, there was $500,000 outstanding under the GN Note 2. On April 17, 2020, the Company issued an unsecured promissory note in the aggregate principal amount of $500,000 (the “AMC Note”) to Qingdao Zhongxin Huirong Distressed Asset Disposal Co., Ltd. (“AMC Sino”), a PRC company based in Qingdao, China, its registered assignees or successor in interest (the “AMC Payee”). The AMC Note was issued in connection with a non-binding letter of intent entered (“AMC LOI”) into by and between the Company and Zhongxin AmcAsset Limited (“AmcAsset”), a holding company incorporated in the British Virgin Islands, to consummate a potential business combination with AmcAsset. AmcAsset is a transnational distressed asset management company with foothold in the U.S. and China, and undergoing global expansion. AmcAsset holds 100% equity interest of Quest Mark Capital Inc., a California corporation located in Los Angeles, and Qingdao Zhongbiao Distressed Asset Management Co., Ltd (“Zhongbiao”), to which AMC Sino is related. The principal of the AMC Note of $500,000 will be paid in installments according to the needs of the Company. The AMC Note is non-interest bearing and is payable on the date on which the Company consummates its initial business combination with AMC Payee or another qualified target company, subject to certain mandatory repayment arrangement set forth in the AMC Note. The principal balance may be prepaid at any time without penalty. On May 5, 2020, the Company received first installment of $100,000 under the AMC Note. From September 2020 to December 2020, the Company issued unsecured promissory notes in the aggregate principal amount of $261,348 to SolarMax (the “SolarMax Notes 1”) to finance the extension of the Business Combination. The SolarMax Notes 1 are non-interest bearing and payable on the earlier of (i) the consummation of a Business Combination, (ii) the Second Extended Date, or (iii) the date on which either (x) the letter of intent dated September 3, 2020 (the “LOI”) or (y) the Acquisition Agreement, as defined in the LOI, are terminated for any reason. At December 31, 2020, there was $261,348 outstanding under the SolarMax Notes 1. |
Cash and Investments Held in Tr
Cash and Investments Held in Trust Account | 12 Months Ended |
Dec. 31, 2020 | |
Cash And Investment Held In Trust Account [Abstract] | |
Cash and Investments Held in Trust Account | Note 8 — Cash and Investments Held in Trust Account As of December 31, 2020, assets held in the Trust Account were comprised of $15,364,991 in money market funds which are invested in U.S. Treasury Securities. As of December 31, 2019, investments in the Company’s Trust Account consisted of $1,187,964 in United States Money Market funds and $117,857,363 in U.S. Treasury Securities, respectively. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2020 Assets: Trust Account - U.S. Treasury Securities Money Market Fund 1 $ 15,364,991 The Company classifies its United States Treasury and equivalent securities as held-to-maturity in accordance with FASB ASC 320 “Investments — Debt and Equity Securities.” Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. The gross holding gains and fair value of held-to-maturity securities at December 31, 2019 are as follows: Amortized Gross Holding Gain Fair December 31, 2019 U.S. Money Market $ 1,187,964 $ - $ 1,187,964 U.S. Treasury Securities 117,857,363 41,157 117,898,520 $ 119,045,327 $ 41,157 $ 119,086,484 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 — Commitments and Contingencies 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 complete the SolarMax Business Combination, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on October 23, 2018, the holders of the founder shares, Private Units (and underlying securities) and units that may be issued in payment of Working Capital Loans (and all underlying securities) are entitled to registration rights. The holders of a majority-in-interest of these securities are entitled to make up to two demands that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The registration 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. |
Deferred Underwriter Compensati
Deferred Underwriter Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Compensation Related Costs [Abstract] | |
Deferred Underwriter Compensation | Note 10 — Deferred Underwriter Compensation The Company is obligated to pay the underwriters a deferred underwriting discounts and commissions equal to 3.5% of the gross proceeds of the Initial Public Offering. Upon completion of the Business Combination, $4,020,797 (with consideration of the underwriters’ exercise of their over-allotment option on November 20, 2018) will be paid to the underwriters from the funds held in the Trust Account. No discounts or commissions will be paid with respect to the purchase of the Private Units. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Shareholders’ Equity (restated) | Note 11 — Shareholders’ Equity (restated) Preferred Shares Ordinary Shares Warrants The warrants issued in the Private Units (“Private Warrants”) are identical to the Public Warrants sold in the Initial Public Offering except the Private Warrants will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees. The Company may call the warrants for redemption (excluding the private warrants and any warrants issued to its initial shareholders, officers or directors in payment of working capital loans made to the Company, but including outstanding warrants issued upon exercise of the unit purchase option issued to Chardan Capital Markets LLC), in whole and not in part, at a price of $0.01 per warrant, ● at any time after the warrants become exercisable, ● upon not less than 30 days’ prior written notice of redemption to each warrant holder, ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $16.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant. If the Company calls the warrants for redemption as described above, management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” Rights 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 rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the 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. The rights included in the Private Units sold in the private placement are identical to the rights included in the Units sold in the Initial Public Offering, except that, among others, the rights including the shares issuable upon exchange of such rights, are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become tradable only after certain conditions are met or the resale of such rights (including underlying securities) is registered under the Securities Act. Please refer to Note 5 Private Placement for more details. |
Reconciliation of Adjusted Net
Reconciliation of Adjusted Net Loss per Ordinary Share (As Restated) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Reconciliation of Adjusted Net Loss per Ordinary Share (As Restated) | Note 12 — Reconciliation of Adjusted Net Loss per Ordinary Share (As Restated) The Company’s net (loss) income is adjusted for the portion of income or loss that is attributable to ordinary shares subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted adjusted net loss per ordinary share is as follows: Year Ended December 31, 2020 2019 Net income $ 25,302 $ 2,168,220 Less: income attributable to ordinary shares subject to redemption (1) (78,261 ) (2,334,598 ) Adjusted net loss $ (52,959 ) $ (166,378 ) Basic and diluted weighted average shares outstanding (2) 4,356,194 4,143,456 Basic and diluted adjusted net loss per ordinary share $ (0.01 ) $ (0.04 ) (1) Income attributable to ordinary shares subject to possible redemption was calculated in proportion of the interest income earned in Trust Account, which would be distributed to shareholders in the event they choose to exercise their redemption rights at the closing of a Business Combination. (2) Excludes an aggregate of up to 197,756 and 10,426,080 shares subject to possible redemption at December 31, 2020 and 2019, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 — Subsequent Events The Company’s management reviewed all material events that have occurred after the balance sheet date through the date which these financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. Extension warrants On January 19, 2021, the board of the Company approved the issuance of 1,414,480 extension warrants to those public shareholders who were shareholders on April 21, 2020 and did not exercise their right of redemption in connection with the April 2020 extension, and the Company instructed such issuance. The extension warrants are identical to the warrants included in the units sold in the Company’s Initial Public Offering, for which one extension warrant has the right to purchase one-half of one ordinary share at an exercise price of $11.50. Related Party Advances In February 2021, SolarMax made non-interest bearing loans to the Sponsor in the aggregate principal amount of $155,232, to enable the Sponsor to provide the Company with funds to pay for the Company’s operating costs. Upon the completion of the Business Combination, these notes are to be satisfied by the delivery of the Sponsor shares having a value equal to the principal amount of the notes. Otherwise, the due date will be upon the earlier of the date on which the Merger Agreement is terminated or the date an Event of Default shall occur, as defined in the notes. In March 2021, SolarMax made non-interest bearing loans to the Sponsor in the aggregate principal amount of $76,826, to enable the Sponsor to provide the Company with funds to pay for the Company’s operating costs. Upon the completion of the Business Combination, these notes are to be satisfied by the delivery of the Sponsor shares having a value equal to the principal amount of the notes. Otherwise, the due date will be upon the earlier of the date on which the Merger Agreement is terminated or the date an Event of Default shall occur, as defined in the notes. Promissory Notes From January to March 2021, the Company issued additional unsecured promissory notes in the aggregate principal amount of $212,022 to SolarMax (the “SolarMax Notes 2”) to finance the extension of the Business Combination to April 26, 2021. The SolarMax Notes 2 are non-interest bearing and payable on the earlier of (i) the consummation of a Business Combination, (ii) the Second Extended Date, or (iii) the date on which either (x) the letter of intent dated September 3, 2020 (the “LOI”) or (y) the Acquisition Agreement, as defined in the LOI, are terminated for any reason. SolarMax Notes 2 are non-interest bearing, unsecured and payable upon the first to occur of (i) the Closing Date, as defined in the Merger Agreement, or (ii) the date on which, pursuant to the organization documents of Alberton, Alberton must complete a Business Combination, which date is presently April 26, 2021, or (iii) the date on which the Merger Agreement is terminated or (iv) the date an Event of Default shall occur. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) (Restated) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) (Restated) | Note 14 — Quarterly Financial Data (Unaudited) (Restated) In lieu of filing amended Quarterly Report on Form 10-Q for the periods ended March 31, 2019, June 30, 2019, September 30, 2019, March 31, 2020, June 30, 2020, and September 30, 2020, the following tables represent the Company’s restated financial statements (unaudited) for each of the restated periods. As As Reported Adjustments Restated Assets Cash $ 296,759 $ - $ 296,759 Prepaid assets 7,415 - 7,415 Total Current Assets 304,174 - 304,174 - Cash and investments held in Trust Account 116,012,861 - 116,012,861 Total Assets $ 116,317,035 $ - $ 116,317,035 Liabilities and Shareholders’ Equity Accounts payable and accrued expenses $ 4,069 $ - $ 4,069 Promissory note - related party 300,000 - 300,000 Total Current Liabilities 304,069 - 304,069 Warrants liabilities - 585,321 585,321 Deferred underwriting compensation 4,020,797 - 4,020,797 Total Liabilities 4,324,866 585,321 4,910,187 Commitments and Contingencies Ordinary shares subject to possible redemption, 10,593,284 and 10,535,331 shares as previously reported and as restated, respectively, at conversion value of $10.10 per share 106,992,168 (585,326 ) 106,406,842 Shareholders’ Equity: Preference shares, no par value, 100,000,000 shares authorized, none issued and outstanding - - - Ordinary shares, no reported and as restated, respectively 4,123,281 (80,246 ) 4,043,035 Retained earnings 876,720 80,251 956,971 Total Shareholders’ Equity 5,000,001 5 5,000,006 Total Liabilities and Shareholders’ Equity $ 116,317,035 $ - $ 116,317,035 Three Months Ended March 31, 2019 As As Reported Adjustments Restated Operating costs $ 153,741 $ - $ 153,741 Loss from operations (153,741 ) - (153,741 ) Other income: Interest income - bank 143 - 143 Interest income 688,610 - 688,610 Change in fair value of warrant liabilities - 25,857 25,857 Total other income 688,753 25,857 714,610 Net income 535,012 25,857 560,869 Less: income attributable to ordinary shares subject to possible redemption (634,967 ) 3,443 (631,524 ) Adjusted net loss $ (99,955 ) $ 29,300 $ (70,655 ) Basic and diluted weighted average shares outstanding (1) 4,086,448 60,874 4,147,322 Adjusted basic and diluted net loss per ordinary share $ (0.02 ) $ - $ (0.02 ) (1) Excludes an