Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 17, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | MERIDA MERGER CORP. I | |
Trading Symbol | MCMJ | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 14,982,073 | |
Amendment Flag | false | |
Entity Central Index Key | 0001785592 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39119 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-2266022 | |
Entity Address, Address Line One | 641 Lexington Avenue, | |
Entity Address, Address Line Two | 18th Floor | |
Entity Address, City or Town | New York, | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | (917) | |
Local Phone Number | 745-7085 | |
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 101,541 | $ 171,540 |
Prepaid expenses and other current assets | 232,723 | 99,735 |
Total Current Assets | 334,264 | 271,275 |
Marketable securities held in Trust Account | 130,203,176 | 130,681,047 |
TOTAL ASSETS | 130,537,440 | 130,952,322 |
Current liabilities: | ||
Accounts payable and accrued expenses | 264,828 | 147,830 |
Income taxes payable | 5,883 | |
Due to Sponsor | 16,458 | 16,458 |
Promissory note – related party | 400,339 | 339 |
Total Current Liabilities | 681,625 | 170,510 |
Warrant liability | 7,229,069 | 3,950,311 |
Deferred tax liability | 432 | |
Total Liabilities | 7,910,694 | 4,121,253 |
Commitments | ||
Common stock subject to possible redemption 13,001,552 shares at redemption value as of September 30, 2021 and December 31, 2020 | 130,178,936 | 130,544,959 |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||
Common stock, $0.0001 par value; 50,000,000 shares authorized; 3,370,388 shares issued and outstanding (excluding 13,001,552 shares subject to possible redemption) as of September 30, 2021 and December 31, 2020 | 337 | 337 |
Accumulated deficit | (7,552,527) | (3,714,227) |
Total Stockholders’ Deficit | (7,552,190) | (3,713,890) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 130,537,440 | $ 130,952,322 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock subject to possible redemption | 13,001,552 | 13,001,552 |
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 | 3,370,388 | 3,370,388 |
Common stock, shares outstanding | 3,370,388 | 3,370,388 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Income Statement [Abstract] | |||||
Operating costs | $ 440,194 | $ 153,230 | $ 953,102 | $ 512,896 | |
Loss from operations | (440,194) | (153,230) | (953,102) | (512,896) | |
Other income (expense): | |||||
Interest earned on marketable securities held in Trust Account | 1,870 | 42,577 | 27,537 | 757,577 | |
Unrealized gain (loss) on marketable securities held in Trust Account | 1,474 | (2,594) | |||
Change in fair value of warrant liability | (2,449,193) | (197,516) | (3,278,758) | (197,516) | |
Other (expense) income, net | (2,447,323) | (153,465) | (3,251,221) | 557,467 | |
(Loss) income before provision for income taxes | (2,887,517) | (306,695) | (4,204,323) | 44,571 | |
Benefit from (provision for) income taxes | 22,871 | (51,031) | |||
Net loss | $ (2,887,517) | $ (283,824) | $ (4,204,323) | $ (6,460) | |
Weighted average shares outstanding, Common Stock subject to possible redemption (in Shares) | [1] | 13,001,552 | 13,001,552 | 13,001,552 | 13,001,552 |
Basic and diluted net income per share, Common Stock subject to possible redemption (in Dollars per share) | [1] | $ (0.18) | $ (0.02) | $ (0.26) | $ 0 |
Weighted average shares outstanding, Common Stock (in Shares) | [1] | 3,370,388 | 3,370,388 | 3,370,388 | 3,370,388 |
Basic and diluted net loss per share, Common Stock (in Dollars per share) | [1] | $ (0.18) | $ (0.02) | $ (0.26) | $ 0 |
[1] | Calculation of the weighted shares outstanding and earnings per share for previously reported quarters have been restated, (see Note 2) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders’ Deficit - USD ($) | Common Stock | Accumulated Deficit | Additional Paid-in Capital | Total |
Balance at Dec. 31, 2019 | $ 337 | $ (1,492,550) | $ (1,492,213) | |
Balance (in Shares) at Dec. 31, 2019 | 3,370,388 | |||
Accretion for common stock to redemption amount | (336,906) | (336,906) | ||
Net income (loss) | 376,330 | 376,330 | ||
Balance at Mar. 31, 2020 | $ 337 | (1,453,126) | (1,452,789) | |
Balance (in Shares) at Mar. 31, 2020 | 3,370,388 | |||
Accretion for common stock to redemption amount | (1,721) | (1,721) | ||
Net income (loss) | (98,966) | (98,966) | ||
Balance at Jun. 30, 2020 | $ 337 | (1,553,813) | (1,553,476) | |
Balance (in Shares) at Jun. 30, 2020 | 3,370,388 | |||
Accretion for common stock to redemption amount | 7,967 | 7,967 | ||
Net income (loss) | (283,824) | (283,824) | ||
Balance at Sep. 30, 2020 | $ 337 | (1,829,670) | (1,829,333) | |
Balance (in Shares) at Sep. 30, 2020 | 3,370,388 | |||
Balance at Dec. 31, 2020 | $ 337 | (3,714,227) | (3,713,890) | |
Balance (in Shares) at Dec. 31, 2020 | 3,370,388 | |||
Accretion for common stock to redemption amount | 228,900 | 228,900 | ||
Net income (loss) | (886,006) | (886,006) | ||
Balance at Mar. 31, 2021 | $ 337 | (4,371,333) | (4,370,996) | |
Balance (in Shares) at Mar. 31, 2021 | 3,370,388 | |||
Accretion for common stock to redemption amount | 91,504 | 91,504 | ||
Net income (loss) | (430,800) | (430,800) | ||
Balance at Jun. 30, 2021 | $ 337 | (4,710,629) | (4,710,292) | |
Balance (in Shares) at Jun. 30, 2021 | 3,370,388 | |||
Accretion for common stock to redemption amount | 45,619 | 45,619 | ||
Net income (loss) | (2,887,517) | (2,887,517) | ||
Balance at Sep. 30, 2021 | $ 337 | $ (7,552,527) | $ (7,552,190) | |
Balance (in Shares) at Sep. 30, 2021 | 3,370,388 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (4,204,323) | $ (6,460) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of warrant liability | 3,278,758 | 197,516 |
Interest earned on marketable securities held in Trust Account | (27,537) | (757,577) |
Unrealized loss on marketable securities held in Trust Account | 2,594 | |
Deferred tax benefit | (432) | (592) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (132,988) | 37,870 |
Accounts payable and accrued expenses | 116,998 | (16,764) |
Income taxes payable | (5,883) | 3,844 |
Net cash used in operating activities | (975,407) | (539,569) |
Cash Flows from Investing Activities: | ||
Cash withdrawn from Trust Account for franchise, income tax payments, and working capital needs | 505,408 | 419,894 |
Net cash provided by investing activities | 505,408 | 419,894 |
Cash Flows from Financing Activities: | ||
Proceeds from promissory note — related party | 400,000 | |
Net cash provided by financing activities | 400,000 | |
Net Change in Cash | (69,999) | (119,675) |
Cash – Beginning | 171,540 | 362,570 |
Cash – Ending | 101,541 | 242,895 |
Supplementary cash flow information: | ||
Cash paid for income taxes | 19,953 | 41,039 |
Non-cash investing and financing activities: | ||
Change in value of common stock subject to possible redemption | $ 146,856 | $ 512,502 |
Description of Organization, Bu
Description of Organization, Business Operations and Going Concern | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of Organization, Business Operations and Going Concern | Note 1 — Description of Organization, Business Operations and Going Concern Merida Merger Corp. I (the “Company”) was incorporated in Delaware on June 20, 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”). Merida Merger Sub, Inc., a Washington corporation and wholly-owned subsidiary of the Company (“First Merger Sub”), Merida Merger Sub II, LLC, a Washington limited liability company and wholly-owned subsidiary of the Company (“Second Merger Sub”) were established. Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on companies in the cannabis industry. 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 September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation, the IPO (“IPO”), which is described below, and 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 IPO, and non-operating income or expenses from the change in fair value of warrant liabilities. The registration statements for the Company’s IPO were declared effective on November 4, 2019. On November 7, 2019, the Company consummated the IPO of 12,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), generating gross proceeds of $120,000,000, which is described in Note 4. Simultaneously with the closing of the IPO, the Company consummated the sale of 3,750,000 warrants (the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to Merida Holdings, LLC and EarlyBirdCapital, Inc. (“EarlyBirdCapital”), generating gross proceeds of $3,750,000, which is described in Note 5. Following the closing of the IPO on November 7, 2019, an amount of $120,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, 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 185 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 or (ii) the distribution of the Trust Account to the Company’s stockholders, as described below. On November 12, 2019, the underwriters notified the Company of their intention to partially exercise their over-allotment option on November 13, 2019. As such, on November 13, 2019 the Company consummated the sale of an additional 1,001,552 Units, at $10.00 per Unit, and the sale of an additional 200,311 Private Warrants, at $1.00 per Private Warrant, generating total gross proceeds of $10,215,831. A total of $10,015,520 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $130,015,520. Transaction costs amounted to $3,412,939 consisting of $2,600,311 of underwriting fees and $812,628 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding 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 in connection with a stockholder meeting called to approve the Business Combination. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations and up to $250,000 per 12-month period for working capital needs). 