Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 16, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | CHARDAN HEALTHCARE ACQUISITION 2 CORP. | |
Trading Symbol | CHAQ | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 10,778,305 | |
Amendment Flag | false | |
Entity Central Index Key | 0001799850 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
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 | 001-39271 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-3169838 | |
Entity Address, Address Line One | 17 State Street | |
Entity Address, Address Line Two | 21st Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10004 | |
City Area Code | (646) | |
Local Phone Number | 465-9000 | |
Title of 12(b) Security | Common Stock | |
Security Exchange Name | NYSE | |
Entity Interactive Data Current | Yes |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 304,575 | $ 687,313 |
Prepaid expenses | 30,217 | |
Total current assets | 304,575 | 717,530 |
Investments held in Trust Account | 86,254,797 | 86,247,631 |
Total assets | 86,559,372 | 86,965,161 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Current liabilities - accounts payable and accrued expenses | 1,917,910 | 359,438 |
Promissory note - related party | 500,000 | 500,000 |
Warrant liabilities | 3,745,000 | 4,025,000 |
Total liabilities | 6,162,910 | 4,884,438 |
Commitments | ||
Common stock, $0.0001 par value, subject to possible redemption; 8,622,644 and 7,708,072 shares at redemption value at June 30, 2021 and December 31, 2020, respectively | 86,254,797 | 77,080,720 |
Stockholders’ Equity (Deficit): | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at June 30, 2021 and December 31, 2020, respectively | ||
Common stock, $0.0001 par value; 30,000,000 shares authorized; 2,155,661 and 3,070,233 shares issued and outstanding (excluding 8,622,644 and 7,708,072 shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively | 215 | 307 |
Additional paid-in capital | 24,785 | 8,417,293 |
Accumulated deficit | (5,883,335) | (3,417,597) |
Total stockholders’ equity (deficit) | (5,858,335) | 5,000,003 |
Total liabilities and stockholders’ equity (deficit) | $ 86,559,372 | $ 86,965,161 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock subject to possible redemption | 8,622,644 | 7,708,072 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 1,000,000 | 1,000,000 |
Preferred stock, issued | ||
Preferred stock, outstanding | ||
Common stock, authorized | 30,000,000 | 30,000,000 |
Common stock, issued | 2,155,661 | 3,070,233 |
Common stock, outstanding | 2,155,661 | 3,070,233 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Operating costs | $ 1,061,088 | $ 82,342 | $ 1,932,184 | $ 99,265 |
Franchise tax expense | 25,000 | 39,243 | ||
Loss from operations | (1,086,088) | (82,342) | (1,971,427) | (99,265) |
Change in fair value of warrant liabilities | 595,000 | (35,000) | 280,000 | (35,000) |
Interest earned on marketable securities held in Trust Account | 3,083 | 11,550 | 7,166 | 11,550 |
Fair value in excess of consideration recorded on the issuance of private warrants | (1,680,000) | (1,680,000) | ||
Transaction costs | (9,357) | (9,357) | ||
Net loss | $ (488,005) | $ (1,795,149) | $ (1,684,261) | $ (1,812,072) |
Basic and diluted weighted average shares outstanding, Redeemable Common Stock (in Shares) | 8,622,644 | 3,913,315 | 8,167,884 | 3,913,315 |
Basic and diluted net earnings per share, Redeemable Common Stock (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Basic and diluted weighted average shares outstanding, Non-Redeemable Common Stock (in Shares) | 2,155,661 | 3,913,315 | 2,610,421 | 3,913,315 |
Basic and diluted net loss per share, Non-Redeemable Common Stock (in Dollars per share) | $ (0.21) | $ (0.46) | $ (0.63) | $ (0.46) |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balances at Dec. 31, 2019 | $ 500 | $ 24,500 | $ (2,470) | $ 22,530 |
Balances (in Shares) at Dec. 31, 2019 | 5,000,000 | |||
Net loss | (16,923) | (16,923) | ||
Balances at Mar. 31, 2020 | $ 500 | 24,500 | (19,393) | 5,607 |
Balances (in Shares) at Mar. 31, 2020 | 5,000,000 | |||
Cancellation of Founder Shares | $ (256) | 256 | ||
Cancellation of Founder Shares (in Shares) | (2,556,250) | |||
Forfeiture of Founder Shares | $ (29) | 29 | ||
Forfeiture of Founder Shares (in Shares) | (288,089) | |||
Sales of 8,622,644 Units, net of underwriter discounts and fees | $ 862 | 85,463,101 | 85,463,963 | |
Sales of 8,622,644 Units, net of underwriter discounts and fees (in Shares) | 8,622,644 | |||
Transaction costs from sale of 3,500,000 Private Placement Warrants | 9,357 | 9,357 | ||
Common stock subject to redemption | $ (786) | (78,682,983) | (78,683,769) | |
Common stock subject to redemption (in Shares) | (7,868,376) | |||
Net loss | (1,795,149) | (1,795,149) | ||
Balances at Jun. 30, 2020 | $ 291 | 6,814,260 | (1,814,542) | 5,000,009 |
Balances (in Shares) at Jun. 30, 2020 | 2,909,929 | |||
Balances at Dec. 31, 2020 | $ 307 | 8,417,293 | (3,417,597) | 5,000,003 |
Balances (in Shares) at Dec. 31, 2020 | 3,070,233 | |||
Measurement adjustment on redeemable Common Stock | $ (92) | (8,392,508) | (778,394) | (9,170,994) |
Measurement adjustment on redeemable Common Stock (in Shares) | (914,572) | |||
Net loss | (1,196,256) | (1,196,256) | ||
Balances at Mar. 31, 2021 | $ 215 | 24,785 | (5,392,247) | (5,367,247) |