aggregate of up to 10,593,284 and 10,535,331 ordinary shares subject to possible redemption as previously reported and as restated, respectively, at March 31, 2019. As As Reported Adjustments Restated Cash Flows from Operating Activities: Net income $ 535,012 $ 25,857 $ 560,869 Adjustments to reconcile net income to net cash used in operating activities: - Interest earned on investment held in Trust Account (688,610 ) - (688,610 ) Change in fair value of warrant liabilities - (25,857 ) (25,857 ) Changes in current assets and current liabilities: Prepaid assets 6,347 - 6,347 Accounts payable and accrued expense (6,020 ) - (6,020 ) Due to related parties (2,379 ) - (2,379 ) Net Cash Used in Operating Activities (155,650 ) - (155,650 ) Net Decrease in Cash (155,650 ) - (155,650 ) Cash – Beginning of the period 452,409 - 452,409 Cash – Ending of period $ 296,759 $ - $ 296,759 Supplemental Disclosure of Non-cash Financing Activities: Change in value of ordinary shares subject to possible redemption $ 535,015 $ 25,851 $ 560,866 ALBERTON ACQUISITION CORPORATION BALANCE SHEET JUNE 30, 2019 As As Reported Adjustments Restated Assets Cash $ 165,890 $ - $ 165,890 Prepaid assets 1,651 - 1,651 Total Current Assets 167,541 - 167,541 - Cash and investments held in Trust Account 116,706,912 - 116,706,912 Total Assets $ 116,874,453 $ - $ 116,874,453 Liabilities and Shareholders’ Equity Accounts payable and accrued expenses $ 4,272 $ - $ 4,272 Promissory note - related party 300,000 - 300,000 Total Current Liabilities 304,272 - 304,272 Warrants liabilities - 568,672 568,672 Deferred underwriting compensation 4,020,797 - 4,020,797 Total Liabilities 4,325,069 568,672 4,893,741 Commitments and Contingencies Ordinary shares subject to possible redemption, 10,585,569 and 10,529,597 shares as previously reported and as restated, respectively, at conversion value of $10.16 per share 107,549,381 (568,677 ) 106,980,704 Shareholders’ Equity: Preference shares no par value, 100,000,000 shares authorized, none issued and outstanding - - - Ordinary shares, no reported and as restated, respectively 3,566,068 (96,895 ) 3,469,173 Retained earnings 1,433,935 96,900 1,530,835 Total Shareholders’ Equity 5,000,003 5 5,000,008 Total Liabilities and Shareholders’ Equity $ 116,874,453 $ - $ 116,874,453 Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 As As As As Reported Adjustments Restated Reported Adjustments Restated Operating costs $ 137,145 $ - $ 137,145 $ 290,886 $ - $ 290,886 Loss from operations (137,145 ) - (137,145 ) (290,886 ) - (290,886 ) Other income: Interest income - bank 309 - 309 452 - 452 Interest income 694,051 - 694,051 1,382,661 - 1,382,661 Change in fair value of warrant liabilities - 16,649 16,649 - 42,506 42,506 Total other income 694,360 16,649 711,009 1,383,113 42,506 1,425,619 Net income 557,215 16,649 573,864 1,092,227 42,506 1,134,733 Less: income attributable to ordinary shares subject to possible redemption (639,499 ) 3,332 (636,167 ) (1,273,984 ) 6,637 (1,267,347 ) Adjusted net loss $ (82,284 ) $ 19,981 $ (62,303 ) $ (181,757 ) $ 49,143 $ (132,614 ) Basic and diluted weighted average shares outstanding (1) 4,104,181 50,238 4,154,419 4,091,485 59,405 4,150,890 Adjusted basic and diluted net loss per ordinary share $ (0.02 ) $ 0.01 $ (0.01 ) $ (0.04 ) $ 0.01 $ (0.03 ) (1) Excludes an aggregate of up to 10,585,569 and 10,529,597 ordinary shares subject to possible redemption as previously reported and as restated, respectively, at June 30, 2019. As As Reported Adjustments Restated Cash Flows from Operating Activities: Net income $ 1,092,227 $ 42,506 $ 1,134,733 Adjustments to reconcile net income to net cash used in operating activities: - Interest earned on investment held in Trust Account (1,382,661 ) - (1,382,661 ) Change in fair value of warrant liabilities - (42,506 ) (42,506 ) Changes in current assets and current liabilities: Prepaid assets 12,111 - 12,111 Accounts payable and accrued expense (5,817 ) - (5,817 ) Due to related parties (2,379 ) - (2,379 ) Net Cash Used in Operating Activities (286,519 ) - (286,519 ) Net Decrease in Cash (286,519 ) - (286,519 ) Cash – Beginning of the period 452,409 - 452,409 Cash – Ending of period $ 165,890 $ - $ 165,890 Supplemental Disclosure of Non-cash Financing Activities: Change in value of ordinary shares subject to possible redemption $ 1,092,228 $ 42,500 $ 1,134,728 As As Reported Adjustments Restated Assets Cash $ 1,237,095 $ - $ 1,237,095 Total Current Assets 1,237,095 - 1,237,095 - Cash and investments held in Trust Account 117,324,145 - 117,324,145 Total Assets $ 118,561,240 $ - $ 118,561,240 Liabilities and Shareholders’ Equity Accounts payable and accrued expenses $ 5,675 $ - $ 5,675 Promissory note 1,148,800 - 1,148,800 Promissory note - related party 300,000 - 300,000 Total Current Liabilities 1,454,475 - 1,454,475 Warrants liabilities - 548,309 548,309 Deferred underwriting compensation 4,020,797 - 4,020,797 Total Liabilities 5,475,272 548,309 6,023,581 Commitments and Contingencies Ordinary shares subject to possible redemption, 10,586,284 and 10,532,581 shares as previously reported and as restated, respectively, at conversion value of $10.21 per share 108,085,960 (548,309 ) 107,537,651 Shareholders’ Equity: Preference shares, no par value, 100,000,000 shares authorized, none issued and outstanding - - - Ordinary shares, no reported and as restated, respectively 3,029,489 (117,263 ) 2,912,226 Retained earnings 1,970,519 117,263 2,087,782 Total Shareholders’ Equity 5,000,008 - 5,000,008 Total Liabilities and Shareholders’ Equity $ 118,561,240 $ - $ 118,561,240 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 As As As As Reported Adjustments Restated Reported Adjustments Restated Operating costs $ 80,795 $ - $ 80,795 $ 371,681 $ - $ 371,681 Loss from operations (80,795 ) - (80,795 ) (371,681 ) - (371,681 ) Other income: Interest income - bank 146 - 146 598 - 598 Interest income 617,233 - 617,233 1,999,894 - 1,999,894 Change in fair value of warrant liabilities - 20,363 20,363 - 62,869 62,869 Total other income 617,379 20,363 637,742 2,000,492 62,869 2,063,361 Net income 536,584 20,363 556,947 1,628,811 62,869 1,691,680 Less: income attributable to ordinary shares subject to possible redemption (568,780 ) 2,901 (565,879 ) (1,842,902 ) 9,399 (1,833,503 ) Adjusted net loss $ (32,196 ) $ 23,264 $ (8,932 ) $ (214,091 ) $ 72,268 $ (141,823 ) Basic and diluted weighted average shares outstanding (1) 4,104,181 55,972 4,160,153 4,095,763 57,758 4,153,521 Adjusted basic and diluted net loss per ordinary share $ (0.01 ) $ 0.01 $ (0.00 ) $ (0.05 ) $ 0.02 $ (0.03 ) (1) Excludes an aggregate of up to 10,586,284 and 10,532,581 ordinary shares subject to possible redemption as previously reported and as restated, respectively, at September 30, 2019. As As Reported Adjustments Restated Cash Flows from Operating Activities: Net income $ 1,628,811 $ 62,869 $ 1,691,680 Adjustments to reconcile net income to net cash used in operating activities: - Interest earned on investment held in Trust Account (1,999,894 ) - (1,999,894 ) Change in fair value of warrant liabilities - (62,869 ) (62,869 ) Changes in current assets and current liabilities: Prepaid assets 13,762 - 13,762 Accounts payable and accrued expense (4,414 ) - (4,414 ) Due to related parties (2,379 ) - (2,379 ) Net Cash Used in Operating Activities (364,114 ) - (364,114 ) Cash Flows from Financing Activities: Proceeds from promissory note 1,148,800 - 1,148,800 Net Cash Provided by Financing Activities 1,148,800 - 1,148,800 Net Increase in Cash 784,686 - 784,686 Cash – Beginning of the period 452,409 - 452,409 Cash – Ending of period $ 1,237,095 $ - $ 1,237,095 Supplemental Disclosure of Non-cash Financing Activities: Change in value of ordinary shares subject to possible redemption $ 1,628,807 $ 62,868 $ 1,691,675 As As Reported Adjustments Restated Assets Cash $ 11,178 $ - $ 11,178 Prepaid assets 48,625 - 48,625 Total Current Assets 59,803 - 59,803 - Cash and investments held in Trust Account 120,728,495 - 120,728,495 Total Assets $ 120,788,298 $ - $ 120,788,298 Liabilities and Shareholders’ Equity Accounts payable and accrued expenses $ 105,043 $ - $ 105,043 Promissory note 1,648,800 - 1,648,800 Promissory note - related party 1,080,000 - 1,080,000 Total Current Liabilities 2,833,843 - 2,833,843 Warrants liabilities - 516,901 516,901 Deferred underwriting compensation 4,020,797 - 4,020,797 Total Liabilities 6,854,640 516,901 7,371,541 Commitments and Contingencies Ordinary shares subject to possible redemption, 10,364,762 and 10,315,581 shares as previously reported and as restated, respectively, at conversion value of $10.51 per share 108,933,649 (516,894 ) 108,416,755 Shareholders’ Equity: Preference shares, no par value, 100,000,000 shares authorized, none issued and outstanding - - - Ordinary shares, no reported and as restated, respectively 2,181,800 (148,678 ) 2,033,122 Retained earnings 2,818,209 148,671 2,966,880 Total Shareholders’ Equity 5,000,009 (7 ) 5,000,002 Total Liabilities and Shareholders’ Equity $ 120,788,298 $ - $ 120,788,298 Three Months Ended March 31, 2020 As As Reported Adjustments Restated Operating costs $ 149,055 $ - $ 149,055 Loss from operations (149,055 ) - (149,055 ) Other income: Interest income - bank 827 - 827 Interest income 534,368 - 534,368 Change in fair value of warrant liabilities - 16,418 16,418 Total other income 535,195 16,418 551,613 Net income 386,140 16,418 402,558 Less: income attributable to ordinary shares subject to possible redemption (482,107 ) 2,298 (479,809 ) Adjusted net loss $ (95,967 ) $ 18,716 $ (77,251 ) Basic and diluted weighted average shares outstanding (1) 4,212,191 51,479 4,263,670 Adjusted basic and diluted net loss per ordinary share $ (0.02 ) $ - $ (0.02 ) (1) Excludes an aggregate of up to 10,364,762 and 10,315,581 ordinary shares subject to possible redemption as previously reported and as restated, respectively, at March 31, 2020. As As Reported Adjustments Restated Cash Flows from Operating Activities: Net income $ 386,140 $ 16,418 $ 402,558 Adjustments to reconcile net income to net cash used in operating activities: - Interest earned on investment held in Trust Account (534,368 ) - (534,368 ) Change in fair value of warrant liabilities - (16,418 ) (16,418 ) Changes in current assets and current liabilities: Prepaid assets (40,292 ) - (40,292 ) Accounts payable and accrued expense 91,344 - 91,344 Net Cash Used in Operating Activities (97,176 ) - (97,176 ) Cash Flows from Investing Activities: Purchase of investment held in Trust Account (1,148,800 ) - (1,148,800 ) Net Cash Used in Investing Activities (1,148,800 ) - (1,148,800 ) Cash Flows from Financing Activities: Proceeds from promissory note – related party 780,000 - 780,000 Net Cash Provided by Financing Activities 780,000 - 780,000 Net Decrease in Cash (465,976 ) - (465,976 ) Cash – Beginning of the period 477,154 - 477,154 Cash – Ending of period $ 11,178 $ - $ 11,178 Supplemental Disclosure of Non-cash Financing Activities: Change in value of ordinary shares subject to possible redemption $ 386,139 $ 16,427 $ 402,566 As As Reported Adjustments Restated Assets Cash $ 9,289 $ - $ 9,289 Prepaid assets 36,010 - 36,010 Total Current Assets 45,299 - 45,299 - Cash and investments held in Trust Account 14,993,648 - 14,993,648 Total Assets $ 15,038,947 $ - $ 15,038,947 Liabilities and Shareholders’ Equity Accounts payable and accrued expenses $ 156,574 $ - $ 156,574 Due to related party 100,005 - 100,005 Promissory note 1,748,800 - 1,748,800 Promissory note - related party 1,080,000 - 1,080,000 Total Current Liabilities 3,085,379 - 3,085,379 Warrants liabilities - 510,839 510,839 Deferred underwriting compensation 4,020,797 - 4,020,797 Total Liabilities 7,106,176 510,839 7,617,015 Commitments and Contingencies Ordinary shares subject to possible redemption, 276,676 and 228,484 shares as previously reported and as restated, respectively, at conversion value of $10.60 per share 2,932,762 (510,833 ) 2,421,929 Shareholders’ Equity: Preference shares, no par value, 100,000,000 shares authorized, none issued and outstanding - - - Ordinary shares, no reported and as restated, respectively 2,303,569 (154,739 ) 2,148,830 Retained earnings 2,696,440 154,733 2,851,173 Total Shareholders’ Equity 5,000,009 (6 ) 5,000,003 Total Liabilities and Shareholders’ Equity $ 15,038,947 $ - $ 15,038,947 Three Months Ended June 30, 2020 Six Months Ended June 30, 2020 As As As As Reported Adjustments Restated Reported Adjustments Restated Operating costs $ 146,045 $ - $ 146,045 $ 295,100 $ - $ 295,100 Loss from operations (146,045 ) - (146,045 ) (295,100 ) - (295,100 ) Other income: Interest income - bank 5 - 5 832 - 832 Interest income 24,271 - 24,271 558,639 - 558,639 Change in fair value of warrant liabilities - 6,062 6,062 - 22,480 22,480 Total other income 24,276 6,062 30,338 559,471 22,480 581,951 Net (loss) income (121,769 ) 6,062 (115,707 ) 264,371 22,480 286,851 Less: income attributable to ordinary shares subject to possible redemption (4,747 ) 827 (3,920 ) (109,270 ) 19,050 (90,220 ) Adjusted net loss $ (126,516 ) $ 6,889 $ (119,627 ) $ 155,101 $ 41,530 $ 196,631 Basic and diluted weighted average shares outstanding (1) 4,324,988 49,181 4,374,169 4,268,590 50,330 4,318,920 Adjusted basic and diluted net loss per ordinary share $ (0.03 ) $ 0.00 $ (0.03 ) $ 0.04 $ 0.01 $ 0.05 (1) Excludes an aggregate of up to 276,676 and 