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 a majority of the shares voted are voted in favor of the Business Combination. The Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules. The Company’s Sponsor and EarlyBirdCapital have agreed to vote their Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination and not to convert any shares in connection with a stockholder vote to approve 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 do not vote at all. The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and any Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder 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 their shares 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 originally had until November 7, 2021 to consummate a Business Combination. On October 29, 2021 the Company’s stockholders voted to extend the date in which the Company has to consummate a business combination to December 31, 2021 (the “Combination Period”). As a result of the extension, holders of an aggregate of 1,389,867 shares of Merida’s common stock exercised their right to redeem their shares for an aggregate of approximately $13.9 million in cash. If the Company is unable to complete a Business Combination within the Combination Period or it is not otherwise extended by stockholders again, 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, 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, Merida Manager III LLC, the general partner of 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 IPO 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, Merida Manager III LLC will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that Merida Manager III LLC will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. 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 closing of a Business Combination, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Going Concern As of September 30, 2021, the Company had $101,541 in its operating bank accounts, $130,203,176 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and a working capital deficit of $323,121. The Company intends to complete a Business Combination by December 31, 2021. However, in the absence of a completed Business Combination, the Company may require additional capital. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company's assessment of going concern considerations in accordance with Financial Accounting Standard Board's Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern,” the Company has until December 31, 2021 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 31, 2021. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Restatement of Previously Issued Financial Statements | Note 2 — Restatement of Previously Issued Financial Statements In connection with the preparation of the Company's condensed financial statements as of September 30, 2021 and in accordance with the SEC and its staff’s guidance on redeemable equity instruments, 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, management determined it should restate its previously reported condensed financial statements. The Company had previously determined the shares of Common Stock subject to possible redemption to be equal to the redemption value of $10.00 per share of Common Stock while also taking into consideration that a redemption cannot result in net tangible assets being less than $5,000,001. Management has also determined that the shares of Common Stock issued in connection with the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management has concluded that the redemption value should include all the shares of Common Stock subject to possible redemption, resulting in the shares of Common Stock subject to possible redemption being equal to their redemption value. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the changes and has determined that the related impact was material to previously presented financial statements. As a result, management has noted a restatement related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the shares of Common Stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and the shares of Common Stock. The revision do not result in any change in the Company’s total assets, liabilities or operating results. The impact of the restatement on the Company’s financial statements is reflected in the following table: Balance Sheet as of November 7, 2019 (audited) As Previously Adjustment As Restated Common stock subject to possible redemption $ 112,525,160 $ 7,474,840 $ 120,000,000 Common stock $ 432 $ (75 ) $ 357 Additional paid-in capital $ 5,020,136 $ (5,020,136 ) $ — Accumulated deficit $ (20,567 ) $ (2,454,196 ) $ (2,475,196 ) Total stockholders’ equity (deficit) $ 5,000,001 $ (7,474,840 ) $ (2,474,839 ) Number of shares subject to redemption 11,252,516 747,484 12,000,000 Balance Sheet as of December 31, 2019 (audited) Common stock subject to possible redemption $ 123,705,148 $ 6,492,214 $ 130,197,362 Common stock $ 402 $ (65 ) $ 337 Additional paid-in capital $ 3,693,446 $ (3,693,446 ) $ — Accumulated deficit $ 1,306,153 $ (2,798,703 ) $ (1,492,550 ) Total stockholders’ equity (deficit) $ 5,000,001 $ (6,492,214 ) $ (1,492,513 ) Number of shares subject to redemption 12,353,237 648,315 13,001,552 Balance Sheet as of March 31, 2020 (unaudited) Common stock subject to possible redemption $ 124,081,469 $ 6,452,799 $ 130,534,268 Common stock $ 402 $ (65 ) $ 337 Additional paid-in capital $ 3,317,125 $ (3,317,125 ) $ — Accumulated deficit $ 1,682,483 $ (3,135,609 ) $ (1,453,126 ) Total stockholders’ equity (deficit) $ 5,000,010 $ (6,452,799 ) $ (1,452,789 ) Number of shares subject to redemption 12,358,836 642,716 13,001,552 Balance Sheet as of June 30, 2020 (unaudited) Common stock subject to possible redemption $ 123,982,509 $ 6,553,480 $ 130,535,989 Common stock $ 403 $ (66 ) $ 337 Additional paid-in capital $ 3,416,084 $ (3,416,084 ) $ — Accumulated deficit $ 1,583,517 $ (3,137,330 ) $ (1,553,813 ) Total stockholders’ equity (deficit) $ 5,000,004 $ (6,553,480 ) $ (1,553,476 ) Number of shares subject to redemption 12,358,836 642,716 13,001,552 Balance Sheet as of September 30, 2020 (unaudited) Common stock subject to possible redemption $ 123,698,687 $ 6,829,335 $ 130,528,022 Common stock $ 405 $ (68 ) $ 337 Additional paid-in capital $ 3,699,904 $ (3,699,904 ) $ — Accumulated deficit $ 1,299,693 $ (3,129,363 ) $ (1,829,670 ) Total stockholders’ equity (deficit) $ 5,000,002 $ (6,829,335 ) $ (1,829,333 ) Number of shares subject to redemption 12,321,300 680,252 13,001,552 Balance Sheet as of December 31, 2020 (audited) Common stock subject to possible redemption $ 121,831,059 $ 8,713,900 $ 130,544,959 Common stock $ 424 $ (87 ) $ 337 Additional paid-in capital $ 5,567,513 $ (5,567,513 ) $ — Accumulated deficit $ (567,927 ) $ (3,146,300 ) $ (3,714,227 ) Total stockholders’ equity (deficit) $ 5,000,010 $ (8,713,900 ) $ (3,713,890 ) Number of shares subject to redemption 12,133,696 867,856 13,001,552 Balance Sheet as of March 31, 2021 (unaudited) Common stock subject to possible redemption $ 120,945,058 $ 9,371,001 $ 130,316,059 Common stock $ 430 $ (93 ) $ 337 Additional paid-in capital $ 6,453,508 $ (6,453,508 ) $ — Accumulated deficit $ (1,453,933 ) $ (2,917,400 ) $ (4,371,333 ) Total stockholders’ equity (deficit) $ 5,000,005 $ (9,371,001 ) $ (4,370,996 ) Number of shares subject to redemption 12,066,613 934,939 13,001,552 Balance Sheet as of June 30, 2021 (unaudited) Common stock subject to possible redemption $ 120,514,260 $ 9,710,295 $ 130,224,555 Common stock $ 435 $ (98 ) $ 337 Additional paid-in capital $ 6,884,301 $ (6,884,301 ) $ — Accumulated deficit $ (1,884,733 ) $ (2,825,896 ) $ (4,710,629 ) Total stockholders’ equity (deficit) $ 5,000,003 $ (9,710,295 ) $ (4,710,292 ) Number of shares subject to redemption 12,032,081 969,471 13,001,552 Condensed Statement of Changes in Stockholders’ Equity (Deficit) as of December 31, 2019 (audited) Sale of 13,001,552 Units, net of underwriting discount and offering expenses $ 126,622,527 $ (126,622,527 ) $ — Initial value of common stock subject to redemption at IPO $ (123,705,148 ) $ 123,705,148 $ — Accretion for common stock to redemption amount $ — $ (3,574,835 ) $ (3,574,835 ) Condensed Statement of Changes in Stockholders’ Equity (Deficit) as of March 31, 2020 (unaudited) Change in value of common stock subject to redemption $ (376,321 ) $ 376,321 $ — Accretion for common stock to redemption amount $ — $ (336,906 ) $ (336,906 ) Condensed Statement of Changes in Stockholders’ Equity (Deficit) as of June 30, 2020 (unaudited) Change in value of common stock subject to redemption $ 98,960 $ (98,960 ) $ — Accretion for common stock to redemption amount $ — $ (1,721 ) $ (1,721 ) Condensed Statement of Changes in Stockholders’ Equity (Deficit) as of September 30, 2020 (unaudited) Change in value of common stock subject to redemption $ 283,822 $ (283,822 ) $ — Accretion for common stock to redemption amount $ — $ 7,967 $ 7,967 Condensed Statement of Changes in Stockholders’ Equity (Deficit) as of December 31, 2020 (unaudited) Change in value of common stock subject to redemption $ 1,867,628 $ (1,867,628 ) $ — Accretion for common stock to redemption amount $ — $ (16,937 ) $ (16,937 ) Condensed Statement of Changes in Stockholders’ Equity (Deficit) as of March 31, 2021 (unaudited) Change in value of common stock subject to redemption $ 886,001 $ (886,001 ) $ — Accretion for common stock to redemption amount $ — $ 228,900 $ 228,900 Condensed Statement of Changes in Stockholders’ Equity (Deficit) as of June 30, 2021 (unaudited) Change in value of common stock subject to redemption $ 430,798 $ (430,798 ) $ — Accretion for common stock to redemption amount $ — $ 91,504 $ 91,504 Statement of Cash Flows for the Period from June 20, 2019 (inception) to December 31, 2019 (audited) Initial classification of common stock subject to possible redemption $ 122,378,428 $ 7,637,092 $ 130,015,520 In connection with the change in presentation for the common stock subject to redemption, the Company also restated its income (loss) per common share calculated to allocate net income (loss), with all allocated to common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. There is no impact to the reported amounts for total assets, total liabilities, cash flows, or net income (loss). The impact of this restatement on the Company’s financial statements