Balances (in Shares) at Mar. 31, 2021 | 2,155,661 | |||
Measurement adjustment on redeemable Common Stock | (3,083) | (3,083) | ||
Net loss | (488,005) | (488,005) | ||
Balances at Jun. 30, 2021 | $ 215 | $ 24,785 | $ (5,883,335) | $ (5,858,335) |
Balances (in Shares) at Jun. 30, 2021 | 2,155,661 |
Condensed Statements of Chang_2
Condensed Statements of Changes in Stockholders' Equity (Unaudited) (Parentheticals) | 3 Months Ended |
Jun. 30, 2020shares | |
Statement of Stockholders' Equity [Abstract] | |
Sales of Units | 8,622,644 |
sale of private placement warrants | 3,500,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (1,684,261) | $ (1,812,072) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Transaction costs incurred in connection with IPO | 9,357 | |
Fair value in excess of consideration recorded on the issuance of private warrants | 1,680,000 | |
Change in fair value of warrant liability | (280,000) | 35,000 |
Interest earned on marketable securities held in Trust Account | (7,166) | (11,550) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 30,217 | (81,242) |
Accrued expenses | 1,558,472 | 50,922 |
Net cash used in operating activities | (382,738) | (129,585) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (86,226,440) | |
Net cash used in investing activities | (86,226,440) | |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 85,726,440 | |
Proceeds from sale of Private Placement Warrants | 1,400,000 | |
Proceeds from promissory note - related party | 530,000 | |
Repayment of promissory note - related party | (30,000) | |
Payment of offering costs | (262,477) | |
Net cash provided by financing activities | 87,363,963 | |
Net change in cash | (382,738) | 1,007,938 |
Cash at beginning of period | 687,313 | 22,705 |
Cash at end of period | 304,575 | 1,030,643 |
Supplemental disclosure of noncash investing and financing activities: | ||
Initial classification of common stock subject to possible redemption | 81,869,560 | |
Initial measurement of warrants issued in connection with the IPO accounted for as liabilities | 3,080,000 | |
Change in value of common stock subject to possible redemption | $ 9,174,077 | $ (70,791) |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Chardan Healthcare Acquisition 2 Corp. (formerly known as Chardan Healthcare Acquisition III Corp.) (the “Company”) is a blank check company incorporated in Delaware on December 19, 2018. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities that the Company has not yet identified (a “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses operating in North America in the healthcare industry. On March 3, 2020, the Company changed its name to Chardan Healthcare Acquisition 2 Corp. 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 June 30, 2021, the Company had not commenced any operations. All activity through June 30, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. Initial Public Offering The registration statement for the Company’s Initial Public Offering was declared effective on April 23 2020. On April 28, 2020, the Company consummated the Initial Public Offering of 8,500,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $85,000,000, which is discussed in Note 4. Following the closing of the Initial Public Offering on April 28, 2020, an amount of $85,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants (as defined in Note 4) was placed in a trust account (the “Trust Account”), 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 meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account, as described below Transaction costs related to the issuances described above amounted to $762,477, consisting of $500,000 of underwriting fees and $262,477 of other costs. In addition, at June 30, 2021, $304,575 of cash was held outside of the Trust Account and is available for working capital purposes. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (net of taxes payable) at the time of the signing an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account ($10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and other initial stockholders (collectively, the “Initial Stockholders”) have agreed to (a) vote their Founder Shares (as defined in Note 5) and any Public Shares held by them in favor of a Business Combination and (b) not to convert any shares (including Founder Shares) in connection with a stockholder vote to approve a Business Combination or sell any such shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming their shares with respect to more than an aggregate of 20% of the Public Shares. The Company will have until 24 months from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), 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), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Initial Stockholders have agreed to (i) waive their redemption rights with respect to Founder Shares and any Public Shares they may acquire during or after the Initial Public Offering in connection with the consummation of a Business Combination, (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to consummate a Business Combination within the Combination Period and (iii) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders an opportunity to redeem their Public Shares in conjunction with any such amendment. However, the Initial Stockholders will be entitled to liquidating distributions with respect to any Public Shares acquired if the Company fails to consummate a Business Combination or liquidates within the Combination Period. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per share, except as to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Business Combination Agreement On March 22, 2021, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, CHAQ2 Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of the Company (“Merger Sub”), and Renovacor, Inc., a Delaware corporation (“Renovacor”). The Merger Agreement provides for, among other things, the following transactions at the closing: (i) Merger Sub will merge with and into Renovacor, with Renovacor as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly owned subsidiary of the Company (the “Merger”) and, in connection with the Merger, (ii) the Company’s name will be changed to Renovacor, Inc. The Merger and the other transactions contemplated by the Merger Agreement are hereinafter referred to as the “Business Combination”. At the closing of the Business Combination (the “Closing”), an aggregate of 6,500,000 shares of CHAQ2 Common Stock, par value $0.0001 per share (“CHAQ2 Common Stock”), will be issued to equity holders of Renovacor as of immediately prior to the Closing in respect of all of the equity interests of Renovacor (the “Aggregate Merger Consideration”). Out of the Aggregate Merger Consideration, each holder of preferred stock of Renovacor, par value $0.0001 per share (the “Renovacor Preferred Stock”), will be entitled to receive a number of shares of CHAQ2 Common Stock equal to the Preferred Per Share Merger Consideration (as defined in the Merger Agreement) with respect to such holder’s shares of Renovacor Preferred Stock. Each holder of Common Stock of Renovacor, par value $0.0001 per share (the “Renovacor Common Stock”, and together with the Renovacor Preferred Stock, the “Renovacor Capital Stock”) will be entitled to receive a number of shares of the Company’s Common Stock equal to the Common Per Share Merger Consideration (as defined in the Merger Agreement) with respect to such holder’s shares of Renovacor Common Stock. In addition, each option to purchase shares of Renovacor Common Stock (each, a “Renovacor Option”) outstanding as of immediately prior to the Closing will be converted into an option to purchase a number of shares of the Company Common Stock (rounded down to the nearest whole number) equal to the product of the number of shares of Renovacor Common Stock subject to such Renovacor Option and the Common Per Share Merger Consideration (an “Exchanged Option”), which Exchanged Option shall be subject to the same vesting terms applicable to the Renovacor Option as of immediately prior to the Closing. Holders of Renovacor Capital Stock and Renovacor Options will also have the contingent right to receive up to 2,000,000 shares of CHAQ2 Common Stock in the aggregate (“Earnout Consideration”). The Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, CHAQ2 will be treated as the “accounting acquiree” and Renovacor as the “accounting acquirer” for financial reporting purposes. PIPE Financing (Private Placement) Concurrently with the execution of the Merger Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), including the Sponsor, certain holders of Renovacor Capital Stock and other third parties. Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to such investors, immediately following the Closing, an aggregate of 3,000,000 shares of the Company Common Stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $30,000,000 (the “PIPE Financing”). A portion of the shares of Company Common Stock to be issued and sold in the PIPE Financing may be issued to certain PIPE Investors in the form of pre-funded warrants (the “Pre-Funded Warrants”) to purchase shares of Company Common Stock, at an initial purchase price of $9.99 per share underlying the Pre-Funded Warrants. The Pre-Funded Warrants will be immediately exercisable at an exercise price of $0.01 (subject to a 9.99% beneficial ownership limitation) and will be exercisable indefinitely. The closing of the PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. The Subscription Agreements provide that the Company will grant the investors in the PIPE Financing certain customary registration rights, including a covenant by the Company to file a registration statement on Form S-1 registering for resale the shares of the Company Common Stock issued pursuant to the Subscription Agreements. Going Concern Consideration As of June 30, 2021, the Company had $304,575 in cash held outside of the Trust Account and a working capital deficit of 1,613,335. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for the earlier of the consummation of a Business Combination or one year from this filing. Management plans to address this uncertainty through the Business Combination as discussed above. There is no assurance that the Company’s plans to consummate the Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. 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 comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 4, 2021 and revisions thereto reported in footnote 2 of the March 31, 2021 financial statements included in the Form 10-Q for the quarter ended March 31, 2021 filed with the SEC on May 25, 2021. The interim results for the periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021 and December 31, 2020. Investments Held in Trust Account At June 30, 2021, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. 