228,484 ordinary shares subject to possible redemption as previously reported and as restated, respectively, at June 30, 2020. As As Reported Adjustments Restated Cash Flows from Operating Activities: Net income $ 264,371 $ 22,480 $ 286,851 Adjustments to reconcile net income to net cash used in operating activities: - Interest earned on investment held in Trust Account (558,639 ) - (558,639 ) Change in fair value of warrant liabilities - (22,480 ) (22,480 ) Changes in current assets and current liabilities: Prepaid assets (27,677 ) - (27,677 ) Accounts payable and accrued expense 142,875 - 142,875 Due to related party 100,005 - 100,005 Net Cash Used in Operating Activities (79,065 ) - (79,065 ) Cash Flows from Investing Activities: Purchase of investment held in Trust Account (1,268,800 ) - (1,268,800 ) Cash withdrawn from Trust Account to pay redeeming shareholders 105,879,118 - 105,879,118 Net Cash Provided by Investing Activities 104,610,318 - 104,610,318 Cash Flows from Financing Activities: Proceeds from promissory note – related party 780,000 - 780,000 Proceeds from promissory note 100,000 - 100,000 Redemption of ordinary shares (105,879,118 ) - (105,879,118 ) Net Cash Used in Financing Activities (104,999,118 ) - (104,999,118 ) Net Decrease in Cash (467,865 ) - (467,865 ) Cash – Beginning of the period 477,154 - 477,154 Cash – Ending of period $ 9,289 $ - $ 9,289 Supplemental Disclosure of Non-cash Financing Activities: Change in value of ordinary shares subject to possible redemption $ 264,370 $ 22,488 $ 286,858 As As Reported Adjustments Restated Assets Cash $ 1,595 $ - $ 1,595 Prepaid assets 19,385 - 19,385 Total Current Assets 20,980 - 20,980 - Cash and investments held in Trust Account 15,174,028 - 15,174,028 Total Assets $ 15,195,008 $ - $ 15,195,008 Liabilities and Shareholders’ Equity Accounts payable and accrued expenses $ 187,604 $ - $ 187,604 Due to related party 205,000 - 205,000 Promissory notes 1,868,800 - 1,868,800 Promissory note - related party 1,080,000 - 1,080,000 Total Current Liabilities 3,341,404 - 3,341,404 Warrants liabilities - 495,105 495,105 Deferred underwriting compensation 4,020,797 - 4,020,797 Total Liabilities 7,362,201 495,105 7,857,306 Commitments and Contingencies Ordinary shares subject to possible redemption, 264,008 and 217,866 shares as previously reported and as restated, respectively, at conversion value of $10.73 per share 2,832,801 (495,103 ) 2,337,698 Shareholders’ Equity: Preference shares, no par value, 100,000,000 shares authorized, none issued and outstanding - - - Ordinary shares, no reported and as restated, respectively 2,403,530 (170,469 ) 2,233,061 Retained earnings 2,596,476 170,467 2,766,943 Total Shareholders’ Equity 5,000,006 (2 ) 5,000,004 Total Liabilities and Shareholders’ Equity $ 15,195,008 $ - $ 15,195,008 Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 As As As As Reported Adjustments Restated Reported Adjustments Restated Operating costs $ 100,347 $ - $ 100,347 $ 395,447 $ - $ 395,447 Loss from operations (100,347 ) - (100,347 ) (395,447 ) - (395,447 ) Other income: Interest income - bank 3 - 3 835 - 835 Interest income 380 - 380 559,019 - 559,019 Change in fair value of warrant liabilities - 15,734 15,734 - 38,214 38,214 Total other income 383 15,734 16,117 559,854 38,214 598,068 Net (loss) income (99,964 ) 15,734 (84,230 ) 164,407 38,214 202,621 Less: income attributable to ordinary shares subject to possible redemption (71 ) 12 (59 ) (104,313 ) 18,224 (86,089 ) Adjusted net (loss) income $ (100,035 ) $ 15,746 $ (84,289 ) $ 60,094 $ 56,438 $ 116,532 Basic and diluted weighted average shares outstanding (1) 4,339,562 48,192 4,387,754 4,292,420 48,465 4,340,885 Adjusted basic and diluted net (loss) income per ordinary share $ (0.02 ) $ 0.00 $ (0.02 ) $ 0.01 $ 0.02 $ 0.03 (1) Excludes an aggregate of up to 264,008 and 217,866 ordinary shares subject to possible redemption as previously reported and as restated, respectively, at September 30, 2020. As As Reported Adjustments Restated Cash Flows from Operating Activities: Net income $ 164,407 $ 38,214 $ 202,621 Adjustments to reconcile net income to net cash used in operating activities: - Interest earned on investment held in Trust Account (559,019 ) - (559,019 ) Change in fair value of warrant liabilities - (38,214 ) (38,214 ) Changes in current assets and current liabilities: Prepaid assets (11,052 ) - (11,052 ) Accounts payable and accrued expense 173,905 - 173,905 Due to related party 205,000 - 205,000 Net Cash Used in Operating Activities (26,759 ) - (26,759 ) Cash Flows from Investing Activities: Purchase of investment held in Trust Account (1,448,800 ) - (1,448,800 ) Cash withdrawn from Trust Account to pay redeeming shareholders 105,879,118 - 105,879,118 Net Cash Provided by Investing Activities 104,430,318 - 104,430,318 Cash Flows from Financing Activities: Proceeds from promissory note – related party 780,000 - 780,000 Proceeds from promissory note 220,000 - 220,000 Redemption of ordinary shares (105,879,118 ) - (105,879,118 ) Net Cash Used in Financing Activities (104,879,118 ) - (104,879,118 ) Net Decrease in Cash (475,559 ) - (475,559 ) Cash – Beginning of the period 477,154 - 477,154 Cash – Ending of period $ 1,595 $ - $ 1,595 Supplemental Disclosure of Non-cash Financing Activities: Change in value of ordinary shares subject to possible redemption $ 164,409 $ 38,218 $ 202,627 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020 and 2019. |
Investments Held in Trust Account | Investments Held in Trust Account At December 31, 2020, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. At December 31, 2019, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. |
Warrants Liabilities | Warrants Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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’s management determined that the British Virgin Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 2020 and December 31, 2019 and no amounts accrued for interest and penalties. 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 Company is considered an exempted British Virgin Islands Company and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. As such, the Company’s tax provision is zero for the period presented. |
Adjusted Net Loss per Ordinary Share | Adjusted Net Loss per Ordinary Share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Adjusted net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares issued and outstanding for the period. Ordinary shares subject to possible redemption at December 31, 2020 and 2019, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic and diluted adjusted net loss per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. At December 31, 2020 and 2019, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the loss of the Company. As a result, diluted adjusted net loss per ordinary share is the same as basic adjusted net loss per ordinary share for the periods presented. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments (As Restated) | Fair Value of Financial Instruments (As Restated) The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. 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 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and 2019 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level December 31, December 31, Warrant liabilities – Private Warrants 3 $ 522,579 $ 533,319 The change in the fair value of warrant liabilities regarding Level 3 fair value measurements is summarized as follows Warrant liabilities at December 31, 2018 $ 611,178 Change in fair value of warrants liabilities for the year ended December 31, 2019 (77,859 ) Warrant liabilities at December 31, 2019 533,319 Change in fair value of warrants liabilities for the year ended December 31, 2020 (10,740 ) Warrant liabilities at December 31, 2020 $ 522,579 The Private Warrants are accounted for as liabilities in accordance with ASC 815-40 as the Company concluded that its Private Warrants are not indexed to the Company’s ordinary shares because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares and are presented within warrant liabilities on the Company’s accompanying balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. The fair value of the Private Warrants was estimated using the Black-Scholes option-pricing model. The application of the Black-Scholes option-pricing model requires the use of a number of inputs and significant assumptions including volatility. Significant judgment is required in determining the expected volatility of the ordinary shares. Due to the limited history of trading of the Company’s ordinary shares, the Company determined expected volatility based on a peer group of publicly traded companies. The following reflects the inputs and assumptions used: December 31, December 31, Stock price $ 11.41 $ 10.35 Exercise price $ 11.50 $ 11.50 Risk-free interest rate 0.40 % 1.71 % Expected term (in years) 5.25 5.25 Expected dividend yield 0.00 % 0.00 % Expected volatility 41.59 % 37.70 % Merger probability adjustment 75.00 % 95.00 % |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed Financial Statements [Table Text Block] | As Adjustments As Balance Sheet as of December 31, 2019 Warrant liabilities $ - $ 533,319 $ 533,319 Ordinary shares subject to possible redemption $ 108,547,510 $ (533,321 ) $ 108,014,189 Ordinary shares $ 2,567,939 $ (132,251 ) $ 2,435,688 Retained earnings $ 2,432,069 $ 132,253 $ 2,564,322 Total shareholders’ equity $ 5,000,008 $ 2 $ 5,000,010 As Adjustments As Balance Sheet as of December 31, 2020 Warrant liabilities $ - $ 522,579 $ 52,579 Ordinary shares subject to possible redemption $ 2,672,183 $ (522,576 ) $ 2,149,607 Ordinary shares $ 2,553,378 $ (142,996 ) $ 2,410,382 Retained earnings $ 2,446,631 $ 142,993 $ 2,589,624 Total shareholders’ equity $ 5,000,009 $ (3 ) $ 5,000,006 As Adjustments As Statement of Operations for the Year Ended December 31, 2019 Change in fair value of warrant liabilities $ - $ 77,859 $ 77,859 Net income $ 2,090,361 $ 77,859 $ 2,168,220 Income attributable to ordinary shares subject to possible redemption $ (2,345,916 ) $ 11,318 $ (2,334,598 ) Adjusted net loss $ (255,555 ) $ 89,177 $ (166,378 ) Basic and diluted weighted average shares outstanding 4,097,705 45,751 4,143,456 Adjusted basic and diluted net loss per ordinary share $ (0.06 ) $ 0.02 $ (0.04 ) As Adjustments As Statement of Operations for the Year Ended December 31, 2020 Change in fair value of warrant liabilities $ - $ 10,740 $ 10,740 Net income $ 14,562 $ 10,740 $ 25,302 Income attributable to ordinary shares subject to possible redemption $ (97,280 ) $ 19,019 $ (78,261 ) Adjusted net loss $ (82,718 ) $ 29,759 $ (52,959 ) Basic and diluted weighted average shares outstanding 4,307,454 48,740 4,356,194 Adjusted basic and diluted net loss per ordinary share $ (0.02 ) $ 0.01 $ (0.01 ) As Adjustments As Statement of Cash Flows for the Year Ended December 31, 2019 Net income $ 2,090,361 $ 77,859 $ 2,168,220 Change in fair value of warrant liabilities - $ (77,859 ) $ (77,859 ) As Adjustments As Statement of Cash Flows for the Year Ended December 31, 2020 Net income $ 14,562 $ 10,740 $ 25,302 Change in fair value of warrant liabilities - $ (10,740 ) $ (10,740 ) |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | Level December 31, December 31, Warrant liabilities – Private Warrants 3 $ 522,579 $ 533,319 |
Schedule of change in fair value of warrant liabilities regarding level 3 fair value measurements | Warrant liabilities at December 31, 2018 $ 611,178 Change in fair value of warrants liabilities for the year ended December 31, 2019 (77,859 ) Warrant liabilities at December 31, 2019 533,319 Change in fair value of warrants liabilities for the year ended December 31, 2020 (10,740 ) Warrant liabilities at December 31, 2020 $ 522,579 |
Fair Value, Concentration of Risk [Table Text Block] | December 31, December 31, Stock price $ 11.41 $ 10.35 Exercise price $ 11.50 $ 11.50 Risk-free interest rate 0.40 % 1.71 % Expected term (in years) 5.25 5.25 Expected dividend yield 0.00 % 0.00 % Expected volatility 41.59 % 37.70 % Merger probability adjustment 75.00 % 95.00 % |
Promissory Notes (Tables)
Promissory Notes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of promissory notes | December 31, December 31, GN Note 1 $ 1,148,800 $ 1,148,800 GN Note 2 500,000 500,000 AMC Note 100,000 - SolarMax Notes 1 261,348 - Total $ 2,010,148 $ 1,648,800 |
Cash and Investments Held in _2
Cash and Investments Held in Trust Account (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Cash And Investment Held In Trust Account [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Description Level December 31, 2020 Assets: Trust Account - U.S. Treasury Securities Money Market Fund 1 $ 15,364,991 |
Schedule of gross holding gains and fair value of held-to-maturity securities | Amortized Gross Holding Gain Fair December 31, 2019 U.S. Money Market $ 1,187,964 $ - $ 1,187,964 U.S. Treasury Securities 117,857,363 41,157 117,898,520 $ 119,045,327 $ 41,157 $ 119,086,484 |
Reconciliation of Adjusted Ne_2