is reflected in the following table: Statement of Operations for the period from June 20, 2019 As Previously Reported Adjustment As Restated Weighted average shares outstanding, Common Stock subject to possible redemption 12,128,362 $ (7,617,397 ) $ 4,510,965 Basic and diluted net income per share, Common Stock subject to possible redemption $ 0.01 $ 0.16 $ 0.17 Weighted average shares outstanding, Common Stock 3,394,029 (246,439 ) 3,147,590 Basic and diluted net loss per share, Common Stock $ 0.33 $ (0.16 ) $ 0.17 Statement of Operations for the three months ended March 31, 2020 (unaudited) Weighted average shares outstanding, Common Stock subject to possible redemption 12,353,237 $ (648,315 ) $ 13,001,552 Basic and diluted net income per share, Common Stock subject to possible redemption $ 0.04 $ (0.02 ) $ 0.02 Weighted average shares outstanding, Common Stock 4,018,703 (648,315 ) 3,370,388 Basic and diluted net loss per share, Common Stock $ (0.04 ) $ 0.06 $ 0.02 Statement of Operations for the six months ended June 30, 2020 (unaudited) Weighted average shares outstanding, Common Stock subject to possible redemption 12,356,037 $ 645,515 $ 13,001,552 Basic and diluted net income per share, Common Stock subject to possible redemption $ 0.04 $ (0.02 ) $ 0.02 Weighted average shares outstanding, Common Stock 4,015,904 (645,516 ) 3,370,388 Basic and diluted net loss per share, Common Stock $ (0.06 ) $ 0.08 $ 0.02 Statement of Operations for the nine months ended September 30, 2020 (unaudited) Weighted average shares outstanding, Common Stock subject to possible redemption 12,353,612 $ 647,940 $ 13,001,552 Basic and diluted net income per share, Common Stock subject to possible redemption $ 0.05 $ (0.05 ) $ — Weighted average shares outstanding, Common Stock 4,018,328 (647,940 ) 3,370,388 Basic and diluted net loss per share, Common Stock $ (0.14 ) $ 0.14 $ — Statement of Operations for the year ended December 31, 2020 (audited) Weighted average shares outstanding, Common Stock subject to possible redemption 12,345,490 $ 656,062 $ 13,001,552 Basic and diluted net income per share, Common Stock subject to possible redemption $ 0.05 $ (0.16 ) $ (0.11 ) Weighted average shares outstanding, Common Stock 4,026,450 (656,026 ) 3,370,388 Basic and diluted net loss per share, Common Stock $ (0.60 ) $ 0.49 $ (0.11 ) Statement of Operations for the three months ended March 31, 2021 (unaudited) Weighted average shares outstanding, Common Stock subject to possible redemption 12,133,696 $ 867,856 $ 13,001,552 Basic and diluted net income per share, Common Stock subject to possible redemption $ (0.02 ) $ (0.03 ) $ (0.05 ) Weighted average shares outstanding, Common Stock 4,238,244 (867,856 ) 3,370,388 Basic and diluted net loss per share, Common Stock $ (0.15 ) $ 0.10 $ (0.05 ) Statement of Operations for the three months ended June 30, 2021 (unaudited) Weighted average shares outstanding, Common Stock subject to possible redemption 12,066,613 $ 934,939 $ 13,001,552 Basic and diluted net income per share, Common Stock subject to possible redemption $ — $ (0.03 ) $ (0.03 ) Weighted average shares outstanding, Common Stock 4,305,327 (934,939 ) 3,370,388 Basic and diluted net loss per share, Common Stock $ (0.10 ) $ 0.07 $ (0.03 ) Statement of Operations for the six months ended June 30, 2021 (unaudited) Weighted average shares outstanding, Common Stock subject to possible redemption 12,099,969 $ 901,583 ) $ 13,001,552 Basic and diluted net income per share, Common Stock subject to possible redemption $ — $ (0.08 ) $ (0.08 ) Weighted average shares outstanding, Common Stock 4,271,971 (901,583 ) 3,370,388 Basic and diluted net loss per share, Common Stock $ (0.31 ) $ 0.23 $ (0.08 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020 as filed with the SEC on July 26, 2021, which contains the audited financial statements and notes thereto. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. 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 statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed consolidated 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. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and 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 September 30, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At September 30, 2021 and December 31, 2020, the assets held in the Trust Account were substantially held in money market funds. During the three and nine months ended September 30, 2021, the Company withdrew $39,410 and $505,408 of the interest earned on the Trust Account to pay for its franchise taxes and for working capital needs, respectively. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2021, the Common Stock reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 130,015,520 Less: Common stock issuance costs $ (3,392,993 ) Plus: Accretion of carrying value to redemption value $ 3,922,432 Common stocks subject to possible redemption, December 31, 2020 $ 130,544,959 Plus: Accretion of carrying value to redemption value $ (382,583 ) Common stocks subject to possible redemption, September 30, 2021 $ 130,162,376 Warrant Liability The Company accounts for the Private Warrants in accordance with the guidance contained in ASC 815-40 under which the Private Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, 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 the statements of operations. The Private Warrants are valued using a binomial lattice model. Public Warrants are treated as equity and therefore require no fair value adjustment. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s current taxable income primarily consists of inte nine months ended September 30, 2021 due to the change in fair value of warrant liabilities which are not currently Net Loss Per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Accretion associated with the redeemable shares of common stock is excluded from net income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per common 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 10,451,087 shares of common stock in the aggregate. As of September 30, 2021 and 2020, 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 loss per common share is the same as basic net loss per common share for the periods presented (Restated- see Note 2). The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Allocation of net loss, common stock subject to redemption $ (2,293,082 ) $ (225,395 ) $ (3,338,806 ) $ (5,130 ) Weighted average shares outstanding, common stock subject to possible redemption 13,001,552 13,001,552 13,001,552 13,001,552 Basic and diluted net income per share, common stock subject to possible redemption $ (0.18 ) $ (0.02 ) $ (0.26 ) $ (0.00 ) Allocation of net loss, common stock $ (594,435 ) $ (58,429 ) $ (865,517 ) $ (1,330 ) Weighted average shares outstanding, common stock 3,370,388 3,370,388 3,370,388 3,370,388 Basic and diluted net loss per share, common stock $ (0.18 ) $ (0.02 ) $ (0.26 ) $ (0.00 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amount represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature, except for the Private Warrants (see Note 10). Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 — “Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”)”, to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Regulated Operations [Abstract] | |
Initial Public Offering | Note 4 — Initial Public Offering Pursuant to the IPO, the Company sold 13,001,552 Units at a price of $10.00 per Unit, inclusive of 1,001,552 Units sold to the underwriters on November 13, 2019 upon the underwriters’ election to partially exercise their over-allotment option. Each Unit consists of one share of common stock and one-half of one warrant (“Public”). 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 9). |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2021 | |
Private Placement [Abstract] | |
Private Placement | Note 5 — Private Placement Simultaneously with the closing of the IPO, Merida Holdings, LLC and EarlyBirdCapital purchased an aggregate of 3,750,000 Private Warrants at a price of $1.00 per Private Warrant for an aggregate purchase price of $3,750,000, in a private placement that occurred simultaneously with the closing of the IPO. On November 13, 2019, in connection with the underwriters’ election to partially exercise their over-allotment option, the Company sold an additional aggregate of 200,311 Private Warrants to Merida Holdings, LLC and EarlyBirdCapital, at a price of $1.00 per Private Warrant, generating gross proceeds of $200,311. Each whole Private Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share. The proceeds from the Private Warrants were added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Warrants and all underlying securities will expire worthless. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 — Related Party Transactions Founder Shares In August 2019, the Sponsor purchased 2,875,000 shares (the “Founder Shares”) of the Company’s common stock for an aggregate price of $25,000. On November 4, 2019, the Company effected a stock dividend of 0.2 shares for each share outstanding, resulting in an aggregate of 3,450,000 Founder Shares being held by the Sponsor. All share and per-share amounts have been retroactively restated to reflect the stock dividend. The Founder Shares included an aggregate of up to 199,612 shares that were subject to forfeiture by the Sponsor following the underwriter’s election to partially exercise its over-allotment option. The underwriters’ remaining over-allotment option expired unexercised and, as a result, 199,612 Founder Shares were forfeited and 250,388 Founder Shares are no longer subject to forfeiture, resulting in an aggregate of 3,250,388 Founder Share shares outstanding as of December 31, 2019. 