Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 17, 2021 | Jun. 30, 2020 | |
Document Information Line Items | |||
Entity Registrant Name | Tuscan Holdings Corp. II | ||
Document Type | 10-K/A | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 19,488,403 | ||
Entity Public Float | $ 173,362,500 | ||
Amendment Flag | true | ||
Amendment Description | Tuscan Holdings II Corp. (the “Company,”
“we”, “our” or “us”) is filing this Amendment No. 2 to the Annual Report on Form 10-K/A, which amends the Annual Report on Form 10-K/A for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission (the SEC”) on June 28, 2021, or the “First Amended Filing,” to restate our financial statements as of and for the periods ended July 16, 2019, September 30, 2019, December 31, 2019, March 31, 2020, June 30, 2020, September 30, 2020, and December 31, 2020 included in the Company’s annual report on Form 10-K filed with the SEC on March 19, 2021 (collectively, the “Original Financial Statements”).The Company has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable common stock, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering (the “Initial Public Offering”) on July 16, 2019. Historically, a portion of the Public Shares were classified as permanent equity to maintain stockholders’ equity greater than $5 million on the basis that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Company’s amended and restated certificate of incorporation (the “Charter”). Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary equity regardless of the net tangible assets redemption limitation contained in the Charter. In addition, in connection with the change in presentation for the Public Shares, the Company determined it should restate its earnings per share calculation to allocate income and losses to a single class of common stock, regardless if the common stock has redemption features. This presentation contemplates a business combination as the most likely outcome, in which case, common stock shares the full amount of income (loss) of the Company.On November 22, 2021, the Audit Committee of the Board of Directors of the Company (the “Audit Committee”) concluded, after discussion with the Company’s management, that the Company’s previously issued quarterly reports on Form 10-Q for the quarters ended September 30, 2019, March 31, 2020, June 30, 2020, September 30, 2020, March 31, 2021 and June 30, 2021, the Company’s Annual Report on Form 10-K for the years ended December 31, 2019 and 2020 and the audited balance sheet as of July 16, 2019 (the date the Company consummated its initial public offering), included in Exhibit 99.1 to the Company’s Current Report of Form 8-K filed on July 22, 2019 (collectively, the “Affected Periods”) should no longer be relied upon. As such, the Company will restate its financial statements for the Affected Periods. The financial statements for the period from March 5, 2019 (inception) through September 30, 2019, for the period from March 5, 2019 (inception) through December 31, 2019, and the periods ended March 31, 2020, June 30, 2020, September 30, 2020, and December 31, 2020 are being restated in this Amendment No. 2.The restatement does not have an impact on the Company’s cash position.The Company’s management has concluded that a material weakness remains in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness is described in more detail in Item 9 of this report.We are filing this Amendment No. 2 to amend and restate the First Amended Filing on the Form 10-K/A with modification as necessary to reflect the restatements. The following items have been amended to reflect the restatements:Part I, Item 1A. Risk FactorsPart II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsPart II, Item 9A. Controls and ProceduresPart II, Item 15. Financial Statements and Supplementary DataIn addition, (i) we have revised the disclosure in this Amendment No. 2 to remove David Dickstein from the disclosure as he passed away following the First Amended Filing and (ii) the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing in connection with this Amendment No. 2 (Exhibits 31.1, 31.2, 32.1 and 32.2).Except as described above, no other information included in the Annual Report on Form 10-K of Tuscan Holdings II Corp., as of and for the period ended December 31, 2020, as filed with the SEC on March 19, 2021 (the “Original Filing”) or the First Amended Filing is being amended or updated by this Amendment No. 2 and, other than as described herein, this Amendment No. 2 does not purport to reflect any information or events subsequent to the Original Filing or the First Amended Filing. We have not amended our previously filed Quarterly Reports on Form 10-Q for the periods affected by the restatement or the Current Report on Form 8-K. This Amendment No. 2 continues to describe the conditions as of the date of the Original Filing or the First Amended Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Filing or the First Amended Filing. Accordingly, this Amendment No. 2 should be read in conjunction with the Original Filing and the First Amended Filing and with our filings with the SEC subsequent to the Original Filing. | ||
Entity Central Index Key | 0001773087 | ||
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 | ||
Entity File Number | 001-38970 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Interactive Data Current | Yes |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash | $ 515,524 | $ 419,303 |
Prepaid income taxes | 34,456 | |
Other receivable – related party | 22,195 | |
Prepaid expenses and other current assets | 26,500 | 92,824 |
Total Current Assets | 564,219 | 546,583 |
Cash and marketable securities held in Trust Account | 174,550,466 | 173,824,264 |
TOTAL ASSETS | 175,114,685 | 174,370,847 |
Current liabilities | ||
Accounts payable and accrued expenses | 163,910 | 148,839 |
Income taxes payable | 132,220 | |
Total Current Liabilities | 296,130 | 148,839 |
Warrant liabilities | 3,865,313 | 2,418,938 |
Deferred tax liability | 1,282 | 7,682 |
TOTAL LIABILITIES | 4,162,725 | 2,575,459 |
Commitments | ||
Common stock subject to possible redemption, 17,250,000 shares at redemption value at December 31, 2020 and 2019 | 174,281,305 | 173,690,176 |
Stockholders’ Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.0001 par value; 50,000,000 shares authorized; 4,737,500 shares issued and outstanding (excluding 17,250,000 shares subject to possible redemption) at December 31, 2020 and 2019 | 474 | 474 |
Additional paid-in capital | ||
Accumulated deficit | (3,329,819) | (1,895,262) |
Total Stockholders’ Deficit | (3,329,345) | (1,894,788) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 175,114,685 | $ 174,370,847 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock subject to possible redemption shares | 17,250,000 | 17,250,000 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 4,737,500 | 4,737,500 |
Common stock, shares outstanding | 4,737,500 | 4,737,500 |
Statements of Operations
Statements of Operations - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Operating and formation costs | $ 458,616 | $ 619,292 |
Loss from operations | (458,616) | (619,292) |
Other (expense) income: | ||
Change in fair value of warrant liabilities | 324,187 | (1,446,375) |
Transaction costs associated with Initial Public Offering | (8,229) | |
Compensation expense related to warrant liabilities | (249,375) | |
Interest earned on marketable securities held in Trust Account | 1,551,684 | 1,386,880 |
Unrealized (loss) gain on marketable securities held in Trust Account | 36,580 | (4,365) |
Other (expense) income, net | 1,654,847 | (63,860) |
(Loss) Income before provision for income taxes | 1,196,231 | (683,152) |
Provision for income taxes | (237,226) | (160,276) |
Net (loss) income | $ 959,005 | $ (843,428) |
Basic and diluted weighted average shares outstanding, Common Stock (in Shares) | 13,983,663 | 21,987,500 |
Basic and diluted net income (loss) per share, Common Stock (in Dollars per share) | $ 0.07 | $ (0.04) |
Statements of Changes In Stockh
Statements of Changes In Stockholders’ Deficit - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Mar. 04, 2019 | ||||
Balance (in Shares) at Mar. 04, 2019 | ||||
Balance at Mar. 04, 2019 | ||||
Balance (in Shares) at Mar. 04, 2019 | ||||
Balance at Dec. 31, 2019 | $ 474 | (1,895,262) | (1,894,788) | |
Balance (in Shares) at Dec. 31, 2019 | 4,737,500 | |||
Issuance of common stock to Sponsor | $ 431 | 24,569 | 25,000 | |
Issuance of common stock to Sponsor (in Shares) | 4,312,500 | |||
Issuance of Representative Shares | $ 19 | 1,075 | 1,094 | |
Issuance of Representative Shares (in Shares) | 187,500 | |||
Initial fair value of Public Warrants | 8,786,250 | 8,786,250 | ||
Allocated value of transaction costs to Public and Private Warrants | (208,896) | (208,896) | ||
Sale of 237,500 Private Units | $ 24 | 2,264,455 | 2,264,479 | |
Sale of 237,500 Private Units (in Shares) | 237,500 | |||
Initial measurement adjustment to amount subject to redemption | (10,867,453) | (1,664,091) | (12,531,544) | |
Remeasurement adjustment to amount subject to redemption | (1,190,176) | (1,190,176) | ||
Net Income (loss) | 959,005 | 959,005 | ||
Balance at Dec. 31, 2020 | $ 474 | (3,329,819) | (3,329,345) | |
Balance (in Shares) at Dec. 31, 2020 | 4,737,500 | |||
Remeasurement adjustment to amount subject to redemption | (591,129) | (591,129) | ||
Net Income (loss) | $ (843,428) | $ (843,428) |
Statements of Changes In Stoc_2
Statements of Changes In Stockholders’ Deficit (Parentheticals) | 10 Months Ended |
Dec. 31, 2019shares | |
Statement of Stockholders' Equity [Abstract] | |
Sale of Private Units | 237,500 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net (loss) income | $ 959,005 | $ (843,428) |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Change in fair value of warrant liabilities | (324,187) | 1,446,375 |
Transaction costs associated with Initial Public Offering | 8,229 | |
Compensation expense related to warrant liabilities | 249,375 | |
Interest earned on marketable securities held in Trust Account | (1,551,684) | (1,386,880) |
Unrealized loss (gain) on marketable securities held in Trust Account | (36,580) | 4,365 |
Deferred tax (benefit) provision | 7,682 | (6,400) |
Changes in operating assets and liabilities: | ||
Other receivable | (22,195) | |
Prepaid expenses and other current assets | (92,808) | 66,324 |
Prepaid income taxes | (34,456) | 34,456 |
Accounts payable and accrued expenses | 148,839 | 15,071 |
Income taxes payable | 132,220 | |
Net cash used in operating activities | (666,585) | (560,092) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (172,500,000) | |
Cash withdrawn for working capital purposes | 250,000 | |
Cash withdrawn to pay income taxes | 264,000 | 406,313 |
Net cash provided by (used in) investing activities | (172,236,000) | 656,313 |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 169,050,000 | |
Proceeds from sale of Private Units | 2,375,000 | |
Proceeds from sale of Private Warrants | 2,375,000 | |
Advances from related party | 45,897 | |
Repayment of advances from related party | (45,897) | |