Reconciliation of Adjusted Net Loss per Ordinary Share (As Restated) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Year Ended December 31, 2020 2019 Net income $ 25,302 $ 2,168,220 Less: income attributable to ordinary shares subject to redemption (1) (78,261 ) (2,334,598 ) Adjusted net loss $ (52,959 ) $ (166,378 ) Basic and diluted weighted average shares outstanding (2) 4,356,194 4,143,456 Basic and diluted adjusted net loss per ordinary share $ (0.01 ) $ (0.04 ) |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Restated) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Condensed Balance Sheet [Table Text Block] | As As Reported Adjustments Restated Assets Cash $ 296,759 $ - $ 296,759 Prepaid assets 7,415 - 7,415 Total Current Assets 304,174 - 304,174 - Cash and investments held in Trust Account 116,012,861 - 116,012,861 Total Assets $ 116,317,035 $ - $ 116,317,035 Liabilities and Shareholders’ Equity Accounts payable and accrued expenses $ 4,069 $ - $ 4,069 Promissory note - related party 300,000 - 300,000 Total Current Liabilities 304,069 - 304,069 Warrants liabilities - 585,321 585,321 Deferred underwriting compensation 4,020,797 - 4,020,797 Total Liabilities 4,324,866 585,321 4,910,187 Commitments and Contingencies Ordinary shares subject to possible redemption, 10,593,284 and 10,535,331 shares as previously reported and as restated, respectively, at conversion value of $10.10 per share 106,992,168 (585,326 ) 106,406,842 Shareholders’ Equity: Preference shares, no par value, 100,000,000 shares authorized, none issued and outstanding - - - Ordinary shares, no reported and as restated, respectively 4,123,281 (80,246 ) 4,043,035 Retained earnings 876,720 80,251 956,971 Total Shareholders’ Equity 5,000,001 5 5,000,006 Total Liabilities and Shareholders’ Equity $ 116,317,035 $ - $ 116,317,035 ALBERTON ACQUISITION CORPORATION BALANCE SHEET JUNE 30, 2019 As As Reported Adjustments Restated Assets Cash $ 165,890 $ - $ 165,890 Prepaid assets 1,651 - 1,651 Total Current Assets 167,541 - 167,541 - Cash and investments held in Trust Account 116,706,912 - 116,706,912 Total Assets $ 116,874,453 $ - $ 116,874,453 Liabilities and Shareholders’ Equity Accounts payable and accrued expenses $ 4,272 $ - $ 4,272 Promissory note - related party 300,000 - 300,000 Total Current Liabilities 304,272 - 304,272 Warrants liabilities - 568,672 568,672 Deferred underwriting compensation 4,020,797 - 4,020,797 Total Liabilities 4,325,069 568,672 4,893,741 Commitments and Contingencies Ordinary shares subject to possible redemption, 10,585,569 and 10,529,597 shares as previously reported and as restated, respectively, at conversion value of $10.16 per share 107,549,381 (568,677 ) 106,980,704 Shareholders’ Equity: Preference shares no par value, 100,000,000 shares authorized, none issued and outstanding - - - Ordinary shares, no reported and as restated, respectively 3,566,068 (96,895 ) 3,469,173 Retained earnings 1,433,935 96,900 1,530,835 Total Shareholders’ Equity 5,000,003 5 5,000,008 Total Liabilities and Shareholders’ Equity $ 116,874,453 $ - $ 116,874,453 As As Reported Adjustments Restated Assets Cash $ 1,237,095 $ - $ 1,237,095 Total Current Assets 1,237,095 - 1,237,095 - Cash and investments held in Trust Account 117,324,145 - 117,324,145 Total Assets $ 118,561,240 $ - $ 118,561,240 Liabilities and Shareholders’ Equity Accounts payable and accrued expenses $ 5,675 $ - $ 5,675 Promissory note 1,148,800 - 1,148,800 Promissory note - related party 300,000 - 300,000 Total Current Liabilities 1,454,475 - 1,454,475 Warrants liabilities - 548,309 548,309 Deferred underwriting compensation 4,020,797 - 4,020,797 Total Liabilities 5,475,272 548,309 6,023,581 Commitments and Contingencies Ordinary shares subject to possible redemption, 10,586,284 and 10,532,581 shares as previously reported and as restated, respectively, at conversion value of $10.21 per share 108,085,960 (548,309 ) 107,537,651 Shareholders’ Equity: Preference shares, no par value, 100,000,000 shares authorized, none issued and outstanding - - - Ordinary shares, no reported and as restated, respectively 3,029,489 (117,263 ) 2,912,226 Retained earnings 1,970,519 117,263 2,087,782 Total Shareholders’ Equity 5,000,008 - 5,000,008 Total Liabilities and Shareholders’ Equity $ 118,561,240 $ - $ 118,561,240 As As Reported Adjustments Restated Assets Cash $ 11,178 $ - $ 11,178 Prepaid assets 48,625 - 48,625 Total Current Assets 59,803 - 59,803 - Cash and investments held in Trust Account 120,728,495 - 120,728,495 Total Assets $ 120,788,298 $ - $ 120,788,298 Liabilities and Shareholders’ Equity Accounts payable and accrued expenses $ 105,043 $ - $ 105,043 Promissory note 1,648,800 - 1,648,800 Promissory note - related party 1,080,000 - 1,080,000 Total Current Liabilities 2,833,843 - 2,833,843 Warrants liabilities - 516,901 516,901 Deferred underwriting compensation 4,020,797 - 4,020,797 Total Liabilities 6,854,640 516,901 7,371,541 Commitments and Contingencies Ordinary shares subject to possible redemption, 10,364,762 and 10,315,581 shares as previously reported and as restated, respectively, at conversion value of $10.51 per share 108,933,649 (516,894 ) 108,416,755 Shareholders’ Equity: Preference shares, no par value, 100,000,000 shares authorized, none issued and outstanding - - - Ordinary shares, no reported and as restated, respectively 2,181,800 (148,678 ) 2,033,122 Retained earnings 2,818,209 148,671 2,966,880 Total Shareholders’ Equity 5,000,009 (7 ) 5,000,002 Total Liabilities and Shareholders’ Equity $ 120,788,298 $ - $ 120,788,298 As As Reported Adjustments Restated Assets Cash $ 9,289 $ - $ 9,289 Prepaid assets 36,010 - 36,010 Total Current Assets 45,299 - 45,299 - Cash and investments held in Trust Account 14,993,648 - 14,993,648 Total Assets $ 15,038,947 $ - $ 15,038,947 Liabilities and Shareholders’ Equity Accounts payable and accrued expenses $ 156,574 $ - $ 156,574 Due to related party 100,005 - 100,005 Promissory note 1,748,800 - 1,748,800 Promissory note - related party 1,080,000 - 1,080,000 Total Current Liabilities 3,085,379 - 3,085,379 Warrants liabilities - 510,839 510,839 Deferred underwriting compensation 4,020,797 - 4,020,797 Total Liabilities 7,106,176 510,839 7,617,015 Commitments and Contingencies Ordinary shares subject to possible redemption, 276,676 and 228,484 shares as previously reported and as restated, respectively, at conversion value of $10.60 per share 2,932,762 (510,833 ) 2,421,929 Shareholders’ Equity: Preference shares, no par value, 100,000,000 shares authorized, none issued and outstanding - - - Ordinary shares, no reported and as restated, respectively 2,303,569 (154,739 ) 2,148,830 Retained earnings 2,696,440 154,733 2,851,173 Total Shareholders’ Equity 5,000,009 (6 ) 5,000,003 Total Liabilities and Shareholders’ Equity $ 15,038,947 $ - $ 15,038,947 As As Reported Adjustments Restated Assets Cash $ 1,595 $ - $ 1,595 Prepaid assets 19,385 - 19,385 Total Current Assets 20,980 - 20,980 - Cash and investments held in Trust Account 15,174,028 - 15,174,028 Total Assets $ 15,195,008 $ - $ 15,195,008 Liabilities and Shareholders’ Equity Accounts payable and accrued expenses $ 187,604 $ - $ 187,604 Due to related party 205,000 - 205,000 Promissory notes 1,868,800 - 1,868,800 Promissory note - related party 1,080,000 - 1,080,000 Total Current Liabilities 3,341,404 - 3,341,404 Warrants liabilities - 495,105 495,105 Deferred underwriting compensation 4,020,797 - 4,020,797 Total Liabilities 7,362,201 495,105 7,857,306 Commitments and Contingencies Ordinary shares subject to possible redemption, 264,008 and 217,866 shares as previously reported and as restated, respectively, at conversion value of $10.73 per share 2,832,801 (495,103 ) 2,337,698 Shareholders’ Equity: Preference shares, no par value, 100,000,000 shares authorized, none issued and outstanding - - - Ordinary shares, no reported and as restated, respectively 2,403,530 (170,469 ) 2,233,061 Retained earnings 2,596,476 170,467 2,766,943 Total Shareholders’ Equity 5,000,006 (2 ) 5,000,004 Total Liabilities and Shareholders’ Equity $ 15,195,008 $ - $ 15,195,008 |
Condensed Income Statement [Table Text Block] | Three Months Ended March 31, 2019 As As Reported Adjustments Restated Operating costs $ 153,741 $ - $ 153,741 Loss from operations (153,741 ) - (153,741 ) Other income: Interest income - bank 143 - 143 Interest income 688,610 - 688,610 Change in fair value of warrant liabilities - 25,857 25,857 Total other income 688,753 25,857 714,610 Net income 535,012 25,857 560,869 Less: income attributable to ordinary shares subject to possible redemption (634,967 ) 3,443 (631,524 ) Adjusted net loss $ (99,955 ) $ 29,300 $ (70,655 ) Basic and diluted weighted average shares outstanding (1) 4,086,448 60,874 4,147,322 Adjusted basic and diluted net loss per ordinary share $ (0.02 ) $ - $ (0.02 ) (1) Excludes an aggregate of up to 10,593,284 and 10,535,331 ordinary shares subject to possible redemption as previously reported and as restated, respectively, at March 31, 2019. Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 As As As As Reported Adjustments Restated Reported Adjustments Restated Operating costs $ 137,145 $ - $ 137,145 $ 290,886 $ - $ 290,886 Loss from operations (137,145 ) - (137,145 ) (290,886 ) - (290,886 ) Other income: Interest income - bank 309 - 309 452 - 452 Interest income 694,051 - 694,051 1,382,661 - 1,382,661 Change in fair value of warrant liabilities - 16,649 16,649 - 42,506 42,506 Total other income 694,360 16,649 711,009 1,383,113 42,506 1,425,619 Net income 557,215 16,649 573,864 1,092,227 42,506 1,134,733 Less: income attributable to ordinary shares subject to possible redemption (639,499 ) 3,332 (636,167 ) (1,273,984 ) 6,637 (1,267,347 ) Adjusted net loss $ (82,284 ) $ 19,981 $ (62,303 ) $ (181,757 ) $ 49,143 $ (132,614 ) Basic and diluted weighted average shares outstanding (1) 4,104,181 50,238 4,154,419 4,091,485 59,405 4,150,890 Adjusted basic and diluted net loss per ordinary share $ (0.02 ) $ 0.01 $ (0.01 ) $ (0.04 ) $ 0.01 $ (0.03 ) (1) Excludes an aggregate of up to 10,585,569 and 10,529,597 ordinary shares subject to possible redemption as previously reported and as restated, respectively, at June 30, 2019. Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 As As As As Reported Adjustments Restated Reported Adjustments Restated Operating costs $ 80,795 $ - $ 80,795 $ 371,681 $ - $ 371,681 Loss from operations (80,795 ) - (80,795 ) (371,681 ) - (371,681 ) Other income: Interest income - bank 146 - 146 598 - 598 Interest income 617,233 - 617,233 1,999,894 - 1,999,894 Change in fair value of warrant liabilities - 20,363 20,363 - 62,869 62,869 Total other income 617,379 20,363 637,742 2,000,492 62,869 2,063,361 Net income 536,584 20,363 556,947 1,628,811 62,869 1,691,680 Less: income attributable to ordinary shares subject to possible redemption (568,780 ) 2,901 (565,879 ) (1,842,902 ) 9,399 (1,833,503 ) Adjusted net loss $ (32,196 ) $ 23,264 $ (8,932 ) $ (214,091 ) $ 72,268 $ (141,823 ) Basic and diluted weighted average shares outstanding (1) 4,104,181 55,972 4,160,153 4,095,763 57,758 4,153,521 Adjusted basic and diluted net loss per ordinary share $ (0.01 ) $ 0.01 $ (0.00 ) $ (0.05 ) $ 0.02 $ (0.03 ) (1) Excludes an aggregate of up to 10,586,284 and 10,532,581 ordinary shares subject to possible redemption as previously reported and as restated, respectively, at September 30, 2019. Three Months Ended March 31, 2020 As As Reported Adjustments Restated Operating costs $ 149,055 $ - $ 149,055 Loss from operations (149,055 ) - (149,055 ) Other income: Interest income - bank 827 - 827 Interest income 534,368 - 534,368 Change in fair value of warrant liabilities - 16,418 16,418 Total other income 535,195 16,418 551,613 Net income 386,140 16,418 402,558 Less: income attributable to ordinary shares subject to possible redemption (482,107 ) 2,298 (479,809 ) Adjusted net loss $ (95,967 ) $ 18,716 $ (77,251 ) Basic and diluted weighted average shares outstanding (1) 4,212,191 51,479 4,263,670 Adjusted basic and diluted net loss per ordinary share $ (0.02 ) $ - $ (0.02 ) (1) Excludes an aggregate of up to 10,364,762 and 10,315,581 ordinary shares subject to possible redemption as previously reported and as restated, respectively, at March 31, 2020. Three Months Ended June 30, 2020 Six Months Ended June 30, 2020 As As As As Reported Adjustments Restated Reported Adjustments Restated Operating costs $ 146,045 $ - $ 146,045 $ 295,100 $ - $ 295,100 Loss from operations (146,045 ) - (146,045 ) (295,100 ) - (295,100 ) Other income: Interest income - bank 5 - 5 832 - 832 Interest income 24,271 - 24,271 558,639 - 558,639 Change in fair value of warrant liabilities - 6,062 6,062 - 22,480 22,480 Total other income 24,276 6,062 30,338 559,471 22,480 581,951 Net (loss) income (121,769 ) 6,062 (115,707 ) 264,371 22,480 286,851 Less: income attributable to ordinary shares subject to possible redemption (4,747 ) 827 (3,920 ) (109,270 ) 19,050 (90,220 ) Adjusted net loss $ (126,516 ) $ 6,889 $ (119,627 ) $ 155,101 $ 41,530 $ 196,631 Basic and diluted weighted average shares outstanding (1) 4,324,988 49,181 4,374,169 4,268,590 50,330 4,318,920 Adjusted basic and diluted net loss per ordinary share $ (0.03 ) $ 0.00 $ (0.03 ) $ 0.04 $ 0.01 $ 0.05 (1) Excludes an aggregate of up to 276,676 and 228,484 ordinary shares subject to possible redemption as previously reported and as restated, respectively, at June 30, 2020. Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 As As As As Reported Adjustments Restated Reported Adjustments Restated Operating costs $ 100,347 $ - $ 100,347 $ 395,447 $ - $ 395,447 Loss from operations (100,347 ) - (100,347 ) (395,447 ) - (395,447 ) Other income: Interest income - bank 3 - 3 835 - 835 Interest income 380 - 380 559,019 - 559,019 Change in fair value of warrant liabilities - 15,734 15,734 - 38,214 38,214 Total other income 383 15,734 16,117 559,854 38,214 598,068 Net (loss) income (99,964 ) 15,734 (84,230 ) 164,407 38,214 202,621 Less: income attributable to ordinary shares subject to possible redemption (71 ) 12 (59 ) (104,313 ) 18,224 (86,089 ) Adjusted net (loss) income $ (100,035 ) $ 15,746 $ (84,289 ) $ 60,094 $ 56,438 $ 116,532 Basic and diluted weighted average shares outstanding (1) 4,339,562 48,192 4,387,754 4,292,420 48,465 4,340,885 Adjusted basic and diluted net (loss) income per ordinary share $ (0.02 ) $ 0.00 $ (0.02 ) $ 0.01 $ 0.02 $ 0.03 (1) Excludes an aggregate of up to 264,008 and 217,866 ordinary shares subject to possible redemption as previously reported and as restated, respectively, at September 30, 2020. |