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 are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) 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 balance sheet. Transaction Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Black-Scholes model (see Note 9). Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 - Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 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. Net Loss Per Share Net loss per common share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period, excluding shares of Common Stock subject to forfeiture. Shares of Common Stock subject to possible redemption at June 30, 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 7,811,322, shares of Common Stock in the calculation of diluted loss per share, since the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per common share is the same as basic net loss per common share for the period presented. Three Months Three Months Six Months Six Months Class A Common Stock subject to possible redemption Numerator: Earnings attributable to Class A Common Stock subject to possible redemption Franchise tax expense $ (25,000 ) $ — $ (39,243 ) $ — Net earnings attributable to Class A Common Stock subject to possible redemption $ (25,000 ) $ — $ (39,243 ) $ — Denominator: Weighted average Class A Common Stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption 8,622,644 3,913,315 8,167,884 3,913,315 Basic and diluted net earnings per share, Class A Common Stock subject to possible redemption $ 0.00 $ 0.00 $ 0.00 $ 0.00 Non-Redeemable Class A and Class B Common Stock Numerator: Non-redeemable net loss - Basic and Diluted Net loss $ (488,005 ) $ (1,795,149 ) $ (1,684,261 ) $ (1,812,072 ) Less: Net earnings attributable to Class A Common Stock subject to possible redemption 25,000 — 39,243 — Non-redeemable net loss - Basic and Diluted $ (463,005 ) $ (1,795,149 ) $ (1,645,018 ) $ (1,812,072 ) Denominator: Weighted average Non-Redeemable Class A and Class B Common Stock Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B Common Stock 2,155,661 3,913,315 2,610,421 3,913,315 Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock $ 0.00 $ (0.46 ) $ 0.00 $ (0.46 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company applies ASC 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for cash, prepaid expenses, and accounts payable and accrued expenses approximate fair value due to their short-term nature. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 - Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 - Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 9 for additional information on assets and liabilities measured at fair value. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2021 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 8,622,644 Units, at a purchase price of $10.00 per Unit, inclusive of 122,644 Units sold to the underwriters on June 5, 2020 upon the underwriters’ election to partially exercise their over-allotment option. Each Unit consists of one share of common stock and one warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one-half of one share of common stock at an exercise price of $11.50 per share (see Note 7). |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2021 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 3,500,000 Private Placement Warrants at a price of $0.40 per Private Placement Warrant, for an aggregate purchase price of $1,400,000. Each Private Placement Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering except that the Private Placement Warrants will be exercisable for cash (even if a registration statement covering the shares of common stock issuable upon exercise of such warrants is not effective) or on a cashless basis, at the holder’s option, and will not be non-redeemable by the Company, in each case, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Private Placement Warrants purchased by the Sponsor will not be exercisable more than five years from the effective date of the Initial Public Offering, in accordance with FINRA Rule 5110(f)(2)(G)(i), as long as Chardan Capital Markets, LLC or any of its related persons beneficially own these Private Placement Warrants. As of June 30, 2021, there were 3,500,000 Private Placement Warrants outstanding. The Company classifies the outstanding Private Placement Warrants as warrant liabilities on the Balance Sheet in accordance with the guidance contained in ASC 815-40. The warrant liability is initially measured at fair value upon the closing of the Initial Public Offering and subsequently re-measured at each reporting period using a Black-Scholes model. For the three months ended June 30, 2021 and 2020, the Company recognized a gain (loss) in connection with changes in the fair value of warrant liabilities of $595,000 and $(35,000), respectively, within change in fair value of warrant liabilities in the condensed statements of operations. For the six months ended June 30, 2021 and 2020, the Company recognized a gain (loss) in connection with changes in the fair value of warrant liabilities of $280,000 and $(35,000), respectively, within change in fair value of warrant liabilities in the condensed statements of operations. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In December 2018, the Company issued an aggregate of 5,000,000 shares of common stock to the Sponsor for an aggregate purchase price of $25,000. On April 28, 2020, the Sponsor cancelled 2,556,250 of its shares, resulting in 2,443,750 remaining shares owned by the Sponsor (“Founder Shares”). The Founder Shares included an aggregate of up to 318,750 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor would own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to partially exercise their over-allotment option, 288,089 Founder Shares were forfeited and 30,661 Founder Shares are no longer subject to forfeiture, resulting in there being 2,155,661 Founder Shares outstanding. The Initial Stockholders have agreed that, subject to certain limited exceptions, 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) six months after the date of the consummation of a Business Combination or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 10 trading days within any 30-trading day period commencing after a Business Combination and the remaining 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until six months after the date of the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note - Related Party On January 14, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $500,000. As of April 28, 2020, there was $30,000 outstanding under the Promissory Note. The Promissory Note was repaid on April 29, 2020. On April 28, 2020, the Company issued a $500,000 promissory note to the Sponsor (the “Sponsor Promissory Note”) in exchange for $500,000 in cash that was used to pay the underwriting discount at the consummation of the Initial Public Offering. The Sponsor Promissory Note is non-interest bearing, unsecured and due upon the consummation of a Business Combination. Administrative Support Agreement The Company entered into an agreement whereby, commencing on April 28, 2020, the Company will pay an affiliate of the Sponsor up to $10,000 per month for general and administrative services including office space, utilities and secretarial support. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended June 30, 2021 and 2020, the Company incurred $30,000 and $20,000, respectively, in fees for these services, respectively. For the six months ended June 30, 2021 and 2020, the Company incurred $60,000 and $20,000, respectively, in fees for these services. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would be paid upon consummation of a Business Combination, without interest. |
Commitments
Commitments | 6 Months Ended |
Jun. 30, 2021 | |
Commitments [Abstract] | |
COMMITMENTS | NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on April 23, 2020, the holders of the Founder Shares, Private Placement Warrants (and their underlying securities) are entitled to registration rights. The holders of a majority of these securities will be 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 these shares of common stock are to be released from escrow. The holders of a majority of the Private Placement Warrants (and their underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Chardan Capital Markets, LLC and its related persons may not, with respect to the Private Placement Warrants purchased by the Sponsor, (i) have more than one demand registration right at the Company’s expense, (ii) exercise their demand registration rights more than five (5) years from the effective date of the Initial Public Offering, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the effective date of the Initial Public Offering, as long as Chardan Capital Markets, LLC or any of its related persons are beneficial owners of Private Placement Warrants. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2021 | |
Warrants [Abstract] | |
WARRANTS | NOTE 7. WARRANTS A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later to occur of (i) the completion of the Company’s initial business combination and (ii) 12 months following the closing of the Public Offering, and terminating at 5:00 p.m., New York City time, on the earlier to occur of (i) (A) five years following the completion of the Company’s initial business combination with respect to the Public Warrants, and (B) five years from the effective date of the Registration Statement with respect to the Private Warrants, and (ii) the date fixed for redemption of the Warrants as provided in Section 6 of this Warrant Agreement (“Expiration Date”). Except with respect to the right to receive the Redemption Price, each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. The Company may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide written notice of not less than 20 days to Registered Holders of such extension and that such extension shall be identical in duration among all of the then outstanding Warrants. The Private Warrants (i) will be exercisable either for cash or on a cashless basis at the holders option, and (ii) will not be redeemable by the Company, in either case as long as the Private Warrants are held by the initial purchasers or any of their permitted transferees. The Private Warrants may not be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of, the