Proceeds from promissory note - related party | 150,000 | |
Repayment of promissory note - related party | (150,000) | |
Payment of offering costs | (478,112) | |
Net cash provided by financing activities | 173,321,888 | |
Net Change in Cash | 419,303 | 96,221 |
Cash – Beginning of period | 419,303 | |
Cash – End of period | 419,303 | 515,524 |
Non-Cash investing and financing activities: | ||
Initial classification of common stock subject to possible redemption | 172,500,000 | |
Remeasurement adjustment of common stock subject to possible redemption | 1,190,176 | 591,129 |
Issuance of Representative Shares | 1,094 | |
Offering costs paid directly by Sponsor from proceeds from issuance of common stock to Sponsor | $ 25,000 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | Tuscan Holdings Corp. II (the “Company”) was incorporated in Delaware on March 5, 2019. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity through December 31, 2020 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, and, after the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on July 11, 2019. On July 16, 2019, the Company consummated the Initial Public Offering of 15,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $150,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 215,000 units (the “Private Units”) at a price of $10.00 per Private Unit and the sale of 2,150,000 warrants (the “Private Warrants” and, together with the Private Units, the “Private Securities”) at a price of $1.00 per Private Warrant in a private placement to Tuscan Holdings Acquisition II LLC (the “Sponsor”) and EarlyBirdCapital, Inc. (“EarlyBirdCapital”) and its designee, generating gross proceeds of $4,300,000, which is described in Note 5. Following the closing of the Initial Public Offering on July 16, 2019, an amount of $150,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Securities was placed in a trust account (the “Trust Account”) which were 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 selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. On July 18, 2019, the underwriters exercised their over-allotment option in full, resulting in an additional 2,250,000 Units issued on July 19, 2019 for $22,500,000, less the underwriters’ discount of $450,000. In connection with the underwriters’ exercise of their over-allotment option, the Company also consummated the sale of an additional 22,500 Private Units at $10.00 per Private Unit and the sale of an additional 225,000 Private Warrants at $1.00 per Private Warrant, generating total proceeds of $450,000. A total of $22,500,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $172,500,000. Transaction costs amounted to $3,954,190, consisting of $3,450,000 of underwriting fees and $504,190 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Securities, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income tax obligations and up to $250,000 per 12-month period for working capital requirements). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and EarlyBirdCapital (and its designee) have agreed to vote their Founder Shares (as defined in Note 5), Representative Shares (as defined in Note 7), Private Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination and not to convert any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all. The Sponsor and EarlyBirdCapital (and its designee) have agreed (a) to waive their redemption rights with respect to their Founder Shares, Private Shares and Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares, Representative Shares and Private Shares if the Company fails to consummate a Business Combination, and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect a public stockholders’ ability to convert or sell their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company has until September 30, 2021 to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statements Disclosure [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company concluded it should restate its previously issued financial statements by amending the Amendment No. 1 on Form 10-K/A, filed with the SEC on June 28, 2021, to classify all common stock subject to possible redemption in temporary equity. In accordance with ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its common stock subject to redemption in permanent equity, or total stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Also, in connection with the change in presentation for the common stock subject to possible redemption, the Company also revised its earnings per share calculation to allocate net income (loss) to a single class of common stock, regardless if the common stock has redemption features. This presentation contemplates a Business Combination as the most likely outcome, in which case, common stock shares the full amount of the income (loss) of the Company. As a result, the Company restated its previously filed financial statements to present all redeemable common stock as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. The Company’s previously filed financial statements that contained the error were initially reported in (i) the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, (ii) the Company’s Annual Report on Form 10-K for the annual period ended December 31, 2020, (iii) the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2020, June 30, 2020 and September 30, 2020 and (iv) the Company’s Annual Report on Form 10-K for the annual period ended December 31, 2020, which were previously restated in the Company’s Amendment No. 1 to its Form 10-K as filed with the SEC on June 28, 2021, as well as the Form 10-Qs for the quarterly periods ended March 31, 2021 and June 30, 2021 (the “Affected Periods”). These financial statements restate the Company’s previously issued audited and unaudited financial statements covering the affected periods through December 31, 2020. Refer to Notes 3, 8 and 12, which have been updated to reflect the restatement contained in this Annual Report. The table below summarizes the effects of the restatement on the financial statements for all periods being restated. As Previously Adjustment As Restated Balance Sheet as of September 30, 2019 (unaudited) Common stock subject to possible redemption $ 166,454,354 $ 6,651,987 $ 173,106,341 Common stock $ 538 $ (64 ) $ 474 Additional paid-in capital $ 4,381,491 $ (4,381,491 ) $ — Retained earnings (accumulated deficit) $ 617,976 $ (2,270,432 ) $ (1,652,456 ) Total Stockholders’ Equity (Deficit) $ 5,000,005 $ (6,651,987 ) $ (1,651,982 ) Balance Sheet as of December 31, 2019 Common stock subject to possible redemption $ 166,795,387 $ 6,894,789 $ 173,690,176 Common stock $ 540 $ (66 ) $ 474 Additional paid-in capital $ 4,040,456 $ (4,040,456 ) $ — Retained earnings (accumulated deficit) $ 959,005 $ (2,854,267 ) $ (1,895,262 ) Total Stockholders’ Equity (Deficit) $ 5,000,001 $ (6,894,789 ) $ (1,894,788 ) Balance Sheet as of March 31, 2020 (unaudited) Common stock subject to possible redemption $ 167,536,014 $ 7,057,262 $ 174,593,276 Common stock $ 543 $ (69 ) $ 474 Additional paid-in capital $ 3,299,826 $ (3,299,826 ) $ — Retained earnings (accumulated deficit) $ 1,699,636 $ (3,757,367 ) $ (2,057,731 ) Total Stockholders’ Equity (Deficit) $ 5,000,005 $ (7,057,262 ) $ (2,057,257 ) Balance Sheet as of June 30, 2020 (unaudited) Common stock subject to possible redemption $ 166,727,938 $ 7,745,874 $ 174,473,812 Common stock $ 551 $ (77 ) $ 474 Additional paid-in capital $ 4,107,894 $ (4,107,894 ) $ — Retained earnings (accumulated deficit) $ 891,557 $ (3,637,903 ) $ (2,746,346 ) Total Stockholders’ Equity (Deficit) $ 5,000,002 $ (7,745,874 ) $ (2,745,872 ) Balance Sheet as of September 30, 2020 (unaudited) Common stock subject to possible redemption $ 166,699,730 $ 7,826,912 $ 174,526,642 Common stock $ 551 $ (77 ) $ 474 Additional paid-in capital $ 4,136,102 $ (4,136,102 ) $ — Retained earnings (accumulated deficit) $ 863,349 $ (3,690,733 ) $ (2,827,384 ) Total Stockholders’ Equity (Deficit) $ 5,000,002 $ (7,826,912 ) $ (2,826,910 ) As Previously Adjustment As Restated Balance Sheet as of December 31, 2020 Common stock subject to possible redemption $ 165,951,925 $ 8,329,353 $ 174,281,305 Common stock $ 556 $ (82 ) $ 474 Additional paid-in capital $ 4,883,875 $ (4,883,857 ) $ — Retained earnings (accumulated deficit) $ 115,577 $ (3,445,396 ) $ (3,329,819 ) Total Stockholders’ Equity (Deficit) $ 5,000,008 $ (8,329,353 ) $ (3,329,345 ) Statement of Operations for the period from March 5, 2019 (Inception) Through September 30, 2019 (unaudited) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 16,470,051 (16,470,051 ) — Basic and diluted net income (loss) per share, Common stock subject to possible redemption $ 0.03 $ (0.03 ) $ — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 4,471,333 (4,471,333 ) — Basic and diluted net income (loss) per share, Non-redeemable common stock $ 0.01 $ (0.01 ) $ — Weighted average shares outstanding - common stock — 10,460,443 10,460,443 Basic and Diluted EPS - common stock — 0.06 0.06 Statement of Operations for the period from March 5, 2019 (Inception) Through December 31, 2019 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 15,569,256 (15,569,256 ) — Basic and diluted net income (loss) per share, Common stock subject to possible redemption $ 0.08 $ (0.08 ) $ — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 4,747,958 (4,747,958 ) — Basic and diluted net income (loss) per share, Non-redeemable common stock $ (0.04 ) $ 0.04 $ — Weighted average shares outstanding - common stock — 13,983,663 13,983,663 Basic and Diluted EPS - common stock — 0.07 0.07 Statement of Operations for the Three Months Ended March 31, 2020 (unaudited) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 16,560,963 (16,560,963 ) — Basic and diluted net income (loss) per share, Common stock subject to possible redemption $ 0.06 $ (0.06 ) $ — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 5,401,672 (5,401,672 ) — Basic and diluted net income (loss) per share, Non-redeemable common stock $ (0.03 ) $ (0.03 ) $ — Weighted average shares outstanding - common stock — 21,987,500 21,987,500 Basic and Diluted EPS - common stock — 0.03 0.03 As Previously Adjustment As Restated Statement of Operations for the Six Months Ended June 30, 2020 (unaudited) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 16,526,496 (16,526,496 ) — Basic and diluted net income (loss) per share, Common stock subject to possible redemption $ 0.06 $ (0.06 ) $ — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 5,418,219 (5,418,219 ) — Basic and diluted net income (loss) per share, Non-redeemable common stock $ (0.19 ) $ 0.19 $ — Weighted average shares outstanding - common stock — 21,987,500 21,987,500 Basic and Diluted EPS - common stock — — — Statement of Operations for the Nine Months Ended September 30, 2020 (unaudited) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 16,524,541 (16,524,541 ) — Basic and diluted net income (loss) per share, Common stock subject to possible redemption $ 0.06 $ (0.06 ) $ — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 