Condensed Cash Flow Statement [Table Text Block] | As As Reported Adjustments Restated Cash Flows from Operating Activities: Net income $ 535,012 $ 25,857 $ 560,869 Adjustments to reconcile net income to net cash used in operating activities: - Interest earned on investment held in Trust Account (688,610 ) - (688,610 ) Change in fair value of warrant liabilities - (25,857 ) (25,857 ) Changes in current assets and current liabilities: Prepaid assets 6,347 - 6,347 Accounts payable and accrued expense (6,020 ) - (6,020 ) Due to related parties (2,379 ) - (2,379 ) Net Cash Used in Operating Activities (155,650 ) - (155,650 ) Net Decrease in Cash (155,650 ) - (155,650 ) Cash – Beginning of the period 452,409 - 452,409 Cash – Ending of period $ 296,759 $ - $ 296,759 Supplemental Disclosure of Non-cash Financing Activities: Change in value of ordinary shares subject to possible redemption $ 535,015 $ 25,851 $ 560,866 As As Reported Adjustments Restated Cash Flows from Operating Activities: Net income $ 1,092,227 $ 42,506 $ 1,134,733 Adjustments to reconcile net income to net cash used in operating activities: - Interest earned on investment held in Trust Account (1,382,661 ) - (1,382,661 ) Change in fair value of warrant liabilities - (42,506 ) (42,506 ) Changes in current assets and current liabilities: Prepaid assets 12,111 - 12,111 Accounts payable and accrued expense (5,817 ) - (5,817 ) Due to related parties (2,379 ) - (2,379 ) Net Cash Used in Operating Activities (286,519 ) - (286,519 ) Net Decrease in Cash (286,519 ) - (286,519 ) Cash – Beginning of the period 452,409 - 452,409 Cash – Ending of period $ 165,890 $ - $ 165,890 Supplemental Disclosure of Non-cash Financing Activities: Change in value of ordinary shares subject to possible redemption $ 1,092,228 $ 42,500 $ 1,134,728 As As Reported Adjustments Restated Cash Flows from Operating Activities: Net income $ 1,628,811 $ 62,869 $ 1,691,680 Adjustments to reconcile net income to net cash used in operating activities: - Interest earned on investment held in Trust Account (1,999,894 ) - (1,999,894 ) Change in fair value of warrant liabilities - (62,869 ) (62,869 ) Changes in current assets and current liabilities: Prepaid assets 13,762 - 13,762 Accounts payable and accrued expense (4,414 ) - (4,414 ) Due to related parties (2,379 ) - (2,379 ) Net Cash Used in Operating Activities (364,114 ) - (364,114 ) Cash Flows from Financing Activities: Proceeds from promissory note 1,148,800 - 1,148,800 Net Cash Provided by Financing Activities 1,148,800 - 1,148,800 Net Increase in Cash 784,686 - 784,686 Cash – Beginning of the period 452,409 - 452,409 Cash – Ending of period $ 1,237,095 $ - $ 1,237,095 Supplemental Disclosure of Non-cash Financing Activities: Change in value of ordinary shares subject to possible redemption $ 1,628,807 $ 62,868 $ 1,691,675 As As Reported Adjustments Restated Cash Flows from Operating Activities: Net income $ 386,140 $ 16,418 $ 402,558 Adjustments to reconcile net income to net cash used in operating activities: - Interest earned on investment held in Trust Account (534,368 ) - (534,368 ) Change in fair value of warrant liabilities - (16,418 ) (16,418 ) Changes in current assets and current liabilities: Prepaid assets (40,292 ) - (40,292 ) Accounts payable and accrued expense 91,344 - 91,344 Net Cash Used in Operating Activities (97,176 ) - (97,176 ) Cash Flows from Investing Activities: Purchase of investment held in Trust Account (1,148,800 ) - (1,148,800 ) Net Cash Used in Investing Activities (1,148,800 ) - (1,148,800 ) Cash Flows from Financing Activities: Proceeds from promissory note – related party 780,000 - 780,000 Net Cash Provided by Financing Activities 780,000 - 780,000 Net Decrease in Cash (465,976 ) - (465,976 ) Cash – Beginning of the period 477,154 - 477,154 Cash – Ending of period $ 11,178 $ - $ 11,178 Supplemental Disclosure of Non-cash Financing Activities: Change in value of ordinary shares subject to possible redemption $ 386,139 $ 16,427 $ 402,566 As As Reported Adjustments Restated Cash Flows from Operating Activities: Net income $ 264,371 $ 22,480 $ 286,851 Adjustments to reconcile net income to net cash used in operating activities: - Interest earned on investment held in Trust Account (558,639 ) - (558,639 ) Change in fair value of warrant liabilities - (22,480 ) (22,480 ) Changes in current assets and current liabilities: Prepaid assets (27,677 ) - (27,677 ) Accounts payable and accrued expense 142,875 - 142,875 Due to related party 100,005 - 100,005 Net Cash Used in Operating Activities (79,065 ) - (79,065 ) Cash Flows from Investing Activities: Purchase of investment held in Trust Account (1,268,800 ) - (1,268,800 ) Cash withdrawn from Trust Account to pay redeeming shareholders 105,879,118 - 105,879,118 Net Cash Provided by Investing Activities 104,610,318 - 104,610,318 Cash Flows from Financing Activities: Proceeds from promissory note – related party 780,000 - 780,000 Proceeds from promissory note 100,000 - 100,000 Redemption of ordinary shares (105,879,118 ) - (105,879,118 ) Net Cash Used in Financing Activities (104,999,118 ) - (104,999,118 ) Net Decrease in Cash (467,865 ) - (467,865 ) Cash – Beginning of the period 477,154 - 477,154 Cash – Ending of period $ 9,289 $ - $ 9,289 Supplemental Disclosure of Non-cash Financing Activities: Change in value of ordinary shares subject to possible redemption $ 264,370 $ 22,488 $ 286,858 As As Reported Adjustments Restated Cash Flows from Operating Activities: Net income $ 164,407 $ 38,214 $ 202,621 Adjustments to reconcile net income to net cash used in operating activities: - Interest earned on investment held in Trust Account (559,019 ) - (559,019 ) Change in fair value of warrant liabilities - (38,214 ) (38,214 ) Changes in current assets and current liabilities: Prepaid assets (11,052 ) - (11,052 ) Accounts payable and accrued expense 173,905 - 173,905 Due to related party 205,000 - 205,000 Net Cash Used in Operating Activities (26,759 ) - (26,759 ) Cash Flows from Investing Activities: Purchase of investment held in Trust Account (1,448,800 ) - (1,448,800 ) Cash withdrawn from Trust Account to pay redeeming shareholders 105,879,118 - 105,879,118 Net Cash Provided by Investing Activities 104,430,318 - 104,430,318 Cash Flows from Financing Activities: Proceeds from promissory note – related party 780,000 - 780,000 Proceeds from promissory note 220,000 - 220,000 Redemption of ordinary shares (105,879,118 ) - (105,879,118 ) Net Cash Used in Financing Activities (104,879,118 ) - (104,879,118 ) Net Decrease in Cash (475,559 ) - (475,559 ) Cash – Beginning of the period 477,154 - 477,154 Cash – Ending of period $ 1,595 $ - $ 1,595 Supplemental Disclosure of Non-cash Financing Activities: Change in value of ordinary shares subject to possible redemption $ 164,409 $ 38,218 $ 202,627 |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | Oct. 26, 2020 | Apr. 23, 2020 | Jan. 23, 2020 | Oct. 26, 2019 | Oct. 18, 2019 | Nov. 20, 2018 | Oct. 26, 2018 | Dec. 31, 2020 |
Organization and Business Operations (Details) [Line Items] | ||||||||
Consummated initial public offering of units (in Shares) | 1,487,992 | 10,000,000 | ||||||
Sale of price per unit (in Dollars per share) | $ 10.77013 | $ 10 | ||||||
Sale of units (in Shares) | 1,000 | |||||||
Gross proceeds from sale of private units | $ 10,770 | |||||||
Extension, shareholders holding, description | In connection with the Extension, shareholders holding 10,073,512 public shares exercised their right to redeem such shares for a pro rata portion of the Trust Account. As a result, an aggregate of $105,879,118 (or $10.51 per share) was removed from the Trust Account to pay such shareholders. | |||||||
Percentage of fair market value | 80.00% | |||||||
Percentage of outstanding voting rights | 50.00% | |||||||
Percentage of outstanding of public shares | 100.00% | |||||||
Net tangible assets | $ 5,000,001 | |||||||
Public share percentage | 100.00% | |||||||
Extensions fund amount | $ 1,148,800 | |||||||
Liquidation, description | In connection with the approval of the extension, shareholders elected to redeem an aggregate of 10,073,512 of the Company’s ordinary shares. As a result, an aggregate of $105,879,118 (or $10.51 per share) was released from the Company’s Trust Account to pay such shareholders. | |||||||
Business combination description | The Company agreed to contribute, or cause to be contributed on its behalf (the “Cash Contribution”), $60,000 for the aggregate number of Public Shares that did not convert in connection with the Extension (the “Remaining Public Shares”) for each monthly period or portion thereof that is needed to complete a Business Combination (commencing on April 27, 2020 until the earlier of the consummation of a Business Combination and the expiry of the Extension). The Cash Contribution will be deposited as additional interest on the proceeds in the Trust Account and will be distributed pro rata as a part of the redemption amount to each Remaining Public Share in connection with a future redemption. In addition, at the earlier date (the “Issuance Date”) of the consummation of its initial Business Combination and the expiry of the Extension, the Company will issue a dividend of one warrant to purchase one-half of one ordinary share for each Remaining Public Share. Each such warrant will be identical to the warrants included in the Units sold in the Company’s Initial Public Offering (the “Dividend”, collectively with the Cash Contribution, the “Contribution”). Through December 31, 2020, the Company deposited an aggregate of $501,348 into the Trust Account to fund the Extension. The Extension was partially funded from an $140,000 advance provided by the Sponsor (see Note 6), $100,000 from the AMC Note (defined below) and $261,348 from the SolarMax Notes (see Note 7). | |||||||
Cash contribution | $ 60,000 | |||||||
Aggregate per share (in Dollars per share) | $ 0.05 | |||||||
Trust Account [Member] | ||||||||
Organization and Business Operations (Details) [Line Items] | ||||||||
Trust account | $ 1,148,800 | $ 1,148,799 | $ 1,148,799 | |||||
Loan provided by the sponsor | 780,000 | |||||||
Partially company's working capital | 368,800 | |||||||
Debt instrument face amount | $ 780,000 | |||||||
Sponsor [Member] | ||||||||
Organization and Business Operations (Details) [Line Items] | ||||||||
Debt instrument face amount | $ 128,466 | |||||||
Initial Public Offering [Member] | ||||||||
Organization and Business Operations (Details) [Line Items] | ||||||||
Consummated initial public offering of units (in Shares) | 10,000,000 | |||||||
Sale of price per unit (in Dollars per share) | $ 10 | |||||||
Generating gross proceeds from initial public offering | $ 100,000,000 | |||||||
Initial Public Offering [Member] | Trust Account [Member] | ||||||||
Organization and Business Operations (Details) [Line Items] | ||||||||
Sale of price per unit (in Dollars per share) | $ 10 | |||||||
Generating gross proceeds from initial public offering | $ 100,000,000 | |||||||
Private Placement [Member] | ||||||||
Organization and Business Operations (Details) [Line Items] | ||||||||
Sale of price per unit (in Dollars per share) | $ 10 | $ 10 | ||||||
Sale of units (in Shares) | 29,760 | 300,000 | ||||||
Gross proceeds from sale of private units | $ 297,600 | |||||||
Private Placement [Member] | Sponsor [Member] | ||||||||
Organization and Business Operations (Details) [Line Items] | ||||||||
Sale of price per unit (in Dollars per share) | $ 10 | |||||||
Sale of units (in Shares) | 300,000 | |||||||
Generating gross proceeds from private placement | $ 3,297,600 | $ 3,000,000 | ||||||
Over-Allotment Option [Member] | ||||||||
Organization and Business Operations (Details) [Line Items] | ||||||||
Sale of price per unit (in Dollars per share) | $ 10 | |||||||
Generating gross proceeds from initial public offering | $ 14,879,920 | |||||||
Sale of units (in Shares) | 1,487,992 | |||||||
Over-Allotment Option [Member] | Trust Account [Member] | ||||||||
Organization and Business Operations (Details) [Line Items] | ||||||||
Sale of price per unit (in Dollars per share) | $ 10 | |||||||
Generating gross proceeds from initial public offering | $ 14,879,920 | |||||||
Trust account | $ 114,879,920 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) - Schedule of financial statement - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
As Previously Reported [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Warrant liabilities | ||
Ordinary shares subject to possible redemption | 2,672,183 | 108,547,510 |