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. Administrative Support Agreement The Company entered into an agreement on November 4, 2019, as amended on November 26, 2019, whereby, commencing on November 4, 2019 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will pay Merida Manager III LLC a total of $5,000 per month for office space, utilities and secretarial and administrative support. For the three and nine months ended September 30, 2021 and 2020, the Company incurred $15,000 and $45,000, respectively, in fees for these services, of which $50,000 and $5,000 was included in accounts payable and accrued expenses in the accompanying balance sheets as of September 30, 2021 and December 31, 2020, respectively. Advances — Related Party In anticipation of the underwriters’ election to fully exercise their over-allotment option, the Sponsor advanced the Company an additional $41,458 to cover the purchase of the additional Private Warrants. As of September 30, 2021 and December 31, 2020, advances of $16,458 were outstanding and due on demand. Promissory Note — Related Party On August 6, 2019, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company borrowed an aggregate principal amount of $100,569 under the Promissory Note. The Promissory Note was non-interest bearing and payable on the earlier of (i) September 30, 2020, (ii) the consummation of the IPO or (iii) the date on which the Company determined not to proceed with the IPO. $339 remained under the Promissory Note at September 30, 2021 and December 31, 2020, respectively, which is currently due on demand. 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 be repaid upon consummation of a Business Combination, without interest or be converted into warrants at the approval of the shareholders of the Maker or target business. As of September 30, 2021 and December 31, 2020, there is $400,000 outstanding under the Working Capital Loans, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7 — Commitments and Contingencies Registration Rights Pursuant to a registration rights agreement entered into on November 4, 2019, the holders of the Founder Shares, Representative Shares, Private Warrants, and any warrants that may be issued in payment of Working Capital Loans (and all underlying securities) are 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 Warrants or 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 IPO. 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 IPO. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day to purchase up to 1,800,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On November 13, 2019, the underwriters partially exercised their over-allotment option to purchase an additional 1,001,552 Units at $10.00 per Unit, leaving 798,448 Units available for a purchase price of $10.00 per Unit. 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 stockholders 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 stockholder 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 3.5% of the gross proceeds of IPO, or an aggregate of $4,550,543 (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. Merger Agreement The Company has entered into an Agreement and Plan of Merger, dated August 9, 2021 and amended September 8, 2021 (the “Merger Agreement”), by and among the Company, Merida Merger Sub, Inc., a Washington corporation and wholly-owned subsidiary of Merida (“First Merger Sub”), Merida Merger Sub II, LLC, a Washington limited liability company and wholly-owned subsidiary of Merida (“Second Merger Sub”), and Leafly Holdings, Inc., a Washington corporation (“Leafly”). Pursuant to the Merger Agreement, among other things the parties will undertake the following transactions (collectively, the “Transactions”): (i) First Merger Sub will merge with and into Leafly, with Leafly surviving such merger (“First Merger”), and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, Leafly will merge with and into Second Merger Sub, with Second Merger Sub surviving such merger (the “Second Merger”) and being a wholly-owned subsidiary of the Company. Pursuant to the Merger Agreement, the aggregate value of the consideration (prior to giving effect to the earnout consideration described below) to be paid to Leafly’s securityholders is $385 million, as follows: (a) each share of Class 1 common stock of Leafly, par value $0.0001 per share, each share of Class 2 common stock of Leafly, par value $0.0001 per share, and each share of Class 3 common stock of Leafly, par value $0.0001 per share (collectively, the “Leafly Common Stock”), issued and outstanding immediately prior to the First Merger (including shares of Leafly Common Stock issued upon the conversion of the Notes) will be converted into the right to receive a number of shares of common stock of the Company, par value $0.0001 per share (“Merida Common Stock”) equal to the Exchange Ratio (as defined below), and (b) each share of Leafly Series A preferred stock, par value $0.0001 per share (“Leafly Preferred Stock”), issued and outstanding immediately prior to the First Merger will be converted into the right to receive a number of shares of the Company’s Common Stock equal to the Exchange Ratio multiplied by the number of shares of Leafly Common Stock issuable upon conversion of such shares of Leafly Preferred Stock. The “Exchange Ratio” is the quotient of (i) 38,500,000 shares of Merida Common Stock, divided by (ii) the adjusted fully diluted shares of Leafly Common Stock outstanding immediately prior to the completion of the First Merger (taking into account the number of shares of Leafly Common Stock issuable upon the conversion of the Leafly Preferred Stock and Notes and upon exercise of outstanding stock options of Leafly, assuming for the purposes of this definition that all such Company Stock Options are fully vested and exercised on a net exercise basis. Each option of Leafly that is outstanding immediately prior to the Closing will automatically convert to an option to acquire an adjusted number of shares of Merida Common Stock at an adjusted exercise price, in each case, pursuant to the terms of the Merger Agreement. Concurrently with the execution of the Merger Agreement, the Company, the Sponsor, and Leafly entered into an agreement (“Sponsor Agreement”) providing (a) for the forfeiture of such number of shares of Merida Common Stock held by the Sponsor (such shares, the “Forfeited Shares”) equal to the quotient of the amount by which Merida’s transaction expenses exceed $6.5 million divided by $10.00, provided, that variable fees paid or required to be paid to capital markets advisory firms engaged by Parent will not be included for purposes of determining whether Merida’s transaction expenses exceed $6.5 million, (b) for The Company, the Sponsor, and Continental Stock Transfer & Trust Company to enter into an amendment to the existing stock escrow agreement providing for the forfeiture and cancellation of the Forfeited Shares and that the remaining shares held in escrow will be released or forfeited, as the case may be, upon the satisfaction or failure to satisfy certain earnout conditions, and for such shares to be subject to a six month lock-up. The Merger Agreement may be terminated by either the Company or Leafly with mutual written notice at any time. If the closing has not occurred by February 5, 2022 (“Termination Date”), Leafly by way of written notice may terminate the Merger Agreement. The Merger Agreement can be terminated by Leafly or the Comany by way of written notice if either Leafly or the Company breach any conditions of the Merger Agreement. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 8 — Stockholders’ Equity Preferred Stock — Common Stock Representative Shares In August 2019, the Company issued to EarlyBirdCapital and its designees the 120,000 Representative Shares (as adjusted for the stock dividend described above). The Company accounted for the Representative Shares as an offering cost of the IPO, with a corresponding credit to stockholder’s equity. The Company estimated the fair value of Representative Shares to be $910 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 IPO pursuant to Rule 5110(g)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the IPO, 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 IPO except to any underwriter and selected dealer participating in the IPO and their bona fide officers or partners. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Warrants [Abstract] | |
Warrants | Note 9 — Warrants As of September 30, 2021 and December 31, 2020, there were 6,500,776 Public Warrants outstanding. Each Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the IPO. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● 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 commencing after the warrants become exercisable and 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. As of September 30, 2021 and December 31, 2020, there were 3,950,311 Private Warrants outstanding. The Private Warrants are identical to the Public Warrants underlying the Units sold in the IPO, 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 $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor, initial stockholders or their affiliates, without taking into account any Founder’s 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 $9.20 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. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10 — 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 liabilities that are measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, December 31, Assets: Cash and marketable securities held in Trust Account 1 $ 130,203,176 $ 130,681,047 Liabilities: Warrant Liability – Private Warrants 3 $ 7,229,069 $ 3,950,311 As of September 30, 2021 and December 31, 2020, the Company had 3,950,311 Private Warrants outstanding. 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 in the statements of operations. The Private Warrants were initially valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. 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 valuation dates was implied from the Company’s own Public Warrant pricing. At September 30, 2021 Private Warrants were valued at $1.83 per warrant. The following table presents the quantitative information regarding Level 3 fair value measurements of the warrant liability: September 30, December 31, Exercise price $ 11.50 $ 11.50 Stock price $ 9.99 $ 10.20 Volatility 18.3 % 17.2 % Term 5.00 5.00 Risk-free rate 0.90 % 0.29 % Dividend yield 0.0 % 0.0 % The following table presents the changes in the fair value of warrant liabilities: Private Fair value as of December 31, 2020 $ 3,950,311 Change in fair value 711,056 Fair value as of March 31, 2021 4,661,367 Change in fair value 118,509 Fair value as of June 30, 2021 4,779,876 Change in fair value 2,449,193 Fair value as of September 30, 2021 $ 7,229,069 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the three and nine months ended September 30, 2021. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than the below. On October 13, 2021, the Company issued an unsecured promissory note in the amount of $400,000 to the Sponsor (the “Promissory Note”), pursuant to which the Company borrowed an aggregate principal amount of $400,000 under the Promissory Note. The Promissory Note is non-interest bearing and payable prior to the consummation of a business combination. On October 29, 2021 the Company’s stockholders voted to extend the date in which the Company has to consummate a business combination to December 31, 2021. Holders of an aggregate of 1,389,867 shares of Merida’s common stock exercised their right to redeem their shares for an aggregate of approximately $13.9 million in cash. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020 as filed with the SEC on July 26, 2021, which contains the audited financial statements and notes thereto. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. |