5,446,794 (5,446,794 ) — Basic and diluted net income (loss) per share, Non-redeemable common stock $ (0.20 ) $ 0.20 $ — Weighted average shares outstanding - common stock — 21,987,500 21,987,500 Basic and Diluted EPS - common stock — — — Statement of Operations for the Year Ended December 31, 2020 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 16,524,541 (16,524,959 ) — Basic and diluted net income (loss) per share, Common stock subject to possible redemption $ 0.05 $ (0.05 ) $ — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 5,462,959 (5,462,595 ) — Basic and diluted net income (loss) per share, Non-redeemable common stock $ (0.29 ) $ 0.29 $ — Weighted average shares outstanding - common stock — 21,987,500 21,987,500 Basic and Diluted EPS - common stock — (0.04 ) (0.04 ) As Previously Adjustment As Restated Statement of Changes in Stockholders’ Deficit for the period from March 5, 2019 (Inception) through September 30, 2019 (unaudited) Sale of 17,250,000 Units, net of underwriting discount and offering costs $ 165,578,405 $ (165,578,405 ) $ — Common stock subject to possible redemption $ (166,795,387 ) $ 166,795,387 $ — Change in value of common stock subject to possible redemption $ 843,435 $ (843,435 ) $ — Initial measurement adjustment of common stock subject to possible redemption $ — $ (12,531,544 ) $ (12,531,544 ) Remeasurement adjustment of common stock subject to possible redemption $ — $ (606,341 ) $ (606,341 ) Initial Fair value of Public Warrants $ — $ 8,786,250 $ 8,786,250 Allocated value of transaction costs to Public and Private warrants $ — $ (208,896 ) $ (208,896 ) Statement of Changes in Stockholders’ Deficit for the period from March 5, 2019 (Inception) through December 31, 2019 Sale of 17,250,000 Units, net of underwriting discount and offering costs $ 165,578,405 $ (165,578,405 ) $ — Common stock subject to possible redemption $ (166,795,387 ) $ 166,795,387 $ — Change in value of common stock subject to possible redemption $ 843,435 $ (843,435 ) $ — Initial measurement adjustment of common stock subject to possible redemption $ — $ (12,531,544 ) $ (12,531,544 ) Remeasurement adjustment of common stock subject to possible redemption $ — $ (1,190,176 ) $ (1,190,176 ) Initial fair value of Public Warrants $ — $ 8,786,250 $ 8,786,250 Allocated value of transaction costs to Public and Private warrants $ — $ (208,896 ) $ (208,896 ) Statement of Changes in Stockholders’ Deficit for the Period Ended March 31, 2020 (unaudited) Remeasurement adjustment of common stock subject to possible redemption $ — $ (903,100 ) $ (903,100 ) Statement of Changes in Stockholders’ Deficit for the Period Ended June 30, 2020 (unaudited) Remeasurement adjustment of common stock subject to possible redemption $ — $ (783,636 ) $ (783,636 ) Statement of Changes in Stockholders’ Deficit for the Period Ended September 30, 2020 (unaudited) Remeasurement adjustment of common stock subject to possible redemption $ — $ (836,466 ) $ (836,466 ) Statement of Changes in Stockholders’ Deficit for the Year Ended December 31, 2020 Change in value of common stock subject to possible redemption $ (843,435 ) $ 843,435 $ — Remeasurement adjustment of common stock subject to possible redemption $ — $ (591,129 ) $ (591,129 ) Statement of Cash Flows for the period from March 5, 2019 (Inception) through September 30, 2019 (unaudited) Initial classification of common stock subject to possible redemption $ 165,578,405 $ 6,921,595 $ 172,500,000 Change in value of common stock subject to possible redemption $ 875,949 $ (875,949 ) $ — Remeasurement adjustment of common stock subject to possible redemption $ — $ 606,341 $ 606,341 Statement of Cash Flows for the period from March 5, 2019 (Inception) through December 31, 2019 Initial classification of common stock subject to possible redemption $ 165,578,405 $ 6,921,595 $ 172,500,000 Change in value of common stock subject to possible redemption $ 1,216,982 $ (1,216,982 ) $ — Remeasurement adjustment of common stock subject to possible redemption $ — $ 1,190,176 $ 1,190,176 Statement of Cash Flows for the Three Months Ended March 31, 2020 (unaudited) Change in value of common stock subject to possible redemption $ 740,627 $ (740,627 ) $ — Remeasurement adjustment of common stock subject to possible redemption $ — $ 903,100 $ 903,100 Statement of Cash Flows for the Six Months Ended June 30, 2020 (unaudited) Change in value of common stock subject to possible redemption $ (67,499 ) $ 67,499 $ — Remeasurement adjustment of common stock subject to possible redemption $ — $ 783,636 $ 783,636 Statement of Cash Flows for the Nine Months Ended September 30, 2020 (unaudited) Change in value of common stock subject to possible redemption $ (95,657 ) $ 95,657 $ — Remeasurement adjustment of common stock subject to possible redemption $ — $ 836,466 $ 836,466 Statement of Cash Flows for the Year Ended December 31, 2020 Change in value of common stock subject to possible redemption $ (843,435 ) $ 843,435 $ — Remeasurement adjustment of common stock subject to possible redemption $ — $ 591,129 $ 591,129 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020 and 2019. Marketable Securities Held in Trust Account At December 31, 2020 and 2019, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. During the year ended December 31, 2020, the Company withdrew $656,313 of interest income from the Trust Account of which $406,313 was withdrawn to pay its franchise and income tax obligations and $250,000 was withdrawn for working capital purposes. During the year ended December 31, 2019, the Company withdrew $514,000 of which $250,000 was withdrawn for working capital purposes and $264,000 was withdrawn to pay its franchise and income tax obligations. Common Stock Subject to Possible Redemption (as Restated) The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes the initial measurement of redemption value immediately as it occurs and remeasures or adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital (to the extent available) and accumulated deficit. The increases and decreases in remeasurement represent changes to temporary equity to reflect changes in redeemable stockholder value. At December 31, 2020, and December 31, 2019, the Common stock subject to possible redemption reflected in the balance sheets is reconciled in the following table: Gross proceeds at IPO date $ 150,000,000 Plus: Gross proceeds at Over-Allotment date 22,500,000 Total gross proceeds 172,500,000 Less: Common stock issuance costs (3,745,294 ) Proceeds allocated to Public Warrants (8,786,250 ) Plus: Initial measurement of carrying value to redemption value 12,531,544 Remeasurement of carrying value to redemption value 1,190,176 Common stock subject to possible redemption as of December 30, 2019 173,690,176 Plus: Remeasurement of carrying value to redemption value 591,129 Common stock subject to possible redemption as of December 30, 2020 $ 174,281,305 Warrant Liability The Company accounts for warrants in accordance with the guidance contained in ASC 815-40-15-7D under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. As the Private Warrants meet the definition of a derivative as contemplated in ASC 815, the Company classifies the Private Warrants as liabilities at their fair value and adjusts the Private Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Warrants for periods where no observable traded price was available were valued using a binomial lattice model. For periods subsequent to the detachment of the Private Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date (see Note 11). Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020 and 2019. 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. On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the “IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. Net Income (Loss) Per Common Share (As Restated) The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company calculates earnings per share by applying net income to a single class of common stock. Accretion associated with the redeemable common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 11,118,750 shares of common stock in the aggregate. As of December 31, 2020 and 2019, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common stock is the same as basic net income (loss) per common stock for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except share amounts): Year Ended December 31, For the Period from March 5, 2019 (Inception) Through December 31, 2020 2019 Basic and diluted net income (loss) per share of common stock Numerator: Net income (loss) $ (843,428 ) $ 959,005 Denominator: Basic and diluted weighted average shares outstanding 21,987,500 13,983,663 Basic and diluted net income (loss) per share of common stock $ (0.04 ) $ 0.07 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Public Offering
Public Offering | 12 Months Ended |
Dec. 31, 2020 | |
Regulated Operations [Abstract] | |
PUBLIC OFFERING | NOTE 4. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 15,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one-half of one warrant (“Public Warrant”). On July 19, 2019, in connection with the underwriters’ exercise of the over-allotment option in full, the Company sold an additional 2,250,000 Units at a price of $10.00 per Unit. Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 7). |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2020 | |
Private Placement Disclosure [Abstract] | |
PRIVATE PLACEMENT | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and EarlyBirdCapital and its designee purchased an aggregate of 215,000 Private Units at a price of $10.00 per Private Unit, and 2,150,000 Private Warrants at a price of $1.00 per Private Warrant for an aggregate purchase price of $4,300,000. The Sponsor purchased 179,638 Private Units and EarlyBirdCapital and its designee purchased an aggregate of 35,362 Private Units. In addition, the Sponsor purchased 1,796,380 Private Warrants and EarlyBirdCapital and its designee purchased an aggregate of 353,620 Private Warrants. On July 19, 2019, in connection with the underwriters’ exercise of the over-allotment option in full, the Sponsor and EarlyBirdCapital and its designee purchased an aggregate of 22,500 additional Private Units, of which 18,800 Private Units were purchased by the Sponsor and 3,700 Private Units were purchased by EarlyBirdCapital and its designee, for an aggregate purchase price of $225,000. In addition, in connection with the underwriters’ exercise of the over-allotment option in full, the Sponsor and EarlyBirdCapital and its designee purchased an aggregate of 225,000 additional Private Warrants, of which 188,000 Private Warrants were purchased by the Sponsor and 37,000 Private Warrants were purchased by EarlyBirdCapital and its designee, for an aggregate purchase price of $225,000. Each Private Unit consists of one share of common stock (“Private Share”) and one-half of one warrant (“Private Warrant”). Each whole Private Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 7). The proceeds from the Private Securities were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Securities will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Securities and all underlying securities will expire worthless. |