Ordinary shares | 2,553,378 | 2,567,939 |
Retained earnings | 2,446,631 | 2,432,069 |
Total shareholders’ equity | 5,000,009 | 5,000,008 |
Change in fair value of warrant liabilities | ||
Net income | 14,562 | 2,090,361 |
Income attributable to ordinary shares subject to possible redemption | (97,280) | (2,345,916) |
Adjusted net loss | $ (82,718) | $ (255,555) |
Basic and diluted weighted average shares outstanding (in Shares) | 4,307,454 | 4,097,705 |
Adjusted basic and diluted net loss per ordinary share (in Dollars per share) | $ (0.02) | $ (0.06) |
Net income | $ 14,562 | $ 2,090,361 |
Change in fair value of warrant liabilities | ||
Adjustment [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Warrant liabilities | 522,579 | 533,319 |
Ordinary shares subject to possible redemption | (522,576) | (533,321) |
Ordinary shares | (142,996) | (132,251) |
Retained earnings | 142,993 | 132,253 |
Total shareholders’ equity | (3) | 2 |
Change in fair value of warrant liabilities | 10,740 | 77,859 |
Net income | 10,740 | 77,859 |
Income attributable to ordinary shares subject to possible redemption | 19,019 | 11,318 |
Adjusted net loss | $ 29,759 | $ 89,177 |
Basic and diluted weighted average shares outstanding (in Shares) | 48,740 | 45,751 |
Adjusted basic and diluted net loss per ordinary share (in Dollars per share) | $ 0.01 | $ 0.02 |
Net income | $ 10,740 | $ 77,859 |
Change in fair value of warrant liabilities | (10,740) | (77,859) |
As Restated [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Warrant liabilities | 52,579 | 533,319 |
Ordinary shares subject to possible redemption | 2,149,607 | 108,014,189 |
Ordinary shares | 2,410,382 | 2,435,688 |
Retained earnings | 2,589,624 | 2,564,322 |
Total shareholders’ equity | 5,000,006 | 5,000,010 |
Change in fair value of warrant liabilities | 10,740 | 77,859 |
Net income | 25,302 | 2,168,220 |
Income attributable to ordinary shares subject to possible redemption | (78,261) | (2,334,598) |
Adjusted net loss | $ (52,959) | $ (166,378) |
Basic and diluted weighted average shares outstanding (in Shares) | 4,356,194 | 4,143,456 |
Adjusted basic and diluted net loss per ordinary share (in Dollars per share) | $ (0.01) | $ (0.04) |
Net income | $ 25,302 | $ 2,168,220 |
Change in fair value of warrant liabilities | $ (10,740) | $ (77,859) |
Significant Accounting Polici_3
Significant Accounting Policies (Details) | Dec. 31, 2020USD ($) |
Accounting Policies [Abstract] | |
Federal depository insurance coverage | $ 250,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Level 3 [Member] | ||
Significant Accounting Policies (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items] | ||
Warrant liabilities – Private Warrants | $ 522,579 | $ 533,319 |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of change in fair value of warrant liabilities regarding level 3 fair value measurements - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of change in fair value of warrant liabilities regarding level 3 fair value measurements [Abstract] | ||
Warrant liabilities | $ 533,319 | $ 611,178 |
Change in fair value of warrants liabilities | (10,740) | (77,859) |
Warrant liabilities | $ 522,579 | $ 533,319 |
Significant Accounting Polici_6
Significant Accounting Policies (Details) - Schedule of significant judgment is required in determining the expected volatility of the ordinary shares - Private Warrants [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Stock price (in Dollars per share) | $ 11.41 | $ 10.35 |
Exercise price (in Dollars per share) | $ 11.50 | $ 11.50 |
Risk-free interest rate | 0.40% | 1.71% |
Expected term (in years) | 5 years 3 months | 5 years 3 months |
Expected dividend yield | 0.00% | 0.00% |
Expected volatility | 41.59% | 37.70% |
Merger probability adjustment | 75.00% | 95.00% |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Nov. 20, 2018 | Oct. 26, 2018 | Dec. 31, 2020 | |
Initial Public Offering (Details) [Line Items] | |||
Initial public offering of units (in Shares) | 1,487,992 | 10,000,000 | |
Purchase price per unit (in Dollars per share) | $ 10 | ||
Exercise price (in Dollars per share) | $ 11.50 | ||
Warrant, description | Every 10 Public Rights will convert automatically into one ordinary share upon consummation of a Business Combination (see Note 11). | ||
IPO [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Initial public offering of units (in Shares) | 10,000,000 | ||
Purchase price per unit (in Dollars per share) | $ 10 | ||
Over-Allotment Option [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Upfront underwriting discount | $ 2,000,000 | ||
Offering price to underwriter | $ 297,598 | ||
Offering price to underwriter, percentage | 2.00% | ||
Additional fee to underwriter | $ 3,500,000 | ||
Deferred discount gross offering proceeds | $ 520,797 | ||
Percentage of deferred discount gross offering proceeds | 3.50% | ||
Total offering costs | $ 3,060,924 | ||
Underwriter's commissions | 2,297,598 | ||
Other offering costs | $ 763,325 | ||
Purchase Option [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Initial public offering of units (in Shares) | 500,000 | ||
Purchase price per unit (in Dollars per share) | $ 3.206 | ||
Exercise price (in Dollars per share) | $ 11.50 | ||
Underwriter's fees | $ 100 | ||
Aggregate exercise price | $ 5,750,000 | ||
Option to purchase ordinary shares (in Shares) | 500,000 | ||
Warrants to purchase shares and rights (in Shares) | 250,000 | ||
Ordinary shares issued upon exercise of the option (in Shares) | 50,000 | ||
Cash payment | $ 100 | ||
Fair value of purchase option | $ 1,603,060 | ||
Expected volatility | 38.00% | ||
Risk-free interest rate | 2.29% | ||
Option expires | 5 years |
Private Placements (Details)
Private Placements (Details) - Private Placements [Member] - USD ($) | 1 Months Ended | 12 Months Ended |
Nov. 20, 2018 | Dec. 31, 2020 | |
Private Placements (Details) [Line Items] | ||
Sale of units | 29,760 | 300,000 |
Sale of price per unit | $ 10 | $ 10 |
Purchase price | $ 3,000,000 | |
Purchase of additional units | 29,760 | |
Gross proceeds from sale of private units | $ 297,600 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Sep. 14, 2018 | Sep. 10, 2018 | Aug. 01, 2018 | Nov. 20, 2018 | Oct. 26, 2018 | Aug. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 24, 2020 | Mar. 31, 2019 | Oct. 21, 2018 | Jul. 06, 2018 |
Related Party Transactions (Details) [Line Items] | ||||||||||||
Ordinary shares issued for services (in Shares) | 1,487,992 | 10,000,000 | ||||||||||
Advances outstanding | $ 402,106 | |||||||||||
Notes outstanding | 300,000 | |||||||||||
General and administrative services fees | $ 1,000 | |||||||||||
Administrative fees expense | 12,000 | $ 12,000 | ||||||||||
Accounts payable and accrued expenses | 6,000 | |||||||||||
Administrative fee | 1,000 | |||||||||||
Sponsor [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Advances outstanding | 128,466 | |||||||||||
Aggregate principal amount | 128,466 | |||||||||||
Working capital loans | $ 1,500,000 | |||||||||||
Working capital loans, per unit (in Dollars per share) | $ 10 | |||||||||||
Sponsor Note 1 [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Promissory note | $ 300,000 | |||||||||||
Notes outstanding | $ 300,000 | |||||||||||
Sponsor Note 2 [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Promissory note | $ 780,000 | |||||||||||
Notes outstanding | 780,000 | |||||||||||
Promissory note, per unit (in Dollars per share) | $ 10 | |||||||||||
White and Williams [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Payments of legal expenses | 290,000 | |||||||||||
Non-interest bearing loans | 1,080,000 | |||||||||||
Chief Executive Officer [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Aggregate advances received | 273,640 | |||||||||||
Working capital fund amount | 140,000 | |||||||||||
Advances outstanding | 273,640 | |||||||||||
IPO [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Ordinary shares issued for services (in Shares) | 10,000,000 | |||||||||||
Private Placement [Member] | Sponsor [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Deposit on escrow account | $ 3,299,979 | |||||||||||
Private units subscribed (in Shares) | 329,760 | |||||||||||
Proceeds from private placement | $ 3,297,600 | $ 3,000,000 | ||||||||||
Remaining private placement | $ 2,379 | |||||||||||
Class B ordinary shares [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Ordinary shares issued for services (in Shares) | 1,150,000 | 1,725,000 | ||||||||||
Ordinary shares acquired (in Shares) | 1,135,000 | |||||||||||
Aggregate purchase price | $ 2,300 | |||||||||||
Price per share (in Dollars per share) | $ 0.00202643 | |||||||||||
Aggregate issued for services (in Shares) | 15,000 | |||||||||||
Founder Shares [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Ordinary shares acquired (in Shares) | 1,650,000 | |||||||||||
Aggregate purchase price | $ 17,250 | |||||||||||
Price per share (in Dollars per share) | $ 0.010454545 | |||||||||||
Aggregate issued for services (in Shares) | 75,000 | 2,875,000 | ||||||||||
Founder shares were forfeited (in Shares) | 3,002 | |||||||||||
Related party transaction, description | Additionally, subject to certain limited exceptions, the Initial Shareholders have 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 (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, and with respect to the remaining 50% of the founder shares, upon six months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. | |||||||||||
Founder Shares [Member] | IPO [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Aggregate issued for services (in Shares) | 2,875,000 | |||||||||||
Ordinary shares forfeiture (in Shares) | 375,000 |
Promissory Notes (Details)
Promissory Notes (Details) - USD ($) | Apr. 17, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 03, 2019 | Sep. 18, 2019 |
Promissory Notes (Details) [Line Items] | ||||||
Promissory note outstanding amount | $ 1,148,800 | $ 1,148,800 | $ 1,148,800 | |||
Business combination withdrawal request, description | (i) 50% of the principal amount of the GN Note 1 as soon as possible with best efforts but no later than 5 business days after a Business Combination with another target if the Withdrawal Request is given from after October 18, 2019; or (ii) the full principal amount of the GN Note 1 as soon as possible with best efforts but no later than 5 business days after a Business Combination or the date of expiry of the term of the Company (whichever is earlier), if the parties have not entered into a definitive agreement with regard to the Qualified Business Combination within 45 days from the date of the GN Note 1 as a result of the disagreement on the valuation of the Qualified Business Combination. On March 12, 2020, the Company received the Withdrawal Request from Global Nature that it did not wish to proceed with the Qualified Business Combination. | |||||
Unsecured promissory notes description | the Company issued unsecured promissory notes in the aggregate principal amount of $261,348 to SolarMax (the “SolarMax Notes 1”) to finance the extension of the Business Combination. The SolarMax Notes 1 are non-interest bearing and payable on the earlier of (i) the consummation of a Business Combination, (ii) the Second Extended Date, or (iii) the date on which either (x) the letter of intent dated September 3, 2020 (the “LOI”) or (y) the Acquisition Agreement, as defined in the LOI, are terminated for any reason. At December 31, 2020, there was $261,348 outstanding under the SolarMax Notes 1. | |||||
Unsecured Promissory [Member] | ||||||
Promissory Notes (Details) [Line Items] | ||||||
Principal amount | $ 500,000 | $ 500,000 | $ 1,148,800 | |||
Promissory note outstanding amount | $ 500,000 | $ 500,000 | $ 500,000 | |||
Unsecured Promissory One [Member] | ||||||
Promissory Notes (Details) [Line Items] | ||||||
Promissory note, description | The principal of the AMC Note of $500,000 will be paid in installments according to the needs of the Company. The AMC Note is non-interest bearing and is payable on the date on which the Company consummates its initial business combination with AMC Payee or another qualified target company, subject to certain mandatory repayment arrangement set forth in the AMC Note. The principal balance may be prepaid at any time without penalty. On May 5, 2020, the Company received first installment of $100,000 under the AMC Note. | |||||
AMC Assets [Member] | ||||||
Promissory Notes (Details) [Line Items] | ||||||
Ownership, description | AmcAsset holds 100% equity interest of Quest Mark Capital Inc., a California corporation located in Los Angeles, and Qingdao Zhongbiao Distressed Asset Management Co., Ltd (“Zhongbiao”), to which AMC Sino is related. |
Promissory Notes (Details) - Sc
Promissory Notes (Details) - Schedule of promissory notes - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Promissory Notes (Details) - Schedule of promissory notes [Line Items] | ||
Promissory notes, Total | $ 2,010,148 | $ 1,648,800 |
GN Note 1 [Member] | ||
Promissory Notes (Details) - Schedule of promissory notes [Line Items] | ||
Promissory notes, Total | 1,148,800 | 1,148,800 |
GN Note 2 [Member] | ||
Promissory Notes (Details) - Schedule of promissory notes [Line Items] | ||
Promissory notes, Total | 500,000 | 500,000 |
AMC Note [Member] | ||
Promissory Notes (Details) - Schedule of promissory notes [Line Items] | ||