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 statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated 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. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and 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 September 30, 2021 and December 31, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2021 and December 31, 2020, the assets held in the Trust Account were substantially held in money market funds. During the three and nine months ended September 30, 2021, the Company withdrew $39,410 and $505,408 of the interest earned on the Trust Account to pay for its franchise taxes and for working capital needs, respectively. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2021, the Common Stock reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 130,015,520 Less: Common stock issuance costs $ (3,392,993 ) Plus: Accretion of carrying value to redemption value $ 3,922,432 Common stocks subject to possible redemption, December 31, 2020 $ 130,544,959 Plus: Accretion of carrying value to redemption value $ (382,583 ) Common stocks subject to possible redemption, September 30, 2021 $ 130,162,376 |
Warrant Liability | Warrant Liability The Company accounts for the Private Warrants in accordance with the guidance contained in ASC 815-40 under which the Private Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, 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 the statements of operations. The Private Warrants are valued using a binomial lattice model. Public Warrants are treated as equity and therefore require no fair value adjustment. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s current taxable income primarily consists of inte nine months ended September 30, 2021 due to the change in fair value of warrant liabilities which are not currently |
Net Loss Per Common Share | Net Loss Per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Accretion associated with the redeemable shares of common stock is excluded from net income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per common 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 10,451,087 shares of common stock in the aggregate. As of September 30, 2021 and 2020, 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 loss per common share is the same as basic net loss per common share for the periods presented (Restated- see Note 2). The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Allocation of net loss, common stock subject to redemption $ (2,293,082 ) $ (225,395 ) $ (3,338,806 ) $ (5,130 ) Weighted average shares outstanding, common stock subject to possible redemption 13,001,552 13,001,552 13,001,552 13,001,552 Basic and diluted net income per share, common stock subject to possible redemption $ (0.18 ) $ (0.02 ) $ (0.26 ) $ (0.00 ) Allocation of net loss, common stock $ (594,435 ) $ (58,429 ) $ (865,517 ) $ (1,330 ) Weighted average shares outstanding, common stock 3,370,388 3,370,388 3,370,388 3,370,388 Basic and diluted net loss per share, common stock $ (0.18 ) $ (0.02 ) $ (0.26 ) $ (0.00 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amount represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature, except for the Private Warrants (see Note 10). |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 — “Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”)”, to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of restatement on the Company’s financial statements | Balance Sheet as of November 7, 2019 (audited) As Previously Adjustment As Restated Common stock subject to possible redemption $ 112,525,160 $ 7,474,840 $ 120,000,000 Common stock $ 432 $ (75 ) $ 357 Additional paid-in capital $ 5,020,136 $ (5,020,136 ) $ — Accumulated deficit $ (20,567 ) $ (2,454,196 ) $ (2,475,196 ) Total stockholders’ equity (deficit) $ 5,000,001 $ (7,474,840 ) $ (2,474,839 ) Number of shares subject to redemption 11,252,516 747,484 12,000,000 Balance Sheet as of December 31, 2019 (audited) Common stock subject to possible redemption $ 123,705,148 $ 6,492,214 $ 130,197,362 Common stock $ 402 $ (65 ) $ 337 Additional paid-in capital $ 3,693,446 $ (3,693,446 ) $ — Accumulated deficit $ 1,306,153 $ (2,798,703 ) $ (1,492,550 ) Total stockholders’ equity (deficit) $ 5,000,001 $ (6,492,214 ) $ (1,492,513 ) Number of shares subject to redemption 12,353,237 648,315 13,001,552 Balance Sheet as of March 31, 2020 (unaudited) Common stock subject to possible redemption $ 124,081,469 $ 6,452,799 $ 130,534,268 Common stock $ 402 $ (65 ) $ 337 Additional paid-in capital $ 3,317,125 $ (3,317,125 ) $ — Accumulated deficit $ 1,682,483 $ (3,135,609 ) $ (1,453,126 ) Total stockholders’ equity (deficit) $ 5,000,010 $ (6,452,799 ) $ (1,452,789 ) Number of shares subject to redemption 12,358,836 642,716 13,001,552 Balance Sheet as of June 30, 2020 (unaudited) Common stock subject to possible redemption $ 123,982,509 $ 6,553,480 $ 130,535,989 Common stock $ 403 $ (66 ) $ 337 Additional paid-in capital $ 3,416,084 $ (3,416,084 ) $ — Accumulated deficit $ 1,583,517 $ (3,137,330 ) $ (1,553,813 ) Total stockholders’ equity (deficit) $ 5,000,004 $ (6,553,480 ) $ (1,553,476 ) Number of shares subject to redemption 12,358,836 642,716 13,001,552 Balance Sheet as of September 30, 2020 (unaudited) Common stock subject to possible redemption $ 123,698,687 $ 6,829,335 $ 130,528,022 Common stock $ 405 $ (68 ) $ 337 Additional paid-in capital $ 3,699,904 $ (3,699,904 ) $ — Accumulated deficit $ 1,299,693 $ (3,129,363 ) $ (1,829,670 ) Total stockholders’ equity (deficit) $ 5,000,002 $ (6,829,335 ) $ (1,829,333 ) Number of shares subject to redemption 12,321,300 680,252 13,001,552 Balance Sheet as of December 31, 2020 (audited) Common stock subject to possible redemption $ 121,831,059 $ 8,713,900 $ 130,544,959 Common stock $ 424 $ (87 ) $ 337 Additional paid-in capital $ 5,567,513 $ (5,567,513 ) $ — Accumulated deficit $ (567,927 ) $ (3,146,300 ) $ (3,714,227 ) Total stockholders’ equity (deficit) $ 5,000,010 $ (8,713,900 ) $ (3,713,890 ) Number of shares subject to redemption 12,133,696 867,856 13,001,552 Balance Sheet as of March 31, 2021 (unaudited) Common stock subject to possible redemption $ 120,945,058 $ 9,371,001 $ 130,316,059 Common stock $ 430 $ (93 ) $ 337 Additional paid-in capital $ 6,453,508 $ (6,453,508 ) $ — Accumulated deficit $ (1,453,933 ) $ (2,917,400 ) $ (4,371,333 ) Total stockholders’ equity (deficit) $ 5,000,005 $ (9,371,001 ) $ (4,370,996 ) Number of shares subject to redemption 12,066,613 934,939 13,001,552 Balance Sheet as of June 30, 2021 (unaudited) Common stock subject to possible redemption $ 120,514,260 $ 9,710,295 $ 130,224,555 Common stock $ 435 $ (98 ) $ 337 Additional paid-in capital $ 6,884,301 $ (6,884,301 ) $ — Accumulated deficit $ (1,884,733 ) $ (2,825,896 ) $ (4,710,629 ) Total stockholders’ equity (deficit) $ 5,000,003 $ (9,710,295 ) $ (4,710,292 ) Number of shares subject to redemption 12,032,081 969,471 13,001,552 Condensed Statement of Changes in Stockholders’ Equity (Deficit) as of December 31, 2019 (audited) Sale of 13,001,552 Units, net of underwriting discount and offering expenses $ 126,622,527 $ (126,622,527 ) $ — Initial value of common stock subject to redemption at IPO $ (123,705,148 ) $ 123,705,148 $ — Accretion for common stock to redemption amount $ — $ (3,574,835 ) $ (3,574,835 ) Condensed Statement of Changes in Stockholders’ Equity (Deficit) as of March 31, 2020 (unaudited) Change in value of common stock subject to redemption $ (376,321 ) $ 376,321 $ — Accretion for common stock to redemption amount $ — $ (336,906 ) $ (336,906 ) Condensed Statement of Changes in Stockholders’ Equity (Deficit) as of June 30, 2020 (unaudited) Change in value of common stock subject to redemption $ 98,960 $ (98,960 ) $ — Accretion for common stock to redemption amount $ — $ (1,721 ) $ (1,721 ) Condensed Statement of Changes in Stockholders’ Equity (Deficit) as of September 30, 2020 (unaudited) Change in value of common stock subject to redemption $ 283,822 $ (283,822 ) $ — Accretion for common stock to redemption amount $ — $ 7,967 $ 7,967 Condensed Statement of Changes in Stockholders’ Equity (Deficit) as of December 31, 2020 (unaudited) Change in value of common stock subject to redemption $ 1,867,628 $ (1,867,628 ) $ — Accretion for common stock to redemption amount $ — $ (16,937 ) $ (16,937 ) Condensed Statement of Changes in Stockholders’ Equity (Deficit) as of March 31, 2021 (unaudited) Change in value of common stock subject to redemption $ 886,001 $ (886,001 ) $ — Accretion for common stock to redemption amount $ — $ 228,900 $ 228,900 