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 March 2019, the Sponsor purchased 3,593,750 shares (the “Founder Shares”) of the Company’s common stock for an aggregate price of $25,000. On July 11, 2019, the Company effected a stock dividend of 0.2 share for each share outstanding (the “stock dividend”), resulting in an aggregate of 4,312,500 Founder Shares outstanding. The Founder Shares included an aggregate of up to 562,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over -allotment was not exercised in full or in part, so that the Sponsor would collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering and excluding the Private Units and Representative Shares) (see Note 7). All share and per-share amounts have been retroactively restated to reflect the stock dividend. In connection with the underwriters’ exercise of the over-allotment option in full, 562,500 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until, with respect to 50% of the Founder Shares, the earlier of one year after the consummation of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after a Business Combination and, with respect to the remaining 50% of the Founder Shares, until the one year after the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Other Receivable – Related Party During the year ended December 31, 2020, the Company paid expenses on behalf of an affiliate that were mainly settled during the same period. An aggregate amount of $22,195 was due from this affiliate as of December 31, 2019. Advance from Related Party In July 2019, the Company’s Chief Executive Officer advanced the Company an aggregate of $45,897 to be used for the payment of costs related to the Initial Public Offering. The advances were non-interest bearing, unsecured and due on demand. Advances amounting to $45,897 were repaid as of December 31, 2019. Administrative Support Agreement The Company entered into an agreement whereby, commencing on July 11, 2019, through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. For the year ended December 31, 2020 and for the period from March 5, 2019 (inception) through December 31, 2019, the Company incurred and paid $120,000 and $60,000 in fees for these services, respectively. Promissory Note — Related Party In March 2019, the Company issued an unsecured promissory note to the Company’s Chief Executive Officer (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $150,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2019, (ii) the consummation of the Initial Public Offering or (iii) the date on which the Company determines not to proceed with the Initial Public Offering. Borrowings amounting to $149,000 were repaid as of December 31, 2019. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, or certain of the Company’s officers and directors or their affiliates 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. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $750,000 of such Working Capital Loans may be converted into units of the post Business Combination entity at a price of $10.00 per unit and up to $750,000 of such Working Capital Loans may be converted into warrants of the post Business Combination entity at a price of $1.00 per warrant. The units and warrants would be identical to the Private Units and Private Warrants, respectively. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 7. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on July 11, 2019, the holders of the Founder Shares, Representative Shares, Private Securities, and any units and warrants that may be issued upon conversion of Working Capital Loans (and all underlying securities) will be entitled to registration rights. The holders of the majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the Founder Shares are to be released from escrow. The holders of a majority of the Representative Shares, Private Securities or units and warrants issued in payment of Working Capital Loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time commencing after the Company consummates a Business Combination. Notwithstanding anything to the contrary, EarlyBirdCapital may only make a demand on one occasion and only during the five-year period beginning on the effective date of the Initial Public Offering. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination; provided, however, that EarlyBirdCapital may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Business Combination Marketing Agreement The Company has engaged EarlyBirdCapital as an advisor in connection with a Business Combination to assist the Company in holding meetings with its shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of a Business Combination in an amount equal to $6,037,500 (exclusive of any applicable finders’ fees which might become payable); provided that up to 30% of the fee may be allocated at the Company’s sole discretion to other FINRA members that assist the Company in identifying and consummating a Business Combination. |
Stockholders' Equity (As Restat
Stockholders' Equity (As Restated) | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY (As Restated) | NOTE 8. STOCKHOLDERS’ DEFICIT (As Restated) Preferred Stock Common Stock |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
WARRANTS | NOTE 9. WARRANTS Warrants Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption; ● if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the warrant holders; and ● If, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor, initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of an initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummated an initial Business Combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities. Representative Shares On March 5, 2019, the Company issued to the designees of EarlyBirdCapital 187,500 shares of common stock (after giving effect to the stock dividend on July 11, 2019) (the “Representative Shares”). The Company accounted for the Representative Shares as an offering cost of the Initial Public Offering, with a corresponding credit to stockholders’ equity. The Company estimated the fair value of Representative Shares to be $1,094 based upon the price of the Founder Shares issued to the Sponsor. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110(g) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(g), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 10. INCOME TAX The Company’s net deferred tax liability is as follows: December 31, 2020 2019 Deferred tax liability Unrealized gain on marketable securities $ (1,282 ) $ (7,682 ) Total deferred tax liability (1,282 ) (7,682 ) Valuation Allowance — — Deferred tax liability $ (1,282 ) $ (7,682 ) The income tax provision consists of the following: As of December 31, 2020 2019 Federal Current $ 166,676 $ 229,544 Deferred (6,400 ) 7,682 State and Local Current — — Deferred — — Change in valuation allowance — — Income tax provision $ 160,276 $ 237,226 As of December 31, 2020 and 2019, the Company did not have any of U.S. federal and state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of warrant liabilities (44.5 )% (5.7 )% Transaction costs associated with Initial Public Offering — 0.1 % Compensation expense related to warrant liabilities — 4.4 % State taxes, net of federal tax benefit 0.0 % 0.0 % Income tax provision (23.5 )% 19.8 % The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open to examination by the taxing authorities. The Company considers New York to be a significant state tax jurisdiction. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 11. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and assets 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: Description Level December 31, December 31, Assets: Cash and marketable securities held in Trust Account 1 $ 174,550,466 $ 173,824,264 Liabilities: Warrant Liability – Private Placement Warrants 3 3,865,313 2,418,938 The Private Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. The Private Warrants were initially valued using a binomial lattice, which is considered to be a Level 3 fair value measurement. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. As of issuance on July 16, 2019, the estimated fair value of the Private Warrants was determined using a Binomial Lattice Model and based upon the following significant inputs: Input July 16, 2019 Risk-free interest rate 1.92 % Tine to maturity (years) 6.0 Dividend yield 0.0 % Expected volatility 15.3 % Probability of Acquisition 80.0 % Exercise price $ 11.50 Unit Price $ 10.00 On July 16, 2019, the fair value of the Private Placement Warrants were determined to be $1.10 per warrant for aggregate values of $2.48 million. Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Private Placement Warrants was calculated using a Binomial Lattice Model which is considered a Level 3 measurement. The key inputs into the Binomial Lattice Model for the Private Placement Warrants were as follows at December 31, 2020 and 2019, respectively: Input December 31, December 31, Risk-free interest rate 0.40 % 1.71 % Tine to maturity (years) 5.29 5.54 Dividend yield 0.0 % 0.0 % Expected volatility 23.1 % 15.8 % Probability of Acquisition 70.0 % 80.0 % Exercise price $ 11.50 $ 11.50 Unit Price $ 11.01 $ 9.86 As of December 31, 2020 and 2019, the aggregate values of the Private Placement Warrants were $3.87 million and $2.42 million, respectively. The following table presents the changes in the fair value of warrant liabilities: Private Placement Fair value as of January 1, 2019 $ — Initial measurement on July 16, 2019 (IPO) 2,483,250 Initial measurement on July 19, 2019 (Over allotment) 259,875 Change in fair value (324,187 ) Fair value as of December 31, 2019 2,418,938 Change in fair value 1,446,375 Fair value as of December 31, 2020 $ 3,865,313 Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. The Company had no transfers out of Level 3. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 5, 2021, the Company received a notice from the staff of the Listing Qualifications Department of Nasdaq (the “Staff”) stating that the Company was no longer in compliance with Nasdaq Listing Rule 5620(a) for continued listing due to its failure to hold an annual meeting of stockholders within twelve months of the end of the Company’s fiscal year ended December 31, 2019. In accordance with Nasdaq Listing Rule 5810(c)(2)(G), the Company submitted a plan to regain compliance on February 17, 2021. Nasdaq accepted our plan and granted us an extension through June 29, 2021 to hold an annual meeting. On April 24, 2021, the Company held a stockholder meeting to extend the date by which the Company has to consummate a business combination from April 16, 2021 to September 30, 2021. As part of the meeting, stockholders redeemed 2,558,740 shares of common stock for an aggregate cash balance of approximately $25,827,849. On September 28, 2021, the Company held a stockholder meeting to further extend the date by which the Company has to consummate a business combination from September 30, 2021 to December 31, 2021. As part of the meeting, stockholders redeemed 2,284,305 shares of common stock for an aggregate cash balance of approximately $23,058,595. On September 28, 2021, as part of the extension meeting to extend the liquidation date to December 31, 2021, the Sponsor agreed that if the Extension Amendment Proposal was approved, it or its affiliates would lend to the Company $0.10 each public share that was not converted in connection with the stockholder vote to approve the proposal. Accordingly, the sponsor lent an aggregate of $1,240,696 to the Company. The Contribution was non-interest bearing and repayable on the consummation of the Company’s business combination. The funds were deposited into the trust account on October 5, 2021. On December 27, 2021, as part of the extension meeting to extend the liquidation date to March 31, 2022, where stockholders redeemed 3,099,210 shares for an aggregate cash balance of $31,596,178, the Sponsor agreed that if the Extension Amendment Proposal was approved, it or its affiliates would lend to the Company $0.10 for each public share that was not converted in connection with the stockholder vote to approve the proposal. Accordingly, the sponsor lent an aggregate of $930,765 to the Company. The Contribution was non-interest bearing and repayable on the consummation of the Company’s business combination. The funds were deposited into the trust account on December 31, 2021. On March 29, 2022, the Company held a stockholder meeting to further extend the date by which the Company has to consummate a business combination from March 31, 2022 to June 30, 2022. As part of the meeting, where stockholders redeemed approximately 6,650,100 shares of common stock for an aggregate cash balance of approximately $67,964,000, the Sponsor agreed that if the Extension Amendment Proposal was approved, it or its affiliates would lend to the Company an aggregate of $265,750. The Contribution was non-interest bearing and repayable on the consummation of the Company’s business combination. As of the date of this filing, the funds have not yet been deposited into the trust account. |
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 are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020 and 2019. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2020 and 2019, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. During the year ended December 31, 2020, the Company withdrew $656,313 of interest income from the Trust Account of which $406,313 was withdrawn to pay its franchise and income tax obligations and $250,000 was withdrawn for working capital purposes. During the year ended December 31, 2019, the Company withdrew $514,000 of which $250,000 was withdrawn for working capital purposes and $264,000 was withdrawn to pay its franchise and income tax obligations. |
Common Stock Subject to Possible Redemption (as Restated) | Common Stock Subject to Possible Redemption (as Restated) The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes the initial measurement of redemption value immediately as it occurs and remeasures or adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital (to the extent available) and accumulated deficit. The increases and decreases in remeasurement represent changes to temporary equity to reflect changes in redeemable stockholder value. At December 31, 2020, and December 31, 2019, the Common stock subject to possible redemption reflected in the balance sheets is reconciled in the following table: Gross proceeds at IPO date $ 150,000,000 Plus: Gross proceeds at Over-Allotment date 22,500,000 Total gross proceeds 172,500,000 Less: Common stock issuance costs (3,745,294 ) Proceeds allocated to Public Warrants (8,786,250 ) Plus: Initial measurement of carrying value to redemption value 12,531,544 Remeasurement of carrying value to redemption value 1,190,176 Common stock subject to possible redemption as of December 30, 2019 173,690,176 Plus: Remeasurement of carrying value to redemption value 591,129 Common stock subject to possible redemption as of December 30, 2020 $ 174,281,305 |
Warrant Liability | Warrant Liability The Company accounts for warrants in accordance with the guidance contained in ASC 815-40-15-7D under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. As the Private Warrants meet the definition of a derivative as contemplated in ASC 815, the Company classifies the Private Warrants as liabilities at their fair value and adjusts the Private Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Warrants for periods where no observable traded price was available were valued using a binomial lattice model. For periods subsequent to the detachment of the Private Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date (see Note 11). |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020 and 2019. 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. On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the “IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. |
Net Income (Loss) Per Common Share (As Restated) | Net Income (Loss) Per Common Share (As Restated) The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company calculates earnings per share by applying net income to a single class of common stock. Accretion associated with the redeemable common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 11,118,750 shares of common stock in the aggregate. As of December 31, 2020 and 2019, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common stock is the same as basic net income (loss) per common stock for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except share amounts): Year Ended December 31, For the Period from March 5, 2019 (Inception) Through December 31, 2020 2019 Basic and diluted net income (loss) per share of common stock Numerator: Net income (loss) $ (843,428 ) $ 959,005 Denominator: Basic and diluted weighted average shares outstanding 21,987,500 13,983,663 Basic and diluted net income (loss) per share of common stock $ (0.04 ) $ 0.07 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statements Disclosure [Abstract] | |
Schedule of restatement of balance sheets and operations | As Previously Adjustment As Restated Balance Sheet as of September 30, 2019 (unaudited) Common stock subject to possible redemption $ 166,454,354 $ 6,651,987 $ 173,106,341 Common stock $ 538 $ (64 ) $ 474 Additional paid-in capital $ 4,381,491 $ (4,381,491 ) $ — Retained earnings (accumulated deficit) $ 617,976 $ (2,270,432 ) $ (1,652,456 ) Total Stockholders’ Equity (Deficit) $ 5,000,005 $ (6,651,987 ) $ (1,651,982 ) Balance Sheet as of December 31, 2019 Common stock subject to possible redemption $ 166,795,387 $ 6,894,789 $ 173,690,176 Common stock $ 540 $ (66 ) $ 474 Additional paid-in capital $ 4,040,456 $ (4,040,456 ) $ — Retained earnings (accumulated deficit) $ 959,005 $ (2,854,267 ) $ (1,895,262 ) Total Stockholders’ Equity (Deficit) $ 5,000,001 $ (6,894,789 ) $ (1,894,788 ) Balance Sheet as of March 31, 2020 (unaudited) Common stock subject to possible redemption $ 167,536,014 $ 7,057,262 $ 174,593,276 Common stock $ 543 $ (69 ) $ 474 Additional paid-in capital $ 3,299,826 $ (3,299,826 ) $ — Retained earnings (accumulated deficit) $ 1,699,636 $ (3,757,367 ) $ (2,057,731 ) Total Stockholders’ Equity (Deficit) $ 5,000,005 $ (7,057,262 ) $ (2,057,257 ) Balance Sheet as of June 30, 2020 (unaudited) Common stock subject to possible redemption $ 166,727,938 $ 7,745,874 $ 174,473,812 Common stock $ 551 $ (77 ) $ 474 Additional paid-in capital $ 4,107,894 $ (4,107,894 ) $ — Retained earnings (accumulated deficit) $ 891,557 $ (3,637,903 ) $ (2,746,346 ) Total Stockholders’ Equity (Deficit) $ 5,000,002 $ (7,745,874 ) $ (2,745,872 ) Balance Sheet as of September 30, 2020 (unaudited) Common stock subject to possible redemption $ 166,699,730 $ 7,826,912 $ 174,526,642 Common stock $ 551 $ (77 ) $ 474 Additional paid-in capital $ 4,136,102 $ (4,136,102 ) $ — Retained earnings (accumulated deficit) $ 863,349 $ (3,690,733 ) $ (2,827,384 ) Total Stockholders’ Equity (Deficit) $ 5,000,002 $ (7,826,912 ) $ (2,826,910 ) As Previously Adjustment As Restated Balance Sheet as of December 31, 2020 Common stock subject to possible redemption $ 165,951,925 $ 8,329,353 $ 174,281,305 Common stock $ 556 $ (82 ) $ 474 Additional paid-in capital $ 4,883,875 $ (4,883,857 ) $ — Retained earnings (accumulated deficit) $ 115,577 $ (3,445,396 ) $ (3,329,819 ) Total Stockholders’ Equity (Deficit) $ 5,000,008 $ (8,329,353 ) $ (3,329,345 ) Statement of Operations for the period from March 5, 2019 (Inception) Through September 30, 2019 (unaudited) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 16,470,051 (16,470,051 ) — Basic and diluted net income (loss) per share, Common stock subject to possible redemption $ 0.03 $ (0.03 ) $ — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 4,471,333 (4,471,333 ) — Basic and diluted net income (loss) per share, Non-redeemable common stock $ 0.01 $ (0.01 ) $ — Weighted average shares outstanding - common stock — 10,460,443 10,460,443 Basic and Diluted EPS - common stock — 0.06 0.06 Statement of Operations for the period from March 5, 2019 (Inception) Through December 31, 2019 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 15,569,256 (15,569,256 ) — Basic and diluted net income (loss) per share, Common stock subject to possible redemption $ 0.08 $ (0.08 ) $ — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 4,747,958 (4,747,958 ) — Basic and diluted net income (loss) per share, Non-redeemable common stock $ (0.04 ) $ 0.04 $ — Weighted average shares outstanding - common stock — 13,983,663 13,983,663 Basic and Diluted EPS - common stock — 0.07 0.07 Statement of Operations for the Three Months Ended March 31, 2020 (unaudited) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 16,560,963 (16,560,963 ) — Basic and diluted net income (loss) per share, Common stock subject to possible redemption $ 0.06 $ (0.06 ) $ — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 5,401,672 (5,401,672 ) — Basic and diluted net income (loss) per share, Non-redeemable common stock $ (0.03 ) $ (0.03 ) $ — Weighted average shares outstanding - common stock — 21,987,500 21,987,500 Basic and Diluted EPS - common stock — 0.03 0.03 As Previously Adjustment As Restated Statement of Operations for the Six Months Ended June 30, 2020 (unaudited) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 16,526,496 (16,526,496 ) — Basic and diluted net income (loss) per share, Common stock subject to possible redemption $ 0.06 $ (0.06 ) $ — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 5,418,219 (5,418,219 ) — Basic and diluted net income (loss) per share, Non-redeemable common stock $ (0.19 ) $ 0.19 $ — Weighted average shares outstanding - common stock — 21,987,500 21,987,500 Basic and Diluted EPS - common stock — — — Statement of Operations for the Nine Months Ended September 30, 2020 (unaudited) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 16,524,541 (16,524,541 ) — Basic and diluted net income (loss) per share, Common stock subject to possible redemption $ 0.06 $ (0.06 ) $ — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 5,446,794 (5,446,794 ) — Basic and diluted net income (loss) per share, Non-redeemable common stock $ (0.20 ) $ 0.20 $ — Weighted average shares outstanding - common stock — 21,987,500 21,987,500 Basic and Diluted EPS - common stock — — — Statement of Operations for the Year Ended December 31, 2020 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 16,524,541 (16,524,959 ) — Basic and diluted net income (loss) per share, Common stock subject to possible redemption $ 0.05 $ (0.05 ) $ — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 5,462,959 (5,462,595 ) — Basic and diluted net income (loss) per share, Non-redeemable common stock $ (0.29 ) $ 0.29 $ — Weighted average shares outstanding - common stock — 21,987,500 21,987,500 Basic and Diluted EPS - common stock — (0.04 ) (0.04 ) |