Promissory notes, Total | 100,000 | |
SolarMax Notes 1 [Member] | ||
Promissory Notes (Details) - Schedule of promissory notes [Line Items] | ||
Promissory notes, Total | $ 261,348 |
Cash and Investments Held in _3
Cash and Investments Held in Trust Account (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Money Market Funds [Member] | ||
Cash and Investments Held in Trust Account (Details) [Line Items] | ||
Investment in company's trust account | $ 15,364,991 | $ 1,187,964 |
U.S. Treasury Securities [Member] | ||
Cash and Investments Held in Trust Account (Details) [Line Items] | ||
Investment in company's trust account | $ 117,857,363 |
Cash and Investments Held in _4
Cash and Investments Held in Trust Account (Details) - Schedule of fair value on a recurring basis | Dec. 31, 2020USD ($) |
Level 1 [Member] | U.S. Treasury Securities Money Market Fund [Member] | |
Cash and Investments Held in Trust Account (Details) - Schedule of fair value on a recurring basis [Line Items] | |
Trust Account - U.S. Treasury Securities Money Market Fund | $ 15,364,991 |
Cash and Investments Held in _5
Cash and Investments Held in Trust Account (Details) - Schedule of gross holding gains and fair value of held-to-maturity securities | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Cash and Investments Held in Trust Account (Details) - Schedule of gross holding gains and fair value of held-to-maturity securities [Line Items] | |
Amortized Cost | $ 119,045,327 |
Gross Holding Gain | 41,157 |
Fair Value | 119,086,484 |
U.S. Money Market [Member] | |
Cash and Investments Held in Trust Account (Details) - Schedule of gross holding gains and fair value of held-to-maturity securities [Line Items] | |
Amortized Cost | 1,187,964 |
Gross Holding Gain | |
Fair Value | 1,187,964 |
U.S. Treasury Securities [Member] | |
Cash and Investments Held in Trust Account (Details) - Schedule of gross holding gains and fair value of held-to-maturity securities [Line Items] | |
Amortized Cost | 117,857,363 |
Gross Holding Gain | 41,157 |
Fair Value | $ 117,898,520 |
Deferred Underwriter Compensa_2
Deferred Underwriter Compensation (Details) - Over-Allotment Option [Member] | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Deferred Underwriter Compensation (Details) [Line Items] | |
Percentage of underwriting discount | 3.50% |
Consideration of the underwriters | $ 4,020,797 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Shareholders' Equity (Details) [Line Items] | ||
Preferred shares, authorized | 100,000,000 | |
Ordinary shares, authorized | 300,000,000 | 300,000,000 |
Common stock shares issued | 4,417,482 | 4,263,670 |
Shares subject to possible redemption | 197,756 | 10,426,080 |
Share Price (in Dollars per share) | $ 11.50 | |
Warrant [Member] | ||
Shareholders' Equity (Details) [Line Items] | ||
Share Price (in Dollars per share) | $ 11.41 | $ 10.35 |
Warrants, description | The Company may call the warrants for redemption (excluding the private warrants and any warrants issued to its initial shareholders, officers or directors in payment of working capital loans made to the Company, but including outstanding warrants issued upon exercise of the unit purchase option issued to Chardan Capital Markets LLC), in whole and not in part, at a price of $0.01 per warrant, ●at any time after the warrants become exercisable, ●upon not less than 30 days’ prior written notice of redemption to each warrant holder, ●if, and only if, the reported last sale price of the ordinary shares equals or exceeds $16.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders; and ●if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant. |
Reconciliation of Adjusted Ne_3
Reconciliation of Adjusted Net Loss per Ordinary Share (As Restated) (Details) - shares | Dec. 31, 2020 | Dec. 31, 2019 |
Earnings Per Share [Abstract] | ||
Aggregate of possible redemption | 197,756 | 10,426,080 |
Reconciliation of Adjusted Ne_4
Reconciliation of Adjusted Net Loss per Ordinary Share (As Restated) (Details) - Schedule of basic and diluted adjusted net loss per ordinary share - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Schedule of basic and diluted adjusted net loss per ordinary share [Abstract] | |||
Net income | $ 25,302 | $ 2,168,220 | |
Less: income attributable to ordinary shares subject to redemption | [1] | (78,261) | (2,334,598) |
Adjusted net loss | $ (52,959) | $ (166,378) | |
Basic and diluted weighted average shares outstanding (in Shares) | [2] | 4,356,194 | 4,143,456 |
Basic and diluted adjusted net loss per ordinary share (in Dollars per share) | $ (0.01) | $ (0.04) | |
[1] | Income attributable to ordinary shares subject to possible redemption was calculated in proportion of the interest income earned in Trust Account, which would be distributed to shareholders in the event they choose to exercise their redemption rights at the closing of a Business Combination. | ||
[2] | Excludes an aggregate of up to 197,756 and 10,426,080 shares subject to possible redemption at December 31, 2020 and 2019, respectively. |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Mar. 31, 2021 | Feb. 28, 2021 | Jan. 19, 2021 |
Subsequent Events (Details) [Line Items] | |||
Exercise price (in Dollars per share) | $ 11.50 | ||
Subsequent Event [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Issuance of extension warrants (in Shares) | 1,414,480 | ||
SolarMax [Member] | Promissory Notes [Member] | Subsequent Event [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Aggregate principal amount | $ 212,022 | ||
Sponsor [Member] | SolarMax [Member] | Subsequent Event [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Aggregate principal amount | $ 76,826 | $ 155,232 |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) (Restated) (Details) - shares | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 |
Previously Reported [Member] | ||||||
Quarterly Financial Data (Unaudited) (Restated) (Details) [Line Items] | ||||||
Ordinary shares subject to possible redemption excluded shares | 264,008 | 276,676 | 10,364,762 | 10,586,284 | 10,585,569 | 10,593,284 |
Revision of Prior Period, Reclassification, Adjustment [Member] | ||||||
Quarterly Financial Data (Unaudited) (Restated) (Details) [Line Items] | ||||||
Ordinary shares subject to possible redemption excluded shares | 217,866 | 228,484 | 10,315,581 | 10,532,581 | 10,529,597 | 10,535,331 |
Quarterly Financial Data (Una_4
Quarterly Financial Data (Unaudited) (Restated) (Details) - Schedule of balance sheets - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
As Previously Reported [Member] | ||||||||
Assets | ||||||||
Cash | $ 1,595 | $ 9,289 | $ 11,178 | $ 477,154 | $ 1,237,095 | $ 165,890 | $ 296,759 | $ 452,409 |
Prepaid assets | 19,385 | 36,010 | 48,625 | 1,651 | 7,415 | |||
Total Current Assets | 20,980 | 45,299 | 59,803 | 1,237,095 | 167,541 | 304,174 | ||
Cash and investments held in Trust Account | 15,174,028 | 14,993,648 | 120,728,495 | 117,324,145 | 116,706,912 | 116,012,861 | ||
Total Assets | 15,195,008 | 15,038,947 | 120,788,298 | 118,561,240 | 116,874,453 | 116,317,035 | ||
Liabilities and Shareholders’ Equity | ||||||||
Accounts payable and accrued expenses | 187,604 | 156,574 | 105,043 | 5,675 | 4,272 | 4,069 | ||
Due to related party | 205,000 | 100,005 | ||||||
Promissory notes | 1,868,800 | 1,748,800 | 1,648,800 | 1,148,800 | ||||
Promissory note - related party | 1,080,000 | 1,080,000 | 1,080,000 | 300,000 | 300,000 | 300,000 | ||
Total Current Liabilities | 3,341,404 | 3,085,379 | 2,833,843 | 1,454,475 | 304,272 | 304,069 | ||
Warrants liabilities | ||||||||
Deferred underwriting compensation | 4,020,797 | 4,020,797 | 4,020,797 | 4,020,797 | 4,020,797 | 4,020,797 | ||
Total Liabilities | 7,362,201 | 7,106,176 | 6,854,640 | 5,475,272 | 4,325,069 | 4,324,866 | ||
Commitments and Contingencies | ||||||||
Ordinary shares subject to possible redemption, value | 2,832,801 | 2,932,762 | 108,933,649 | 108,085,960 | 107,549,381 | 106,992,168 | ||
Shareholders’ Equity: | ||||||||
Preference shares value | ||||||||
Ordinary shares value | 2,403,530 | 2,303,569 | 2,181,800 | 3,029,489 | 3,566,068 | 4,123,281 | ||
Retained earnings | 2,596,476 | 2,696,440 | 2,818,209 | 1,970,519 | 1,433,935 | 876,720 | ||
Total Shareholders’ Equity | 5,000,006 | 5,000,009 | 5,000,009 | 5,000,008 | 5,000,003 | 5,000,001 | ||
Total Liabilities and Shareholders’ Equity | 15,195,008 | 15,038,947 | 120,788,298 | 118,561,240 | 116,874,453 | 116,317,035 | ||
Adjustments [Member] | ||||||||
Assets | ||||||||
Cash | ||||||||
Prepaid assets | ||||||||
Total Current Assets | ||||||||
Cash and investments held in Trust Account | ||||||||
Total Assets | ||||||||
Liabilities and Shareholders’ Equity | ||||||||
Accounts payable and accrued expenses | ||||||||
Due to related party | ||||||||
Promissory notes | ||||||||
Promissory note - related party | ||||||||
Total Current Liabilities | ||||||||
Warrants liabilities | 495,105 | 510,839 | 516,901 | 548,309 | 568,672 | 585,321 | ||
Deferred underwriting compensation | ||||||||
Total Liabilities | 495,105 | 510,839 | 516,901 | 548,309 | 568,672 | 585,321 | ||
Commitments and Contingencies | ||||||||
Ordinary shares subject to possible redemption, value | (495,103) | (510,833) | (516,894) | (548,309) | (568,677) | (585,326) | ||
Shareholders’ Equity: | ||||||||
Preference shares value | ||||||||
Ordinary shares value | (170,469) | (154,739) | (148,678) | (117,263) | (96,895) | (80,246) | ||
Retained earnings | 170,467 | 154,733 | 148,671 | 117,263 | 96,900 | 80,251 | ||
Total Shareholders’ Equity | (2) | (6) | (7) | 5 | 5 | |||
Total Liabilities and Shareholders’ Equity | ||||||||
As Restated [Member] | ||||||||
Assets | ||||||||
Cash | 1,595 | 9,289 | 11,178 | $ 477,154 | 1,237,095 | 165,890 | 296,759 | $ 452,409 |
Prepaid assets | 19,385 | 36,010 | 48,625 | 1,651 | 7,415 | |||
Total Current Assets | 20,980 | 45,299 | 59,803 | 1,237,095 | 167,541 | 304,174 | ||
Cash and investments held in Trust Account | 15,174,028 | 14,993,648 | 120,728,495 | 117,324,145 | 116,706,912 | 116,012,861 | ||
Total Assets | 15,195,008 | 15,038,947 | 120,788,298 | 118,561,240 | 116,874,453 | 116,317,035 | ||
Liabilities and Shareholders’ Equity | ||||||||
Accounts payable and accrued expenses | 187,604 | 156,574 | 105,043 | 5,675 | 4,272 | 4,069 | ||
Due to related party | 205,000 | 100,005 | ||||||
Promissory notes | 1,868,800 | 1,748,800 | 1,648,800 | 1,148,800 | ||||
Promissory note - related party | 1,080,000 | 1,080,000 | 1,080,000 | 300,000 | 300,000 | 300,000 | ||
Total Current Liabilities | 3,341,404 | 3,085,379 | 2,833,843 | 1,454,475 | 304,272 | 304,069 | ||
Warrants liabilities | 495,105 | 510,839 | 516,901 | 548,309 | 568,672 | 585,321 | ||
Deferred underwriting compensation | 4,020,797 | 4,020,797 | 4,020,797 | 4,020,797 | 4,020,797 | 4,020,797 | ||
Total Liabilities | 7,857,306 | 7,617,015 | 7,371,541 | 6,023,581 | 4,893,741 | 4,910,187 | ||
Commitments and Contingencies | ||||||||
Ordinary shares subject to possible redemption, value | 2,337,698 | 2,421,929 | 108,416,755 | 107,537,651 | 106,980,704 | 106,406,842 | ||
Shareholders’ Equity: | ||||||||
Preference shares value | ||||||||
Ordinary shares value | 2,233,061 | 2,148,830 | 2,033,122 | 2,912,226 | 3,469,173 | 4,043,035 | ||
Retained earnings | 2,766,943 | 2,851,173 | 2,966,880 | 2,087,782 | 1,530,835 | 956,971 | ||
Total Shareholders’ Equity | 5,000,004 | 5,000,003 | 5,000,002 | 5,000,008 | 5,000,008 | 5,000,006 | ||
Total Liabilities and Shareholders’ Equity | $ 15,195,008 | $ 15,038,947 | $ 120,788,298 | $ 118,561,240 | $ 116,874,453 | $ 116,317,035 |
Quarterly Financial Data (Una_5
Quarterly Financial Data (Unaudited) (Restated) (Details) - Schedule of balance sheets (Parentheticals) - $ / shares | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 |
As Previously Reported [Member] | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Ordinary shares subject to possible redemption, shares | 264,008 | 276,676 | 10,364,762 | 10,586,284 | 10,585,569 | 10,593,284 |
Conversion value per share (in Dollars per share) | $ 10.73 | $ 10.60 | $ 10.51 | $ 10.21 | $ 10.16 | $ 10.10 |
Preferred shares, par value (in Dollars per share) | $ 0 | |||||
Preferred shares, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 |
Preferred shares, shares issued | ||||||
Preferred shares, shares outstanding | ||||||
Ordinary stock par value (in Dollars per share) | ||||||
Ordinary stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 |
Ordinary stock, shares issued | 4,352,230 | 4,339,562 | 4,324,988 | 4,103,466 | 4,104,181 | 4,096,466 |
Ordinary stock, shares outstanding | 4,352,230 | 4,339,562 | 4,324,988 | 4,103,466 | 4,104,181 | 4,096,466 |
As Restated [Member] | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Ordinary shares subject to possible redemption, shares | 217,866 | 228,484 | 10,315,581 | 10,532,581 | 10,529,597 | 10,535,331 |
Conversion value per share (in Dollars per share) | $ 10.73 | $ 10.60 | $ 10.51 | $ 10.21 | $ 10.16 | $ 10.10 |
Preferred shares, par value (in Dollars per share) | $ 0 | |||||
Preferred shares, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 |
Preferred shares, shares issued | ||||||
Preferred shares, shares outstanding | ||||||
Ordinary stock par value (in Dollars per share) | ||||||
Ordinary stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 |