Condensed Statement of Changes in Stockholders’ Equity (Deficit) as of June 30, 2021 (unaudited) Change in value of common stock subject to redemption $ 430,798 $ (430,798 ) $ — Accretion for common stock to redemption amount $ — $ 91,504 $ 91,504 Statement of Cash Flows for the Period from June 20, 2019 (inception) to December 31, 2019 (audited) Initial classification of common stock subject to possible redemption $ 122,378,428 $ 7,637,092 $ 130,015,520 Statement of Operations for the period from June 20, 2019 As Previously Reported Adjustment As Restated Weighted average shares outstanding, Common Stock subject to possible redemption 12,128,362 $ (7,617,397 ) $ 4,510,965 Basic and diluted net income per share, Common Stock subject to possible redemption $ 0.01 $ 0.16 $ 0.17 Weighted average shares outstanding, Common Stock 3,394,029 (246,439 ) 3,147,590 Basic and diluted net loss per share, Common Stock $ 0.33 $ (0.16 ) $ 0.17 Statement of Operations for the three months ended March 31, 2020 (unaudited) Weighted average shares outstanding, Common Stock subject to possible redemption 12,353,237 $ (648,315 ) $ 13,001,552 Basic and diluted net income per share, Common Stock subject to possible redemption $ 0.04 $ (0.02 ) $ 0.02 Weighted average shares outstanding, Common Stock 4,018,703 (648,315 ) 3,370,388 Basic and diluted net loss per share, Common Stock $ (0.04 ) $ 0.06 $ 0.02 Statement of Operations for the six months ended June 30, 2020 (unaudited) Weighted average shares outstanding, Common Stock subject to possible redemption 12,356,037 $ 645,515 $ 13,001,552 Basic and diluted net income per share, Common Stock subject to possible redemption $ 0.04 $ (0.02 ) $ 0.02 Weighted average shares outstanding, Common Stock 4,015,904 (645,516 ) 3,370,388 Basic and diluted net loss per share, Common Stock $ (0.06 ) $ 0.08 $ 0.02 Statement of Operations for the nine months ended September 30, 2020 (unaudited) Weighted average shares outstanding, Common Stock subject to possible redemption 12,353,612 $ 647,940 $ 13,001,552 Basic and diluted net income per share, Common Stock subject to possible redemption $ 0.05 $ (0.05 ) $ — Weighted average shares outstanding, Common Stock 4,018,328 (647,940 ) 3,370,388 Basic and diluted net loss per share, Common Stock $ (0.14 ) $ 0.14 $ — Statement of Operations for the year ended December 31, 2020 (audited) Weighted average shares outstanding, Common Stock subject to possible redemption 12,345,490 $ 656,062 $ 13,001,552 Basic and diluted net income per share, Common Stock subject to possible redemption $ 0.05 $ (0.16 ) $ (0.11 ) Weighted average shares outstanding, Common Stock 4,026,450 (656,026 ) 3,370,388 Basic and diluted net loss per share, Common Stock $ (0.60 ) $ 0.49 $ (0.11 ) Statement of Operations for the three months ended March 31, 2021 (unaudited) Weighted average shares outstanding, Common Stock subject to possible redemption 12,133,696 $ 867,856 $ 13,001,552 Basic and diluted net income per share, Common Stock subject to possible redemption $ (0.02 ) $ (0.03 ) $ (0.05 ) Weighted average shares outstanding, Common Stock 4,238,244 (867,856 ) 3,370,388 Basic and diluted net loss per share, Common Stock $ (0.15 ) $ 0.10 $ (0.05 ) Statement of Operations for the three months ended June 30, 2021 (unaudited) Weighted average shares outstanding, Common Stock subject to possible redemption 12,066,613 $ 934,939 $ 13,001,552 Basic and diluted net income per share, Common Stock subject to possible redemption $ — $ (0.03 ) $ (0.03 ) Weighted average shares outstanding, Common Stock 4,305,327 (934,939 ) 3,370,388 Basic and diluted net loss per share, Common Stock $ (0.10 ) $ 0.07 $ (0.03 ) Statement of Operations for the six months ended June 30, 2021 (unaudited) Weighted average shares outstanding, Common Stock subject to possible redemption 12,099,969 $ 901,583 ) $ 13,001,552 Basic and diluted net income per share, Common Stock subject to possible redemption $ — $ (0.08 ) $ (0.08 ) Weighted average shares outstanding, Common Stock 4,271,971 (901,583 ) 3,370,388 Basic and diluted net loss per share, Common Stock $ (0.31 ) $ 0.23 $ (0.08 ) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted net loss per common share | Gross proceeds $ 130,015,520 Less: Common stock issuance costs $ (3,392,993 ) Plus: Accretion of carrying value to redemption value $ 3,922,432 Common stocks subject to possible redemption, December 31, 2020 $ 130,544,959 Plus: Accretion of carrying value to redemption value $ (382,583 ) Common stocks subject to possible redemption, September 30, 2021 $ 130,162,376 |
Schedule of basic and diluted net loss per common share | Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Allocation of net loss, common stock subject to redemption $ (2,293,082 ) $ (225,395 ) $ (3,338,806 ) $ (5,130 ) Weighted average shares outstanding, common stock subject to possible redemption 13,001,552 13,001,552 13,001,552 13,001,552 Basic and diluted net income per share, common stock subject to possible redemption $ (0.18 ) $ (0.02 ) $ (0.26 ) $ (0.00 ) Allocation of net loss, common stock $ (594,435 ) $ (58,429 ) $ (865,517 ) $ (1,330 ) Weighted average shares outstanding, common stock 3,370,388 3,370,388 3,370,388 3,370,388 Basic and diluted net loss per share, common stock $ (0.18 ) $ (0.02 ) $ (0.26 ) $ (0.00 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets are measured at fair value on a recurring basis | Description Level September 30, December 31, Assets: Cash and marketable securities held in Trust Account 1 $ 130,203,176 $ 130,681,047 Liabilities: Warrant Liability – Private Warrants 3 $ 7,229,069 $ 3,950,311 |
Schedule of quantitative information regarding Level 3 fair value measurements | September 30, December 31, Exercise price $ 11.50 $ 11.50 Stock price $ 9.99 $ 10.20 Volatility 18.3 % 17.2 % Term 5.00 5.00 Risk-free rate 0.90 % 0.29 % Dividend yield 0.0 % 0.0 % |
Schedule of changes in fair value of warrant liabilities | Private Fair value as of December 31, 2020 $ 3,950,311 Change in fair value 711,056 Fair value as of March 31, 2021 4,661,367 Change in fair value 118,509 Fair value as of June 30, 2021 4,779,876 Change in fair value 2,449,193 Fair value as of September 30, 2021 $ 7,229,069 |
Description of Organization, _2
Description of Organization, Business Operations and Going Concern (Details) - USD ($) | Nov. 13, 2019 | Nov. 07, 2019 | Sep. 30, 2021 | Dec. 31, 2020 |
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||
Generating gross proceeds | $ 130,015,520 | |||
Stock price (in Dollars per share) | $ 10 | $ 10 | ||
Transaction costs | $ 3,412,939 | |||
Other offering costs | $ 812,628 | |||
Aggregate fair market value, percentage | 80.00% | |||
Business combination owns or acquires, percentage | 50.00% | |||
Tax obligations | $ 250,000 | |||
Business combination net tangible assets | $ 5,000,001 | |||
Public share, percentage | 100.00% | |||
Aggregate of shares (in Shares) | 1,389,867 | |||
Aggregate of shares value | $ 13,900,000 | |||
Operating bank accounts | 101,541 | |||
Securities held in trust account | 130,203,176 | |||
Working capital deficit | $ 323,121 | |||
IPO [Member] | ||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||
Sale of IPO consumed (in Shares) | 12,000,000 | |||
Generating gross proceeds | $ 120,000,000 | |||
Net proceeds sales of units | $ 120,000,000 | |||
Sale of additional stock issued (in Shares) | 13,001,552 | |||
Private Placement [Member] | ||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||
Sale of IPO consumed (in Shares) | 200,311 | 3,750,000 | ||
Stock price (in Dollars per share) | $ 1 | $ 1 | ||
Gross proceeds from investors | $ 200,311 | $ 3,750,000 | ||
Over-Allotment Option [Member] | ||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||
Stock price (in Dollars per share) | $ 10 | |||
Sale of additional stock issued (in Shares) | 1,001,552 | |||
Gross proceeds from sale of stock | $ 10,215,831 | |||
Trust Account [Member] | ||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||
Stock price (in Dollars per share) | $ 10 | |||
Net proceeds sales of units | 10,015,520 | |||
Gross proceeds from sale of stock | $ 130,015,520 | |||
Underwriting Fees [Member] | ||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||
Transaction costs | $ 2,600,311 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) | 9 Months Ended |
Sep. 30, 2021USD ($)$ / shares | |
Condensed Financial Information Disclosure [Abstract] | |
Redemption value per share | $ / shares | $ 10 |
Net tangible assets | $ | $ 5,000,001 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on the Company’s financial statements - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2020 | Nov. 07, 2019 |
As Previously Reported [Member] | ||||||||||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||||||||||
Common stock subject to possible redemption | $ 120,514,260 | $ 120,945,058 | $ 121,831,059 | $ 123,698,687 | $ 123,982,509 | $ 124,081,469 | $ 123,705,148 | $ 120,514,260 | $ 120,945,058 | $ 124,081,469 | $ 120,514,260 | $ 123,982,509 | $ 123,705,148 | $ 123,698,687 | $ 121,831,059 | $ 112,525,160 |
Common stock | 435 | 430 | 424 | 405 | 403 | 402 | 402 | 435 | 430 | 402 | 435 | 403 | 402 | 405 | 424 | 432 |
Additional paid-in capital | 6,884,301 | 6,453,508 | 5,567,513 | 3,699,904 | 3,416,084 | 3,317,125 | 3,693,446 | 6,884,301 | 6,453,508 | 3,317,125 | 6,884,301 | 3,416,084 | 3,693,446 | 3,699,904 | 5,567,513 | 5,020,136 |
Accumulated deficit | (1,884,733) | (1,453,933) | (567,927) | 1,299,693 | 1,583,517 | 1,682,483 | 1,306,153 | (1,884,733) | (1,453,933) | 1,682,483 | (1,884,733) | 1,583,517 | 1,306,153 | 1,299,693 | (567,927) | (20,567) |
Total stockholders’ equity (deficit) | $ 5,000,003 | $ 5,000,005 | $ 5,000,010 | $ 5,000,002 | $ 5,000,004 | $ 5,000,010 | $ 5,000,001 | $ 5,000,003 | $ 5,000,005 | $ 5,000,010 | $ 5,000,003 | $ 5,000,004 | $ 5,000,001 | $ 5,000,002 | $ 5,000,010 | $ 5,000,001 |
Number of shares subject to redemption (in Shares) | 12,032,081 | 12,066,613 | 12,133,696 | 12,321,300 | 12,358,836 | 12,358,836 | 12,353,237 | 12,032,081 | 12,066,613 | 12,358,836 | 12,032,081 | 12,358,836 | 12,353,237 | 12,321,300 | 12,133,696 | 11,252,516 |