Schedule of restatement of equity and cash flow | As Previously Adjustment As Restated Statement of Changes in Stockholders’ Deficit for the period from March 5, 2019 (Inception) through September 30, 2019 (unaudited) Sale of 17,250,000 Units, net of underwriting discount and offering costs $ 165,578,405 $ (165,578,405 ) $ — Common stock subject to possible redemption $ (166,795,387 ) $ 166,795,387 $ — Change in value of common stock subject to possible redemption $ 843,435 $ (843,435 ) $ — Initial measurement adjustment of common stock subject to possible redemption $ — $ (12,531,544 ) $ (12,531,544 ) Remeasurement adjustment of common stock subject to possible redemption $ — $ (606,341 ) $ (606,341 ) Initial Fair value of Public Warrants $ — $ 8,786,250 $ 8,786,250 Allocated value of transaction costs to Public and Private warrants $ — $ (208,896 ) $ (208,896 ) Statement of Changes in Stockholders’ Deficit for the period from March 5, 2019 (Inception) through December 31, 2019 Sale of 17,250,000 Units, net of underwriting discount and offering costs $ 165,578,405 $ (165,578,405 ) $ — Common stock subject to possible redemption $ (166,795,387 ) $ 166,795,387 $ — Change in value of common stock subject to possible redemption $ 843,435 $ (843,435 ) $ — Initial measurement adjustment of common stock subject to possible redemption $ — $ (12,531,544 ) $ (12,531,544 ) Remeasurement adjustment of common stock subject to possible redemption $ — $ (1,190,176 ) $ (1,190,176 ) Initial fair value of Public Warrants $ — $ 8,786,250 $ 8,786,250 Allocated value of transaction costs to Public and Private warrants $ — $ (208,896 ) $ (208,896 ) Statement of Changes in Stockholders’ Deficit for the Period Ended March 31, 2020 (unaudited) Remeasurement adjustment of common stock subject to possible redemption $ — $ (903,100 ) $ (903,100 ) Statement of Changes in Stockholders’ Deficit for the Period Ended June 30, 2020 (unaudited) Remeasurement adjustment of common stock subject to possible redemption $ — $ (783,636 ) $ (783,636 ) Statement of Changes in Stockholders’ Deficit for the Period Ended September 30, 2020 (unaudited) Remeasurement adjustment of common stock subject to possible redemption $ — $ (836,466 ) $ (836,466 ) Statement of Changes in Stockholders’ Deficit for the Year Ended December 31, 2020 Change in value of common stock subject to possible redemption $ (843,435 ) $ 843,435 $ — Remeasurement adjustment of common stock subject to possible redemption $ — $ (591,129 ) $ (591,129 ) Statement of Cash Flows for the period from March 5, 2019 (Inception) through September 30, 2019 (unaudited) Initial classification of common stock subject to possible redemption $ 165,578,405 $ 6,921,595 $ 172,500,000 Change in value of common stock subject to possible redemption $ 875,949 $ (875,949 ) $ — Remeasurement adjustment of common stock subject to possible redemption $ — $ 606,341 $ 606,341 Statement of Cash Flows for the period from March 5, 2019 (Inception) through December 31, 2019 Initial classification of common stock subject to possible redemption $ 165,578,405 $ 6,921,595 $ 172,500,000 Change in value of common stock subject to possible redemption $ 1,216,982 $ (1,216,982 ) $ — Remeasurement adjustment of common stock subject to possible redemption $ — $ 1,190,176 $ 1,190,176 Statement of Cash Flows for the Three Months Ended March 31, 2020 (unaudited) Change in value of common stock subject to possible redemption $ 740,627 $ (740,627 ) $ — Remeasurement adjustment of common stock subject to possible redemption $ — $ 903,100 $ 903,100 Statement of Cash Flows for the Six Months Ended June 30, 2020 (unaudited) Change in value of common stock subject to possible redemption $ (67,499 ) $ 67,499 $ — Remeasurement adjustment of common stock subject to possible redemption $ — $ 783,636 $ 783,636 Statement of Cash Flows for the Nine Months Ended September 30, 2020 (unaudited) Change in value of common stock subject to possible redemption $ (95,657 ) $ 95,657 $ — Remeasurement adjustment of common stock subject to possible redemption $ — $ 836,466 $ 836,466 Statement of Cash Flows for the Year Ended December 31, 2020 Change in value of common stock subject to possible redemption $ (843,435 ) $ 843,435 $ — Remeasurement adjustment of common stock subject to possible redemption $ — $ 591,129 $ 591,129 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of condensed balance sheets are reconciled | Gross proceeds at IPO date $ 150,000,000 Plus: Gross proceeds at Over-Allotment date 22,500,000 Total gross proceeds 172,500,000 Less: Common stock issuance costs (3,745,294 ) Proceeds allocated to Public Warrants (8,786,250 ) Plus: Initial measurement of carrying value to redemption value 12,531,544 Remeasurement of carrying value to redemption value 1,190,176 Common stock subject to possible redemption as of December 30, 2019 173,690,176 Plus: Remeasurement of carrying value to redemption value 591,129 Common stock subject to possible redemption as of December 30, 2020 $ 174,281,305 |
Schedule of basic and diluted net income (loss) per share of common stock | Year Ended December 31, For the Period from March 5, 2019 (Inception) Through December 31, 2020 2019 Basic and diluted net income (loss) per share of common stock Numerator: Net income (loss) $ (843,428 ) $ 959,005 Denominator: Basic and diluted weighted average shares outstanding 21,987,500 13,983,663 Basic and diluted net income (loss) per share of common stock $ (0.04 ) $ 0.07 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of net deferred tax liability | December 31, 2020 2019 Deferred tax liability Unrealized gain on marketable securities $ (1,282 ) $ (7,682 ) Total deferred tax liability (1,282 ) (7,682 ) Valuation Allowance — — Deferred tax liability $ (1,282 ) $ (7,682 ) |
Schedule of income tax provision | As of December 31, 2020 2019 Federal Current $ 166,676 $ 229,544 Deferred (6,400 ) 7,682 State and Local Current — — Deferred — — Change in valuation allowance — — Income tax provision $ 160,276 $ 237,226 |
Schedule of reconciliation of federal income tax rate | December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of warrant liabilities (44.5 )% (5.7 )% Transaction costs associated with Initial Public Offering — 0.1 % Compensation expense related to warrant liabilities — 4.4 % State taxes, net of federal tax benefit 0.0 % 0.0 % Income tax provision (23.5 )% 19.8 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of the company's assets that are measured at fair value on a recurring basis | Description Level December 31, December 31, Assets: Cash and marketable securities held in Trust Account 1 $ 174,550,466 $ 173,824,264 Liabilities: Warrant Liability – Private Placement Warrants 3 3,865,313 2,418,938 |
Schedule of fair value measurements inputs | Input July 16, 2019 Risk-free interest rate 1.92 % Tine to maturity (years) 6.0 Dividend yield 0.0 % Expected volatility 15.3 % Probability of Acquisition 80.0 % Exercise price $ 11.50 Unit Price $ 10.00 Input December 31, December 31, Risk-free interest rate 0.40 % 1.71 % Tine to maturity (years) 5.29 5.54 Dividend yield 0.0 % 0.0 % Expected volatility 23.1 % 15.8 % Probability of Acquisition 70.0 % 80.0 % Exercise price $ 11.50 $ 11.50 Unit Price $ 11.01 $ 9.86 |
Schedule of changes in the fair value of warrant liabilities | Private Placement Fair value as of January 1, 2019 $ — Initial measurement on July 16, 2019 (IPO) 2,483,250 Initial measurement on July 19, 2019 (Over allotment) 259,875 Change in fair value (324,187 ) Fair value as of December 31, 2019 2,418,938 Change in fair value 1,446,375 Fair value as of December 31, 2020 $ 3,865,313 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jul. 19, 2019 | Jul. 18, 2019 | Jul. 16, 2019 | Dec. 31, 2020 | |
Description of Organization and Business Operations (Details) [Line Items] | ||||
Transaction costs | $ 3,954,190 | |||
Underwriting fees | 3,450,000 | |||
Other offering costs | $ 504,190 | |||
Fair market value, percentage | 80.00% | |||
Ownership interest voting, percentage | 50.00% | |||
Description of working capital requirements | The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income tax obligations and up to $250,000 per 12-month period for working capital requirements). | |||
Consummation of a business combination | $ 5,000,001 | |||
Obligation to redeem percentage | 100.00% | |||
Initial Public Offering [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Issuance of common stock (in Shares) | 15,000,000 | |||
Price per share (in Dollars per share) | $ 10 | $ 10 | ||
Gross proceeds | $ 150,000,000 | |||
Issuance of units, description | an amount of $150,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Securities was placed in a trust account (the “Trust Account”) which were 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 selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. | |||
Initial Public Offering [Member] | Common Stock [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Issuance of common stock (in Shares) | 15,000,000 | |||
Price per share (in Dollars per share) | $ 10 | |||
Gross proceeds | $ 150,000,000 | |||
Initial Public Offering [Member] | Private Warrants [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Sale of warrant (in Shares) | 2,150,000 | |||
Private Units [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Price per share (in Dollars per share) | $ 10 | |||
Private Units [Member] | EarlyBirdCapital [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Issuance of common stock (in Shares) | 215,000 | |||
Price per share (in Dollars per share) | $ 1 | |||
Gross proceeds | $ 4,300,000 | |||
Over-Allotment Option [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Issuance of common stock (in Shares) | 2,250,000 | |||
Price per share (in Dollars per share) | $ 10 | |||
Issuance of units, description | the underwriters exercised their over-allotment option in full, resulting in an additional 2,250,000 Units issued on July 19, 2019 for $22,500,000, less the underwriters’ discount of $450,000. In connection with the underwriters’ exercise of their over-allotment option, the Company also consummated the sale of an additional 22,500 Private Units at $10.00 per Private Unit and the sale of an additional 225,000 Private Warrants at $1.00 per Private Warrant, generating total proceeds of $450,000. A total of $22,500,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $172,500,000. | |||