Ordinary stock, shares issued | 4,398,372 | 4,387,754 | 4,374,169 | 4,157,169 | 4,160,153 | 4,154,419 |
Ordinary stock, shares outstanding | 4,398,372 | 4,387,754 | 4,374,169 | 4,157,169 | 4,160,153 | 4,154,419 |
Quarterly Financial Data (Una_6
Quarterly Financial Data (Unaudited) (Restated) (Details) - Schedule of statements of operations - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||||||||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |||||||||||
As Previously Reported [Member] | ||||||||||||||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||||||||||||||
Operating costs | $ 100,347 | $ 146,045 | $ 149,055 | $ 80,795 | $ 137,145 | $ 153,741 | $ 295,100 | $ 290,886 | $ 395,447 | $ 371,681 | ||||||||||
Loss from operations | (100,347) | (146,045) | (149,055) | (80,795) | (137,145) | (153,741) | (295,100) | (290,886) | (395,447) | (371,681) | ||||||||||
Other income: | ||||||||||||||||||||
Interest income - bank | 3 | 5 | 827 | 146 | 309 | 143 | 832 | 452 | 835 | 598 | ||||||||||
Interest income | 380 | 24,271 | 534,368 | 617,233 | 694,051 | 688,610 | 558,639 | 1,382,661 | 559,019 | 1,999,894 | ||||||||||
Change in fair value of warrant liabilities | ||||||||||||||||||||
Total other income | 383 | 24,276 | 535,195 | 617,379 | 694,360 | 688,753 | 559,471 | 1,383,113 | 559,854 | 2,000,492 | ||||||||||
Net (loss) income | (99,964) | (121,769) | 386,140 | 536,584 | 557,215 | 535,012 | 264,371 | 1,092,227 | 164,407 | 1,628,811 | ||||||||||
Less: income attributable to ordinary shares subject to possible redemption | (71) | (4,747) | (482,107) | (568,780) | (639,499) | (634,967) | (109,270) | (1,273,984) | (104,313) | (1,842,902) | ||||||||||
Adjusted net (loss) income | $ (100,035) | $ (126,516) | $ (95,967) | $ (32,196) | $ (82,284) | $ (99,955) | $ 155,101 | $ (181,757) | $ 60,094 | $ (214,091) | ||||||||||
Basic and diluted weighted average shares outstanding (in Shares) | 4,339,562 | [1] | 4,324,988 | [2] | 4,212,191 | [3] | 4,104,181 | [4] | 4,104,181 | [5] | 4,086,448 | [6] | 4,268,590 | [2] | 4,091,485 | [5] | 4,292,420 | [1] | 4,095,763 | [4] |
Adjusted basic and diluted net (loss) income per ordinary share (in Dollars per share) | $ (0.02) | $ 0.01 | ||||||||||||||||||
Adjusted basic and diluted net loss per ordinary share (in Dollars per share) | $ (0.03) | $ (0.02) | $ (0.01) | $ (0.02) | $ (0.02) | $ 0.04 | $ (0.04) | $ (0.05) | ||||||||||||
Adjustments [Member] | ||||||||||||||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||||||||||||||
Operating costs | ||||||||||||||||||||
Loss from operations | ||||||||||||||||||||
Other income: | ||||||||||||||||||||
Interest income - bank | ||||||||||||||||||||
Interest income | ||||||||||||||||||||
Change in fair value of warrant liabilities | 15,734 | 6,062 | 16,418 | 20,363 | 16,649 | 25,857 | 22,480 | 42,506 | 38,214 | 62,869 | ||||||||||
Total other income | 15,734 | 6,062 | 16,418 | 20,363 | 16,649 | 25,857 | 22,480 | 42,506 | 38,214 | 62,869 | ||||||||||
Net (loss) income | 15,734 | 6,062 | 16,418 | 20,363 | 16,649 | 25,857 | 22,480 | 42,506 | 38,214 | 62,869 | ||||||||||
Less: income attributable to ordinary shares subject to possible redemption | 12 | 827 | 2,298 | 2,901 | 3,332 | 3,443 | 19,050 | 6,637 | 18,224 | 9,399 | ||||||||||
Adjusted net (loss) income | $ 15,746 | $ 6,889 | $ 18,716 | $ 23,264 | $ 19,981 | $ 29,300 | $ 41,530 | $ 49,143 | $ 56,438 | $ 72,268 | ||||||||||
Basic and diluted weighted average shares outstanding (in Shares) | 48,192 | [1] | 49,181 | [2] | 51,479 | [3] | 55,972 | [4] | 50,238 | [5] | 60,874 | [6] | 50,330 | [2] | 59,405 | [5] | 48,465 | [1] | 57,758 | [4] |
Adjusted basic and diluted net (loss) income per ordinary share (in Dollars per share) | $ 0 | $ 0.02 | ||||||||||||||||||
Adjusted basic and diluted net loss per ordinary share (in Dollars per share) | $ 0 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.02 | ||||||||||||||
As Restated [Member] | ||||||||||||||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||||||||||||||
Operating costs | $ 100,347 | $ 146,045 | $ 149,055 | $ 80,795 | $ 137,145 | $ 153,741 | $ 295,100 | $ 290,886 | $ 395,447 | $ 371,681 | ||||||||||
Loss from operations | (100,347) | (146,045) | (149,055) | (80,795) | (137,145) | (153,741) | (295,100) | (290,886) | (395,447) | (371,681) | ||||||||||
Other income: | ||||||||||||||||||||
Interest income - bank | 3 | 5 | 827 | 146 | 309 | 143 | 832 | 452 | 835 | 598 | ||||||||||
Interest income | 380 | 24,271 | 534,368 | 617,233 | 694,051 | 688,610 | 558,639 | 1,382,661 | 559,019 | 1,999,894 | ||||||||||
Change in fair value of warrant liabilities | 15,734 | 6,062 | 16,418 | 20,363 | 16,649 | 25,857 | 22,480 | 42,506 | 38,214 | 62,869 | ||||||||||
Total other income | 16,117 | 30,338 | 551,613 | 637,742 | 711,009 | 714,610 | 581,951 | 1,425,619 | 598,068 | 2,063,361 | ||||||||||
Net (loss) income | (84,230) | (115,707) | 402,558 | 556,947 | 573,864 | 560,869 | 286,851 | 1,134,733 | 202,621 | 1,691,680 | ||||||||||
Less: income attributable to ordinary shares subject to possible redemption | (59) | (3,920) | (479,809) | (565,879) | (636,167) | (631,524) | (90,220) | (1,267,347) | (86,089) | (1,833,503) | ||||||||||
Adjusted net (loss) income | $ (84,289) | $ (119,627) | $ (77,251) | $ (8,932) | $ (62,303) | $ (70,655) | $ 196,631 | $ (132,614) | $ 116,532 | $ (141,823) | ||||||||||
Basic and diluted weighted average shares outstanding (in Shares) | 4,387,754 | [1] | 4,374,169 | [2] | 4,263,670 | [3] | 4,160,153 | [4] | 4,154,419 | [5] | 4,147,322 | [6] | 4,318,920 | [2] | 4,150,890 | [5] | 4,340,885 | [1] | 4,153,521 | [4] |
Adjusted basic and diluted net (loss) income per ordinary share (in Dollars per share) | $ (0.02) | $ 0.03 | ||||||||||||||||||
Adjusted basic and diluted net loss per ordinary share (in Dollars per share) | $ (0.03) | $ (0.02) | $ 0 | $ (0.01) | $ (0.02) | $ 0.05 | $ (0.03) | $ (0.03) | ||||||||||||
[1] | Excludes an aggregate of up to 264,008 and 217,866 ordinary shares subject to possible redemption as previously reported and as restated, respectively, at September 30, 2020. | |||||||||||||||||||
[2] | Excludes an aggregate of up to 276,676 and 228,484 ordinary shares subject to possible redemption as previously reported and as restated, respectively, at June 30, 2020. | |||||||||||||||||||
[3] | Excludes an aggregate of up to 10,364,762 and 10,315,581 ordinary shares subject to possible redemption as previously reported and as restated, respectively, at March 31, 2020. | |||||||||||||||||||
[4] | Excludes an aggregate of up to 10,586,284 and 10,532,581 ordinary shares subject to possible redemption as previously reported and as restated, respectively, at September 30, 2019. | |||||||||||||||||||
[5] | Excludes an aggregate of up to 10,585,569 and 10,529,597 ordinary shares subject to possible redemption as previously reported and as restated, respectively, at June 30, 2019. | |||||||||||||||||||
[6] | Excludes an aggregate of up to 10,593,284 and 10,535,331 ordinary shares subject to possible redemption as previously reported and as restated, respectively, at March 31, 2019. |
Quarterly Financial Data (Una_7
Quarterly Financial Data (Unaudited) (Restated) (Details) - Schedule of statements of cash flows - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
As Previously Reported [Member] | |||||||||||
Cash Flows from Operating Activities: | |||||||||||
Net income | $ (99,964) | $ (121,769) | $ 386,140 | $ 536,584 | $ 557,215 | $ 535,012 | $ 264,371 | $ 1,092,227 | $ 164,407 | $ 1,628,811 | |
Changes in current assets and current liabilities: | |||||||||||
Prepaid assets | (40,292) | 6,347 | (27,677) | 12,111 | (11,052) | 13,762 | |||||
Accounts payable and accrued expense | 91,344 | (6,020) | 142,875 | (5,817) | 173,905 | (4,414) | |||||
Due to related parties | (2,379) | 100,005 | (2,379) | 205,000 | (2,379) | ||||||
Net Cash Used in Operating Activities | (97,176) | (155,650) | (79,065) | (286,519) | (26,759) | (364,114) | |||||
Interest earned on investment held in Trust Account | (534,368) | (688,610) | (558,639) | (1,382,661) | (559,019) | (1,999,894) | |||||
Change in fair value of warrant liabilities | |||||||||||
Cash Flows from Investing Activities: | |||||||||||
Purchase of investment held in Trust Account | (1,148,800) | (1,268,800) | (1,448,800) | ||||||||
Net Cash Provided by Investing Activities | (1,148,800) | 104,610,318 | 104,430,318 | ||||||||
Cash withdrawn from Trust Account to pay redeeming shareholders | 105,879,118 | 105,879,118 | |||||||||
Cash Flows from Financing Activities: | |||||||||||
Redemption of ordinary shares | (105,879,118) | (105,879,118) | |||||||||
Cash Flows from Financing Activities: | |||||||||||
Proceeds from promissory note – related party | 780,000 | 780,000 | 780,000 | ||||||||
Cash Flows from Financing Activities: | |||||||||||
Proceeds from promissory note | 100,000 | 220,000 | 1,148,800 | ||||||||
Net Cash Provided by Financing Activities | 780,000 | (104,999,118) | (104,879,118) | 1,148,800 | |||||||
Net increase (decrease) in Cash | (465,976) | (155,650) | (467,865) | (286,519) | (475,559) | 784,686 | |||||
Cash – Beginning of the period | 9,289 | 11,178 | 477,154 | 165,890 | 296,759 | 452,409 | 477,154 | 452,409 | 477,154 | 452,409 | $ 452,409 |
Cash – Ending of period | 1,595 | 9,289 | 11,178 | 1,237,095 | 165,890 | 296,759 | 9,289 | 165,890 | 1,595 | 1,237,095 | 477,154 |
Supplemental Disclosure of Non-cash Financing Activities: | |||||||||||
Change in value of ordinary shares subject to possible redemption | 386,139 | 535,015 | 264,370 | 1,092,228 | 164,409 | 1,628,807 | |||||
Adjustments [Member] | |||||||||||
Cash Flows from Operating Activities: | |||||||||||
Net income | 15,734 | 6,062 | 16,418 | 20,363 | 16,649 | 25,857 | 22,480 | 42,506 | 38,214 | 62,869 | |
Changes in current assets and current liabilities: | |||||||||||
Prepaid assets | |||||||||||
Accounts payable and accrued expense | |||||||||||
Due to related parties | |||||||||||
Net Cash Used in Operating Activities | |||||||||||
Interest earned on investment held in Trust Account | |||||||||||
Change in fair value of warrant liabilities | (16,418) | (25,857) | (22,480) | (42,506) | (38,214) | (62,869) | |||||
Cash Flows from Investing Activities: | |||||||||||
Purchase of investment held in Trust Account | |||||||||||
Net Cash Provided by Investing Activities | |||||||||||
Cash withdrawn from Trust Account to pay redeeming shareholders | |||||||||||
Cash Flows from Financing Activities: | |||||||||||
Redemption of ordinary shares | |||||||||||
Cash Flows from Financing Activities: | |||||||||||
Proceeds from promissory note – related party | |||||||||||
Cash Flows from Financing Activities: | |||||||||||
Proceeds from promissory note | |||||||||||
Net Cash Provided by Financing Activities | |||||||||||
Net increase (decrease) in Cash | |||||||||||
Cash – Beginning of the period | |||||||||||
Cash – Ending of period | |||||||||||
Supplemental Disclosure of Non-cash Financing Activities: | |||||||||||
Change in value of ordinary shares subject to possible redemption | 16,427 | 25,851 | 22,488 | 42,500 | 38,218 | 62,868 | |||||
Restated [Member] | |||||||||||
Cash Flows from Operating Activities: | |||||||||||
Net income | (84,230) | (115,707) | 402,558 | 556,947 | 573,864 | 560,869 | 286,851 | 1,134,733 | 202,621 | 1,691,680 | |
Changes in current assets and current liabilities: | |||||||||||
Prepaid assets | (40,292) | 6,347 | (27,677) | 12,111 | (11,052) | 13,762 | |||||
Accounts payable and accrued expense | 91,344 | (6,020) | 142,875 | (5,817) | 173,905 | (4,414) | |||||
Due to related parties | (2,379) | 100,005 | (2,379) | 205,000 | (2,379) | ||||||
Net Cash Used in Operating Activities | (97,176) | (155,650) | (79,065) | (286,519) | (26,759) | (364,114) | |||||
Interest earned on investment held in Trust Account | (534,368) | (688,610) | (558,639) | (1,382,661) | (559,019) | (1,999,894) | |||||
Change in fair value of warrant liabilities | (16,418) | (25,857) | (22,480) | (42,506) | (38,214) | (62,869) | |||||
Cash Flows from Investing Activities: | |||||||||||
Purchase of investment held in Trust Account | (1,148,800) | (1,268,800) | (1,448,800) | ||||||||
Net Cash Provided by Investing Activities | (1,148,800) | 104,610,318 | 104,430,318 | ||||||||
Cash withdrawn from Trust Account to pay redeeming shareholders | 105,879,118 | 105,879,118 | |||||||||
Cash Flows from Financing Activities: | |||||||||||
Redemption of ordinary shares | (105,879,118) | (105,879,118) | |||||||||
Cash Flows from Financing Activities: | |||||||||||
Proceeds from promissory note – related party | 780,000 | 780,000 | 780,000 | ||||||||
Cash Flows from Financing Activities: | |||||||||||
Proceeds from promissory note | 100,000 | 220,000 | 1,148,800 | ||||||||
Net Cash Provided by Financing Activities | 780,000 | (104,999,118) | (104,879,118) | 1,148,800 | |||||||
Net increase (decrease) in Cash | (465,976) | (155,650) | (467,865) | (286,519) | (475,559) | 784,686 | |||||
Cash – Beginning of the period | 9,289 | 11,178 | 477,154 | 165,890 | 296,759 | 452,409 | 477,154 | 452,409 | 477,154 | 452,409 | 452,409 |
Cash – Ending of period | $ 1,595 | $ 9,289 | 11,178 | $ 1,237,095 | $ 165,890 | 296,759 | 9,289 | 165,890 | 1,595 | 1,237,095 | $ 477,154 |
Supplemental Disclosure of Non-cash Financing Activities: | |||||||||||
Change in value of ordinary shares subject to possible redemption | $ 402,566 | $ 560,866 | $ 286,858 | $ 1,134,728 | $ 202,627 | $ 1,691,675 |