Sale of 13,001,552 Units, net of underwriting discount and offering expenses | $ 126,622,527 | |||||||||||||||
Initial value of common stock subject to redemption at IPO | (123,705,148) | |||||||||||||||
Accretion for common stock to redemption amount | ||||||||||||||||
Initial classification of common stock subject to possible redemption | $ 122,378,428 | |||||||||||||||
Weighted average shares outstanding, Common Stock subject to possible redemption (in Shares) | 12,066,613 | 12,133,696 | 12,353,237 | 12,099,969 | 12,356,037 | 12,128,362 | 12,353,612 | 12,345,490 | ||||||||
Basic and diluted net income per share, Common Stock subject to possible redemption (in Dollars per share) | $ 0.04 | $ 0.04 | $ 0.01 | $ 0.05 | $ 0.05 | |||||||||||
Weighted average shares outstanding of Common stock (in Shares) | 4,305,327 | 4,018,328 | ||||||||||||||
Weighted average shares outstanding, Common Stock (in Shares) | 4,238,244 | 4,018,703 | 4,271,971 | 4,015,904 | 3,394,029 | 4,026,450 | ||||||||||
Basic and diluted net income (loss) income per share, Common stock (in Dollars per share) | $ (0.02) | $ (0.06) | ||||||||||||||
Basic and diluted net loss per share, Common Stock (in Dollars per share) | $ (0.1) | $ (0.15) | $ (0.04) | $ (0.31) | $ 0.33 | $ (0.14) | $ (0.6) | |||||||||
Change in value of common stock subject to redemption | 430,798 | 886,001 | 1,867,628 | 283,822 | 98,960 | (376,321) | ||||||||||
Adjustment [Member] | ||||||||||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||||||||||
Common stock subject to possible redemption | 9,710,295 | 9,371,001 | 8,713,900 | 6,829,335 | 6,553,480 | 6,452,799 | 6,492,214 | $ 9,710,295 | $ 9,371,001 | $ 6,452,799 | $ 9,710,295 | $ 6,553,480 | $ 6,492,214 | $ 6,829,335 | $ 8,713,900 | $ 7,474,840 |
Common stock | (98) | (93) | (87) | (68) | (66) | (65) | (65) | (98) | (93) | (65) | (98) | (66) | (65) | (68) | (87) | (75) |
Additional paid-in capital | (6,884,301) | (6,453,508) | (5,567,513) | (3,699,904) | (3,416,084) | (3,317,125) | (3,693,446) | (6,884,301) | (6,453,508) | (3,317,125) | (6,884,301) | (3,416,084) | (3,693,446) | (3,699,904) | (5,567,513) | (5,020,136) |
Accumulated deficit | (2,825,896) | (2,917,400) | (3,146,300) | (3,129,363) | (3,137,330) | (3,135,609) | (2,798,703) | (2,825,896) | (2,917,400) | (3,135,609) | (2,825,896) | (3,137,330) | (2,798,703) | (3,129,363) | (3,146,300) | (2,454,196) |
Total stockholders’ equity (deficit) | $ (9,710,295) | $ (9,371,001) | $ (8,713,900) | $ (6,829,335) | $ (6,553,480) | $ (6,452,799) | $ (6,492,214) | $ (9,710,295) | $ (9,371,001) | $ (6,452,799) | $ (9,710,295) | $ (6,553,480) | $ (6,492,214) | $ (6,829,335) | $ (8,713,900) | $ (7,474,840) |
Number of shares subject to redemption (in Shares) | 969,471 | 934,939 | 867,856 | 680,252 | 642,716 | 642,716 | 648,315 | 969,471 | 934,939 | 642,716 | 969,471 | 642,716 | 648,315 | 680,252 | 867,856 | 747,484 |
Sale of 13,001,552 Units, net of underwriting discount and offering expenses | $ (126,622,527) | |||||||||||||||
Initial value of common stock subject to redemption at IPO | 123,705,148 | |||||||||||||||
Accretion for common stock to redemption amount | $ 91,504 | $ 228,900 | $ (16,937) | $ 7,967 | $ (1,721) | $ (336,906) | (3,574,835) | |||||||||
Initial classification of common stock subject to possible redemption | $ 7,637,092 | |||||||||||||||
Weighted average shares outstanding, Common Stock subject to possible redemption (in Shares) | 934,939 | 867,856 | (648,315) | 901,583 | 645,515 | (7,617,397) | 647,940 | 656,062 | ||||||||
Basic and diluted net income per share, Common Stock subject to possible redemption (in Dollars per share) | $ (0.02) | $ (0.02) | $ 0.16 | $ (0.05) | $ (0.16) | |||||||||||
Weighted average shares outstanding of Common stock (in Shares) | (934,939) | (647,940) | ||||||||||||||
Weighted average shares outstanding, Common Stock (in Shares) | (867,856) | (648,315) | (901,583) | (645,516) | (246,439) | (656,026) | ||||||||||
Basic and diluted net income (loss) income per share, Common stock (in Dollars per share) | $ (0.03) | $ (0.03) | $ (0.08) | $ 0.08 | ||||||||||||
Basic and diluted net loss per share, Common Stock (in Dollars per share) | $ 0.07 | $ 0.1 | $ 0.06 | $ 0.23 | $ (0.16) | $ 0.14 | $ 0.49 | |||||||||
Change in value of common stock subject to redemption | (430,798) | (886,001) | (1,867,628) | (283,822) | (98,960) | 376,321 | ||||||||||
As Restated [Member] | ||||||||||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||||||||||
Common stock subject to possible redemption | 130,224,555 | 130,316,059 | 130,544,959 | 130,528,022 | 130,535,989 | 130,534,268 | 130,197,362 | $ 130,224,555 | $ 130,316,059 | $ 130,534,268 | $ 130,224,555 | $ 130,535,989 | $ 130,197,362 | $ 130,528,022 | $ 130,544,959 | $ 120,000,000 |
Common stock | 337 | 337 | 337 | 337 | 337 | 337 | 337 | 337 | 337 | 337 | 337 | 337 | 337 | 337 | 337 | 357 |
Additional paid-in capital | ||||||||||||||||
Accumulated deficit | (4,710,629) | (4,371,333) | (3,714,227) | (1,829,670) | (1,553,813) | (1,453,126) | (1,492,550) | (4,710,629) | (4,371,333) | (1,453,126) | (4,710,629) | (1,553,813) | (1,492,550) | (1,829,670) | (3,714,227) | (2,475,196) |
Total stockholders’ equity (deficit) | $ (4,710,292) | $ (4,370,996) | $ (3,713,890) | $ (1,829,333) | $ (1,553,476) | $ (1,452,789) | $ (1,492,513) | $ (4,710,292) | $ (4,370,996) | $ (1,452,789) | $ (4,710,292) | $ (1,553,476) | $ (1,492,513) | $ (1,829,333) | $ (3,713,890) | $ (2,474,839) |
Number of shares subject to redemption (in Shares) | 13,001,552 | 13,001,552 | 13,001,552 | 13,001,552 | 13,001,552 | 13,001,552 | 13,001,552 | 13,001,552 | 13,001,552 | 13,001,552 | 13,001,552 | 13,001,552 | 13,001,552 | 13,001,552 | 13,001,552 | 12,000,000 |
Sale of 13,001,552 Units, net of underwriting discount and offering expenses | ||||||||||||||||
Initial value of common stock subject to redemption at IPO | ||||||||||||||||
Accretion for common stock to redemption amount | $ 91,504 | $ 228,900 | $ (16,937) | $ 7,967 | $ (1,721) | $ (336,906) | $ (3,574,835) | |||||||||
Initial classification of common stock subject to possible redemption | $ 130,015,520 | |||||||||||||||
Weighted average shares outstanding, Common Stock subject to possible redemption (in Shares) | 13,001,552 | 13,001,552 | 13,001,552 | 13,001,552 | 13,001,552 | 4,510,965 | 13,001,552 | 13,001,552 | ||||||||
Basic and diluted net income per share, Common Stock subject to possible redemption (in Dollars per share) | $ 0.02 | $ 0.02 | $ 0.17 | $ (0.11) | ||||||||||||
Weighted average shares outstanding of Common stock (in Shares) | 3,370,388 | 3,370,388 | ||||||||||||||
Weighted average shares outstanding, Common Stock (in Shares) | 3,370,388 | 3,370,388 | 3,370,388 | 3,370,388 | 3,147,590 | 3,370,388 | ||||||||||
Basic and diluted net income (loss) income per share, Common stock (in Dollars per share) | $ (0.03) | $ (0.05) | $ (0.08) | $ 0.02 | ||||||||||||
Basic and diluted net loss per share, Common Stock (in Dollars per share) | $ (0.03) | $ (0.05) | $ 0.02 | $ (0.08) | $ 0.17 | $ (0.11) | ||||||||||
Change in value of common stock subject to redemption |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021USD ($)shares | Sep. 30, 2021USD ($)shares | |
Accounting Policies [Abstract] | ||
Interest earned | $ 39,410 | $ 505,408 |
Statutory tax rate | 21.00% | |
(in Shares) | shares | 10,451,087 | 10,451,087 |
Federal depository insurance coverage | $ 250,000 | $ 250,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of common stock subject to possible redemption - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule of common stock subject to possible redemption [Abstract] | ||
Gross proceeds | $ 130,015,520 | |
Less: | ||
Common stock issuance costs | (3,392,993) | |
Plus: | ||
Accretion of carrying value to redemption value | $ (382,583) | 3,922,432 |
Common stocks subject to possible redemption | $ 130,162,376 | $ 130,544,959 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Schedule of basic and diluted net loss per common share [Abstract] | |||||
Allocation of net loss, common stock subject to redemption | $ (2,293,082) | $ (225,395) | $ (3,338,806) | $ (5,130) | |
Weighted average shares outstanding, common stock subject to possible redemption | [1] | 13,001,552 | 13,001,552 | 13,001,552 | 13,001,552 |
Basic and diluted net income per share, common stock subject to possible redemption | $ (0.18) | $ (0.02) | $ (0.26) | $ 0 | |
Allocation of net loss, common stock | $ (594,435) | $ (58,429) | $ (865,517) | $ (1,330) | |
Basic and diluted weighted average shares outstanding | 3,370,388 | 3,370,388 | 3,370,388 | 3,370,388 | |
Basic and diluted net loss per share, common stock | [1] | $ (0.18) | $ (0.02) | $ (0.26) | $ 0 |
[1] | Calculation of the weighted shares outstanding and earnings per share for previously reported quarters have been restated, (see Note 2) |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | Nov. 13, 2019 | Sep. 30, 2021 |
Initial Public Offering (Details) [Line Items] | ||
Conversion of stock, description | Each Unit consists of one share of common stock and one-half of one warrant (“Public”). | |
IPO [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sale of additional stock issued | 13,001,552 | |
Sale of stock price | $ 10 | |
Warrants to purchase, exercise price | $ 11.5 | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sale of additional stock issued | 1,001,552 |
Private Placement (Details)
Private Placement (Details) - Private Placement [Member] - USD ($) | Nov. 13, 2019 | Sep. 30, 2021 |
Private Placement (Details) [Line Items] | ||
Aggregate purchase shares | 200,311 | 3,750,000 |
Share issued price per shares | $ 1 | $ 1 |
Aggregate proceeds | $ 200,311 | $ 3,750,000 |
Private warrant description | Each whole Private Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Nov. 04, 2019 | Dec. 31, 2019 | Aug. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Aug. 06, 2019 |
Related Party Transactions (Details) [Line Items] | ||||||||
Stock issued shares (in Shares) | 2,875,000 | |||||||
Stock issued value | $ 25,000 | |||||||