Public Share [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Price per share (in Dollars per share) | $ 10 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) | Dec. 31, 2020USD ($) |
Restatement Of Previously Issued Financial Statements Disclosure [Abstract] | |
Net tangible | $ 5,000,001 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of balance sheets and operations - USD ($) | 3 Months Ended | 6 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
As Previously Reported per 10-K/A Amendment No. 1 [Member] | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Common stock subject to possible redemption | $ 167,536,014 | $ 166,727,938 | $ 166,454,354 | $ 166,699,730 | $ 166,795,387 | $ 165,951,925 |
Common stock | 543 | 551 | 538 | 551 | 540 | 556 |
Additional paid-in capital | 3,299,826 | 4,107,894 | 4,381,491 | 4,136,102 | 4,040,456 | 4,883,875 |
Retained earnings (accumulated deficit) | 1,699,636 | 891,557 | 617,976 | 863,349 | 959,005 | 115,577 |
Total Stockholders’ Equity (Deficit) | $ 5,000,005 | $ 5,000,002 | $ 5,000,005 | $ 5,000,002 | $ 5,000,001 | $ 5,000,008 |
Statement of Operations for the period from March 5, 2019 (Inception) Through September 30, 2019 (unaudited) | ||||||
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption (in Shares) | 16,560,963 | 16,526,496 | 16,470,051 | 16,524,541 | 15,569,256 | 16,524,541 |
Basic and diluted net income (loss) per share, Common stock subject to possible redemption (in Dollars per share) | $ 0.06 | $ 0.06 | $ 0.03 | $ 0.06 | $ 0.08 | $ 0.05 |
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares) | 5,401,672 | 5,418,219 | 4,471,333 | 5,446,794 | 4,747,958 | 5,462,959 |
Basic and diluted net income (loss) per share, Non-redeemable common stock (in Dollars per share) | $ (0.03) | $ (0.19) | $ 0.01 | $ (0.20) | $ (0.04) | $ (0.29) |
Weighted average shares outstanding - common stock (in Shares) | ||||||
Basic and Diluted EPS - common stock (in Dollars per share) | ||||||
Adjustment [Member] | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Common stock subject to possible redemption | $ 7,057,262 | $ 7,745,874 | $ 6,651,987 | $ 7,826,912 | $ 6,894,789 | $ 8,329,353 |
Common stock | (69) | (77) | (64) | (77) | (66) | (82) |
Additional paid-in capital | (3,299,826) | (4,107,894) | (4,381,491) | (4,136,102) | (4,040,456) | (4,883,857) |
Retained earnings (accumulated deficit) | (3,757,367) | (3,637,903) | (2,270,432) | (3,690,733) | (2,854,267) | (3,445,396) |
Total Stockholders’ Equity (Deficit) | $ (7,057,262) | $ (7,745,874) | $ (6,651,987) | $ (7,826,912) | $ (6,894,789) | $ (8,329,353) |
Statement of Operations for the period from March 5, 2019 (Inception) Through September 30, 2019 (unaudited) | ||||||
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption (in Shares) | (16,560,963) | (16,526,496) | (16,470,051) | (16,524,541) | (15,569,256) | (16,524,959) |
Basic and diluted net income (loss) per share, Common stock subject to possible redemption (in Dollars per share) | $ (0.06) | $ (0.06) | $ (0.03) | $ (0.06) | $ (0.08) | $ (0.05) |
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares) | (5,401,672) | (5,418,219) | (4,471,333) | (5,446,794) | (4,747,958) | (5,462,595) |
Basic and diluted net income (loss) per share, Non-redeemable common stock (in Dollars per share) | $ (0.03) | $ 0.19 | $ (0.01) | $ 0.20 | $ 0.04 | $ 0.29 |
Weighted average shares outstanding - common stock (in Shares) | 21,987,500 | 21,987,500 | 10,460,443 | 21,987,500 | 13,983,663 | 21,987,500 |
Basic and Diluted EPS - common stock (in Dollars per share) | $ 0.03 | $ 0.06 | $ 0.07 | $ (0.04) | ||
As Restated [Member] | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Common stock subject to possible redemption | $ 174,593,276 | $ 174,473,812 | $ 173,106,341 | $ 174,526,642 | $ 173,690,176 | $ 174,281,305 |
Common stock | 474 | 474 | 474 | 474 | 474 | 474 |
Additional paid-in capital | ||||||
Retained earnings (accumulated deficit) | (2,057,731) | (2,746,346) | (1,652,456) | (2,827,384) | (1,895,262) | (3,329,819) |
Total Stockholders’ Equity (Deficit) | $ (2,057,257) | $ (2,745,872) | $ (1,651,982) | $ (2,826,910) | $ (1,894,788) | $ (3,329,345) |
Statement of Operations for the period from March 5, 2019 (Inception) Through September 30, 2019 (unaudited) | ||||||
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption (in Shares) | ||||||
Basic and diluted net income (loss) per share, Common stock subject to possible redemption (in Dollars per share) | ||||||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares) | ||||||
Basic and diluted net income (loss) per share, Non-redeemable common stock (in Dollars per share) | ||||||
Weighted average shares outstanding - common stock (in Shares) | 21,987,500 | 21,987,500 | 10,460,443 | 21,987,500 | 13,983,663 | 21,987,500 |
Basic and Diluted EPS - common stock (in Dollars per share) | $ 0.03 | $ 0.06 | $ 0.07 | $ (0.04) |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of equity and cash flow - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
As Previously Reported [Member] | |||||||||
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of equity and cash flow [Line Items] | |||||||||
Sale of 17,250,000 Units, net of underwriting discount and offering costs | $ 165,578,405 | ||||||||
Common stock subject to possible redemption | (166,795,387) | $ (166,795,387) | |||||||
Change in value of common stock subject to possible redemption | 843,435 | 843,435 | $ (843,435) | ||||||
Initial measurement adjustment of common stock subject to possible redemption | |||||||||
Remeasurement adjustment of common stock subject to possible redemption | |||||||||
Initial Fair value of Public Warrants | |||||||||
Allocated value of transaction costs to Public and Private warrants | |||||||||
Statement of Changes in Stockholders’ Deficit for the period from March 5, 2019 (Inception) through December 31, 2019 | |||||||||
Sale of 17,250,000 Units, net of underwriting discount and offering costs | 165,578,405 | ||||||||
Statement of Changes in Stockholders’ Deficit for the Period Ended March 31, 2020 (unaudited) | |||||||||
Remeasurement adjustment of common stock subject to possible redemption | |||||||||
Statement of Cash Flows for the period from March 5, 2019 (Inception) through September 30, 2019 (unaudited) | |||||||||
Initial classification of common stock subject to possible redemption | 165,578,405 | 165,578,405 | |||||||
Change in value of common stock subject to possible redemption | $ 740,627 | $ (67,499) | 875,949 | $ (95,657) | 1,216,982 | (843,435) | |||
Remeasurement adjustment of common stock subject to possible redemption | |||||||||
Adjustment [Member] | |||||||||
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of equity and cash flow [Line Items] | |||||||||
Sale of 17,250,000 Units, net of underwriting discount and offering costs | (165,578,405) | ||||||||
Common stock subject to possible redemption | 166,795,387 | 166,795,387 | |||||||
Change in value of common stock subject to possible redemption | (843,435) | (843,435) | 843,435 | ||||||
Initial measurement adjustment of common stock subject to possible redemption | (12,531,544) | (12,531,544) | |||||||
Remeasurement adjustment of common stock subject to possible redemption | (606,341) | (1,190,176) | |||||||
Initial Fair value of Public Warrants | 8,786,250 | 8,786,250 | |||||||
Allocated value of transaction costs to Public and Private warrants | (208,896) | (208,896) | |||||||
Statement of Changes in Stockholders’ Deficit for the period from March 5, 2019 (Inception) through December 31, 2019 | |||||||||
Sale of 17,250,000 Units, net of underwriting discount and offering costs | (165,578,405) | ||||||||
Statement of Changes in Stockholders’ Deficit for the Period Ended March 31, 2020 (unaudited) | |||||||||
Remeasurement adjustment of common stock subject to possible redemption | (836,466) | (783,636) | (903,100) | (591,129) | |||||
Statement of Cash Flows for the period from March 5, 2019 (Inception) through September 30, 2019 (unaudited) | |||||||||
Initial classification of common stock subject to possible redemption | 6,921,595 | 6,921,595 | |||||||
Change in value of common stock subject to possible redemption | (740,627) | 67,499 | (875,949) | 95,657 | (1,216,982) | 843,435 | |||
Remeasurement adjustment of common stock subject to possible redemption | 903,100 | 783,636 | 606,341 | 836,466 | 1,190,176 | 591,129 | |||
As Restated per Amendment No. 1 [Member] | |||||||||
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of equity and cash flow [Line Items] | |||||||||
Sale of 17,250,000 Units, net of underwriting discount and offering costs | |||||||||
Common stock subject to possible redemption | |||||||||
Change in value of common stock subject to possible redemption | |||||||||
Initial measurement adjustment of common stock subject to possible redemption | (12,531,544) | (12,531,544) | |||||||
Remeasurement adjustment of common stock subject to possible redemption | (606,341) | (1,190,176) | |||||||
Initial Fair value of Public Warrants | 8,786,250 | 8,786,250 | |||||||
Allocated value of transaction costs to Public and Private warrants | (208,896) | (208,896) | |||||||
Statement of Changes in Stockholders’ Deficit for the period from March 5, 2019 (Inception) through December 31, 2019 | |||||||||
Sale of 17,250,000 Units, net of underwriting discount and offering costs | |||||||||
Statement of Changes in Stockholders’ Deficit for the Period Ended March 31, 2020 (unaudited) | |||||||||
Remeasurement adjustment of common stock subject to possible redemption | $ (836,466) | $ (783,636) | $ (903,100) | (591,129) | |||||
Statement of Cash Flows for the period from March 5, 2019 (Inception) through September 30, 2019 (unaudited) | |||||||||
Initial classification of common stock subject to possible redemption | 172,500,000 | 172,500,000 | |||||||
Change in value of common stock subject to possible redemption | |||||||||
Remeasurement adjustment of common stock subject to possible redemption | $ 903,100 | $ 783,636 | $ 606,341 | $ 836,466 | $ 1,190,176 | $ 591,129 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Withdrew interest income | $ 656,313 | |
Cash Withdrawn to Pay Income Tax | $ 264,000 | 406,313 |
Working capital purposes | 250,000 | $ 250,000 |
Total amount withdrew | $ 514,000 | |
Purchase shares of common stock (in Shares) | 11,118,750 | |
Federal depository insurance coverage | $ 250,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of condensed balance sheets are reconciled - USD ($) | Dec. 30, 2020 | Dec. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 30, 2020 |
Schedule of condensed balance sheets are reconciled [Abstract] | |||||
Gross proceeds at IPO date | $ 150,000,000 | ||||
Plus: | |||||
Gross proceeds at Over-Allotment date | 22,500,000 | ||||
Total gross proceeds | 172,500,000 | ||||
Less: | |||||
Common stock issuance costs | (3,745,294) | ||||
Proceeds allocated to Public Warrants | (8,786,250) | ||||
Plus: | |||||