Stock dividend (in Dollars per share) | $ 0.2 | |||||||
Share outstanding (in Shares) | 3,250,388 | |||||||
Office space utilities and secretarial and administrative support | $ 5,000 | |||||||
Incurred service fees | $ 15,000 | $ 45,000 | $ 50,000 | |||||
Accounts payable | $ 5,000 | |||||||
Additional cover to purchase additional private warrants | 41,458 | |||||||
Outstanding promissory note | 16,458 | $ 16,458 | 16,458 | |||||
Outstanding advances | $ 100,569 | |||||||
Promissory note payable, description | The Promissory Note was non-interest bearing and payable on the earlier of (i) September 30, 2020, (ii) the consummation of the IPO or (iii) the date on which the Company determined not to proceed with the IPO. $339 remained under the Promissory Note at September 30, 2021 and December 31, 2020, respectively, which is currently due on demand. | |||||||
Working capital loans | $ 400,000 | $ 400,000 | $ 400,000 | |||||
Sponsor [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Business combination, description | 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 $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after a Business Combination and, with respect to the remaining 50% of the Founder Shares, until the one year after the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. | |||||||
Founder Shares [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Stock issued shares (in Shares) | 3,450,000 | |||||||
Over-Allotment Option [Member] | Founder Shares [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Shares forfeit description | The underwriters’ remaining over-allotment option expired unexercised and, as a result, 199,612 Founder Shares were forfeited and 250,388 Founder Shares are no longer subject to forfeiture, resulting in an aggregate of 3,250,388 Founder Share shares outstanding as of December 31, 2019. |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 9 Months Ended |
Sep. 30, 2021USD ($)shares | |
Commitments and Contingencies (Details) [Line Items] | |
Gross proceeds, percentage | 3.50% |
Merger agreement description | Pursuant to the Merger Agreement, the aggregate value of the consideration (prior to giving effect to the earnout consideration described below) to be paid to Leafly’s securityholders is $385 million, as follows: (a) each share of Class 1 common stock of Leafly, par value $0.0001 per share, each share of Class 2 common stock of Leafly, par value $0.0001 per share, and each share of Class 3 common stock of Leafly, par value $0.0001 per share (collectively, the “Leafly Common Stock”), issued and outstanding immediately prior to the First Merger (including shares of Leafly Common Stock issued upon the conversion of the Notes) will be converted into the right to receive a number of shares of common stock of the Company, par value $0.0001 per share (“Merida Common Stock”) equal to the Exchange Ratio (as defined below), and (b) each share of Leafly Series A preferred stock, par value $0.0001 per share (“Leafly Preferred Stock”), issued and outstanding immediately prior to the First Merger will be converted into the right to receive a number of shares of the Company’s Common Stock equal to the Exchange Ratio multiplied by the number of shares of Leafly Common Stock issuable upon conversion of such shares of Leafly Preferred Stock. |
Aggregate amount | $ 385,000,000 |
Shares of common stock | shares | 38,500,000 |
Sponsor agreement description | Concurrently with the execution of the Merger Agreement, the Company, the Sponsor, and Leafly entered into an agreement (“Sponsor Agreement”) providing (a) for the forfeiture of such number of shares of Merida Common Stock held by the Sponsor (such shares, the “Forfeited Shares”) equal to the quotient of the amount by which Merida’s transaction expenses exceed $6.5 million divided by $10.00, provided, that variable fees paid or required to be paid to capital markets advisory firms engaged by Parent will not be included for purposes of determining whether Merida’s transaction expenses exceed $6.5 million, (b) for The Company, the Sponsor, and Continental Stock Transfer & Trust Company to enter into an amendment to the existing stock escrow agreement providing for the forfeiture and cancellation of the Forfeited Shares and that the remaining shares held in escrow will be released or forfeited, as the case may be, upon the satisfaction or failure to satisfy certain earnout conditions, and for such shares to be subject to a six month lock-up. |
Underwriting Agreement [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Aggregate amount of purchased value | $ 4,550,543 |
Underwriting Agreement [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Business combination, description | The Company granted the underwriters a 45-day to purchase up to 1,800,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On November 13, 2019, the underwriters partially exercised their over-allotment option to purchase an additional 1,001,552 Units at $10.00 per Unit, leaving 798,448 Units available for a purchase price of $10.00 per Unit. |
FINRA [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Gross proceeds, percentage | 30.00% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 1 Months Ended | ||
Aug. 31, 2019 | Sep. 30, 2021 | Dec. 31, 2020 | |
Stockholders' Equity (Details) [Line Items] | |||
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 | 3,370,388 | 3,370,388 | |
Common stock, shares outstanding | 3,370,388 | 3,370,388 | |
Common stock subject to possible redemption, shares | 13,001,552 | 13,001,552 | |
Early Bird Capital [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Representative shares | 120,000 | ||
Sponsor [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Price of the founder shares (in Dollars) | $ 910 |
Warrants (Details)
Warrants (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Warrants (Details) [Line Items] | ||
Public warrants outstanding | 3,950,311 | 3,950,311 |
Public warrants expire | 5 years | |
Description of warrants for redemption | 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 commencing after the warrants become exercisable and 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. | |
Warrant description | 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 $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor, initial stockholders or their affiliates, without taking into account any Founder’s 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 $9.20 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. | |
Private Warrants [Member] | ||
Warrants (Details) [Line Items] | ||
Public warrants outstanding | 3,950,311 | 3,950,311 |
Common stock exercise price (in Dollars per share) | $ 11.5 | |
Public Warrants [Member] | ||
Warrants (Details) [Line Items] | ||
Public warrants outstanding | 6,500,776 | 6,500,776 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Private warrants outstanding | 3,950,311 | 3,950,311 |
Warrant price per share (in Dollars per share) | $ 1.83 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of assets are measured at fair value on a recurring basis - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Level 1 [Member] | ||
Fair Value Measurements (Details) - Schedule of assets are measured at fair value on a recurring basis [Line Items] | ||
Cash and marketable securities held in Trust Account | $ 130,203,176 | $ 130,681,047 |
Level 3 [Member] | ||
Fair Value Measurements (Details) - Schedule of assets are measured at fair value on a recurring basis [Line Items] | ||
Warrant Liability – Private Warrants | $ 7,229,069 | $ 3,950,311 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule of quantitative information regarding Level 3 fair value measurements [Abstract] | ||
Exercise price (in Dollars per share) | $ 11.5 | $ 11.5 |
Stock price (in Dollars per share) | $ 9.99 | $ 10.2 |
Volatility | 18.30% | 17.20% |
Term | 5 years | 5 years |
Risk-free rate | 0.90% | 0.29% |
Dividend yield | 0.00% | 0.00% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities - Private Placement [Member] - USD ($) | 3 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities [Line Items] | |||
Fair value | $ 4,779,876 | $ 4,661,367 | $ 3,950,311 |
Change in fair value | 2,449,193 | 118,509 | 711,056 |
Fair value | $ 7,229,069 | $ 4,779,876 | $ 4,661,367 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | Oct. 13, 2021 | Oct. 29, 2021 | Sep. 30, 2021 |
Subsequent Events (Details) [Line Items] | |||
Merger agreement, description | Pursuant to the Merger Agreement, the aggregate value of the consideration (prior to giving effect to the earnout consideration described below) to be paid to Leafly’s securityholders is $385 million, as follows: (a) each share of Class 1 common stock of Leafly, par value $0.0001 per share, each share of Class 2 common stock of Leafly, par value $0.0001 per share, and each share of Class 3 common stock of Leafly, par value $0.0001 per share (collectively, the “Leafly Common Stock”), issued and outstanding immediately prior to the First Merger (including shares of Leafly Common Stock issued upon the conversion of the Notes) will be converted into the right to receive a number of shares of common stock of the Company, par value $0.0001 per share (“Merida Common Stock”) equal to the Exchange Ratio (as defined below), and (b) each share of Leafly Series A preferred stock, par value $0.0001 per share (“Leafly Preferred Stock”), issued and outstanding immediately prior to the First Merger will be converted into the right to receive a number of shares of the Company’s Common Stock equal to the Exchange Ratio multiplied by the number of shares of Leafly Common Stock issuable upon conversion of such shares of Leafly Preferred Stock. | ||
Stock exercised | 1,389,867 | ||
Redeem shares in cash | $ 13.9 | ||
Subsequent Event [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Merger agreement, description | On October 13, 2021, the Company issued an unsecured promissory note in the amount of $400,000 to the Sponsor (the “Promissory Note”), pursuant to which the Company borrowed an aggregate principal amount of $400,000 under the Promissory Note. |