Initial measurement of carrying value to redemption value | 12,531,544 | ||||
Remeasurement of carrying value to redemption value | $ 1,190,176 | $ 591,129 | $ 591,129 | ||
Common stock subject to possible redemption | $ 174,281,305 | $ 173,690,176 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share of common stock - USD ($) | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net income (loss) | $ (843,428) | $ 959,005 | |
Denominator: | |||
Basic and diluted weighted average shares outstanding | 13,983,663 | 21,987,500 | 13,983,663 |
Basic and diluted net income (loss) per share of common stock | $ 0.07 | $ (0.04) | $ 0.07 |
Public Offering (Details)
Public Offering (Details) - $ / shares | 1 Months Ended | 12 Months Ended | |
Jul. 19, 2019 | Dec. 31, 2020 | Jul. 16, 2019 | |
Public Offering (Details) [Line Items] | |||
Public Warrant, description | Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 7). | ||
IPO [Member] | |||
Public Offering (Details) [Line Items] | |||
Sale of stock | 15,000,000 | ||
Price per share | $ 10 | $ 10 | |
Over-Allotment Option [Member] | |||
Public Offering (Details) [Line Items] | |||
Sale of stock | 2,250,000 | ||
Price per share | $ 10 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Jul. 16, 2019 | |
Initial Public Offering [Member] | ||
Private Placement (Details) [Line Items] | ||
Issuance of common stock | 15,000,000 | |
Price per share | $ 10 | $ 10 |
Private Warrants [Member] | ||
Private Placement (Details) [Line Items] | ||
Price per share | $ 1 | |
Sponsor [Member] | Initial Public Offering [Member] | ||
Private Placement (Details) [Line Items] | ||
Issuance of common stock | 215,000 | |
Price per share | $ 10 | |
Sale of warrant | 2,150,000 | |
Private warrant for an aggregate purchase price | $ 4,300,000 | |
Private placement, description | The Sponsor purchased 179,638 Private Units and EarlyBirdCapital and its designee purchased an aggregate of 35,362 Private Units. In addition, the Sponsor purchased 1,796,380 Private Warrants and EarlyBirdCapital and its designee purchased an aggregate of 353,620 Private Warrants. On July 19, 2019, in connection with the underwriters’ exercise of the over-allotment option in full, the Sponsor and EarlyBirdCapital and its designee purchased an aggregate of 22,500 additional Private Units, of which 18,800 Private Units were purchased by the Sponsor and 3,700 Private Units were purchased by EarlyBirdCapital and its designee, for an aggregate purchase price of $225,000. In addition, in connection with the underwriters’ exercise of the over-allotment option in full, the Sponsor and EarlyBirdCapital and its designee purchased an aggregate of 225,000 additional Private Warrants, of which 188,000 Private Warrants were purchased by the Sponsor and 37,000 Private Warrants were purchased by EarlyBirdCapital and its designee, for an aggregate purchase price of $225,000. Each Private Unit consists of one share of common stock (“Private Share”) and one-half of one warrant (“Private Warrant”). Each whole Private Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 7). |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jul. 11, 2019 | Jul. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2020 |
Related Party Transactions (Details) [Line Items] | |||||
Common stock dividend, description | the Company effected a stock dividend of 0.2 share for each share outstanding (the “stock dividend”), resulting in an aggregate of 4,312,500 Founder Shares outstanding. The Founder Shares included an aggregate of up to 562,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over -allotment was not exercised in full or in part, so that the Sponsor would collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering and excluding the Private Units and Representative Shares) (see Note 7). All share and per-share amounts have been retroactively restated to reflect the stock dividend. In connection with the underwriters’ exercise of the over-allotment option in full, 562,500 Founder Shares are no longer subject to forfeiture. | ||||
Due from this affiliate | $ 22,195 | ||||
Advance from related party | 45,897 | ||||
Fees for services | 60,000 | $ 120,000 | |||
Repayment of borrowings amount | $ 149,000 | ||||
Business combination, description | The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $750,000 of such Working Capital Loans may be converted into units of the post Business Combination entity at a price of $10.00 per unit and up to $750,000 of such Working Capital Loans may be converted into warrants of the post Business Combination entity at a price of $1.00 per warrant. The units and warrants would be identical to the Private Units and Private Warrants, respectively. | ||||
Chief Executive Officer [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Advance from related party | $ 45,897 | ||||
Fees incurred | $ 10,000 | ||||
Unsecured promissory note | $ 150,000 | ||||
Founder Shares [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Common stock shares purchased (in Shares) | 3,593,750 | ||||
Common stock aggregate price | $ 25,000 | ||||
Stock splits, description | the Founder Shares until, with respect to 50% of the Founder Shares, the earlier of one year after the consummation of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after a Business Combination and, with respect to the remaining 50% of the Founder Shares, until the one year after the consummation of a Business Combination |
Commitments (Details)
Commitments (Details) | 12 Months Ended |
Dec. 31, 2020 | |
EarlyBirdCapital [Member] | |
Commitments (Details) [Line Items] | |
Business combination marketing agreement, description | The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of a Business Combination in an amount equal to $6,037,500 (exclusive of any applicable finders’ fees which might become payable); provided that up to 30% of the fee may be allocated at the Company’s sole discretion to other FINRA members that assist the Company in identifying and consummating a Business Combination. |
Stockholders' Equity (As Rest_2
Stockholders' Equity (As Restated) (Details) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Stockholders' Equity Note [Abstract] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 21,987,500 | |
Subject to possible redemption | 17,250,000 | 17,250,000 |
Common stock, shares outstanding | 21,987,500 |
Warrants (Details)
Warrants (Details) - USD ($) | Mar. 06, 2019 | Dec. 31, 2020 |
Warrants (Details) [Line Items] | ||
Warrants description | if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor, initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of an initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummated an initial Business Combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities. | |
Warrant [Member] | ||
Warrants (Details) [Line Items] | ||
Warrants description | Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption; ● if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the warrant holders; and ● If, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants. | |
EarlyBirdCapital [Member] | Warrant [Member] | ||
Warrants (Details) [Line Items] | ||
Common stock shares purchased | 187,500 | |
Fair value of representative shares | $ 1,094 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of net deferred tax liability - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax liability | ||
Unrealized gain on marketable securities | $ (1,282) | $ (7,682) |
Total deferred tax liability | (1,282) | (7,682) |
Valuation Allowance | ||
Deferred tax liability | $ (1,282) | $ (7,682) |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of income tax provision - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Federal | ||
Current | $ 229,544 | $ 166,676 |
Deferred | 7,682 | (6,400) |
State and Local | ||
Current | ||
Deferred | ||
Change in valuation allowance | ||
Income tax provision | $ 237,226 | $ 160,276 |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of reconciliation of federal income tax rate | 10 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Schedule of reconciliation of federal income tax rate [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
Change in fair value of warrant liabilities | (5.70%) | (44.50%) |
Transaction costs associated with Initial Public Offering | 0.10% | |
Compensation expense related to warrant liabilities | 4.40% | |
State taxes, net of federal tax benefit | 0.00% | 0.00% |
Income tax provision | 19.80% | (23.50%) |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Jul. 16, 2019 | Dec. 31, 2019 | Dec. 31, 2020 |
Fair Value Measurements (Details) [Line Items] | |||
Warrant price per share (in Dollars per share) | $ 1.10 | ||
Aggregate values | $ 2,480,000 | $ (324,187) | $ 1,446,375 |
Private Placement Warrants [Member] | |||
Fair Value Measurements (Details) [Line Items] | |||
Aggregate values | $ 2,420,000 | $ 3,870,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of the company's assets that are measured at fair value on a recurring basis - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Level 1 [Member] | ||
Assets: | ||
Cash and marketable securities held in Trust Account | $ 174,550,466 | $ 173,824,264 |
Level 3 [Member] | ||
Liabilities: | ||
Warrant Liability – Private Placement Warrants | $ 3,865,313 | $ 2,418,938 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of fair value measurements inputs - $ / shares | Jul. 16, 2019 | Dec. 31, 2019 | Dec. 31, 2020 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Risk-free interest rate | 1.71% | 0.40% | |
Tine to maturity (years) | 5 years 197 days | 5 years 105 days | |
Dividend yield | 0.00% | 0.00% | |
Expected volatility | 15.80% | 23.10% | |
Probability of Acquisition | 80.00% | 70.00% | |
Exercise price (in Dollars per share) | $ 11.50 | $ 11.50 | |
Unit Price (in Dollars per share) | $ 9.86 | $ 11.01 | |
Initial Measurement [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Risk-free interest rate | 1.92% | ||
Tine to maturity (years) | 6 years | ||
Dividend yield | 0.00% | ||
Expected volatility | 15.30% | ||
Probability of Acquisition | 80.00% | ||
Exercise price (in Dollars per share) | $ 11.50 | ||
Unit Price (in Dollars per share) | $ 10 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of changes in the fair value of warrant liabilities [Abstract] | ||
Fair value as of Beginning balance | $ 2,418,938 | |
Initial measurement on July 16, 2019 (IPO) | 2,483,250 | |
Initial measurement on July 19, 2019 (Over allotment) | 259,875 | |
Change in fair value | 1,446,375 | (324,187) |
Fair value as of Ending balance | $ 3,865,313 | $ 2,418,938 |
Subsequent Events (Details)
Subsequent Events (Details) - Forecast [Member] - USD ($) | 1 Months Ended | |||
Mar. 29, 2022 | Dec. 27, 2021 | Sep. 28, 2021 | Apr. 24, 2021 | |
Subsequent Events (Details) [Line Items] | ||||
Stockholders redeemed (in Shares) | 6,650,100 | 3,099,210 | 2,284,305 | 2,558,740 |
Aggregate cash balance | $ 67,964,000 | $ 31,596,178 | $ 23,058,595 | $ 25,827,849 |
Price per share (in Dollars per share) | $ 0.10 | $ 0.10 | ||
Aggregate amount | $ 265,750 | $ 930,765 | $ 1,240,696 |