Private Warrants (or any securities underlying the Private Warrants) for a period of three hundred sixty (360) days following the effective date of the Registration Statement to anyone other than any member participating in the Public Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction set forth above for the remainder of the time period. Notwithstanding any provision to the contrary contained in the Company’s Warrant Agreement, the Company shall not be required to issue any fraction of a Warrant Share in connection with the exercise of Warrants, and in any case where the Registered Holder would be entitled under the terms of the Warrants to receive a fraction of a Warrant Share upon the exercise of such Registered Holder’s Warrants, issue or cause to be issued only the largest whole number of Warrant Shares issuable on such exercise (and such fraction of a Warrant Share will be disregarded); provided, that if more than one Warrant certificate is presented for exercise at the same time by the same Registered Holder, the number of whole Warrant Shares which shall be issuable upon the exercise thereof shall be computed on the basis of the aggregate number of Warrant Shares issuable on exercise of all such Warrants. All (and not less than all) of the outstanding Warrants may be redeemed, in whole and not in part, at the option of the Company, at any time from and after the Warrants become exercisable, and prior to their expiration, at the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price of $.01 per Warrant (“Redemption Price”); provided that the last sales price of the Common Stock has been equal to or greater than $16.00 per share (subject to adjustment for splits, dividends, recapitalizations and other similar events) (the “Redemption Trigger Price”), for any ten (10) trading days within a thirty (30) trading day period ending on the third business day prior to the date on which notice of redemption is given and provided further that there is a current registration statement in effect with respect to the shares of Common Stock underlying the Warrants for each day in the aforementioned 30-day trading period and continuing each day thereafter until the Redemption Date. For avoidance of doubt, if and when the warrants become redeemable by the Company under this Section, the Company may exercise its redemption right, even if it is unable to register or qualify the Warrant Shares for sale under all applicable state securities laws. As of June 30, 2021, there were 8,622,644 Public Warrants and 3,500,000 Private Placement Warrants outstanding. The Company classifies the outstanding Private Placement Warrants as warrant liabilities on the Balance Sheet in accordance with the guidance contained in ASC 815-40. The warrant liabilities are initially measured at fair value upon the closing of the Initial Public Offering and subsequently re-measured at each reporting period using a Black-Scholes model. For the three months ended June 30, 2021 and 2020, the Company recognized a gain (loss) in connection with changes in the fair value of warrant liabilities of $595,000 and $(35,000), respectively, within change in fair value of warrant liabilities in the condensed statements of operations. For the six months ended June 30, 2021 and 2020, the Company recognized a gain (loss) in connection with changes in the fair value of warrant liabilities of $280,000 and $(35,000), respectively, within change in fair value of warrant liabilities in the condensed statements of operations. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 8. STOCKHOLDERS’ EQUITY Preferred stock Common Stock The Company determined the common stock subject to redemption to be equal to the redemption value of approximately $10 per share of common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. In conjunction with the PIPE Financing and associated Subscription Agreements that will close substantially concurrent with an initial business combination, which would result in an additional $30,000,000 in net tangible assets. Upon considering the impact of the PIPE Financing and associated Subscription Agreements, it was concluded during the quarter ended March 31, 2021 that the redemption value would include all shares of common stock resulting in the common stock subject to possible redemption being equal to $86,254,797. This resulted in a measurement adjustment to the initial carrying value of the common stock subject to redemption with the offset recorded to additional paid-in capital and accumulated deficit. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis at June 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 Amount at Fair Value Level 1 Level 2 Level 3 June 30, 2021 Assets Investments held in Trust Account: Money Market investments $ 86,254,797 $ 86,254,797 $ — $ — Liabilities Warrant liability – Private Placement Warrants $ 3,745,000 $ — $ — $ 3,745,000 December 31, 2020 Assets Investments held in Trust Account: Money Market investments $ 86,247,631 $ 86,247,631 $ — $ — Liabilities Warrant liability – Private Placement Warrants $ 4,025,000 $ — $ — $ 4,025,000 The Company utilizes a Black-Scholes model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the Statements of Operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The significant unobservable inputs used in the Black-Scholes model to measure the warrant liability that is categorized within Level 3 of the fair value hierarchy are as follows: As of As of December 31, Stock price $ 9.96 $ 10.20 Strike price $ 11.50 $ 11.50 Probability of completing a Business Combination 100.0 % 88.0 % Dividend yield — % — % Term (in years) 3.8 4.3 Volatility 19.8 % 20.6 % Risk-free rate 0.63 % 0.29 % Fair value of warrants $ 1.07 $ 1.15 The following table provides a summary of the changes in fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Warrant Liabilities Fair value as of December 31, 2020 $ 4,025,000 Change in fair value of warrant liabilities (280,000 ) Fair value as of June 30, 2021 $ 3,745,000 There were no transfers between Levels 1, 2 or 3 during the period ended June 30, 2021 and the year ended December 31, 2020. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. 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 comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 4, 2021 and revisions thereto reported in footnote 2 of the March 31, 2021 financial statements included in the Form 10-Q for the quarter ended March 31, 2021 filed with the SEC on May 25, 2021. The interim results for the periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021 and December 31, 2020. |
Investments Held in Trust Account | Investments Held in Trust Account At June 30, 2021, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. |
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 are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) 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 balance sheet. |
Transaction Costs associated with the Initial Public Offering | Transaction Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering |
Warrant Liabilities | Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Black-Scholes model (see Note 9). |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 - Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 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. |
Net Loss Per Share | Net Loss Per Share Net loss per common share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period, excluding shares of Common Stock subject to forfeiture. Shares of Common Stock subject to possible redemption at June 30, 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 7,811,322, shares of Common Stock in the calculation of diluted loss per share, since the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per common share is the same as basic net loss per common share for the period presented. Three Months Three Months Six Months Six Months Class A Common Stock subject to possible redemption Numerator: Earnings attributable to Class A Common Stock subject to possible redemption Franchise tax expense $ (25,000 ) $ — $ (39,243 ) $ — Net earnings attributable to Class A Common Stock subject to possible redemption $ (25,000 ) $ — $ (39,243 ) $ — Denominator: Weighted average Class A Common Stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption 8,622,644 3,913,315 8,167,884 3,913,315 Basic and diluted net earnings per share, Class A Common Stock subject to possible redemption $ 0.00 $ 0.00 $ 0.00 $ 0.00 Non-Redeemable Class A and Class B Common Stock Numerator: Non-redeemable net loss - Basic and Diluted Net loss $ (488,005 ) $ (1,795,149 ) $ (1,684,261 ) $ (1,812,072 ) Less: Net earnings attributable to Class A Common Stock subject to possible redemption 25,000 — 39,243 — Non-redeemable net loss - Basic and Diluted $ (463,005 ) $ (1,795,149 ) $ (1,645,018 ) $ (1,812,072 ) Denominator: Weighted average Non-Redeemable Class A and Class B Common Stock Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B Common Stock 2,155,661 3,913,315 2,610,421 3,913,315 Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock $ 0.00 $ (0.46 ) $ 0.00 $ (0.46 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies ASC 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for cash, prepaid expenses, and accounts payable and accrued expenses approximate fair value due to their short-term nature. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 - Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 - Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 9 for additional information on assets and liabilities measured at fair value. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted net loss per common share | Three Months Three Months Six Months Six Months Class A Common Stock subject to possible redemption Numerator: Earnings attributable to Class A Common Stock subject to possible redemption Franchise tax expense $ (25,000 ) $ — $ (39,243 ) $ — Net earnings attributable to Class A Common Stock subject to possible redemption $ (25,000 ) $ — $ (39,243 ) $ — Denominator: Weighted average Class A Common Stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption 8,622,644 3,913,315 8,167,884 3,913,315 Basic and diluted net earnings per share, Class A Common Stock subject to possible redemption $ 0.00 $ 0.00 $ 0.00 $ 0.00 Non-Redeemable Class A and Class B Common Stock Numerator: Non-redeemable net loss - Basic and Diluted Net loss $ (488,005 ) $ (1,795,149 ) $ (1,684,261 ) $ (1,812,072 ) Less: Net earnings attributable to Class A Common Stock subject to possible redemption 25,000 — 39,243 — Non-redeemable net loss - Basic and Diluted $ (463,005 ) $ (1,795,149 ) $ (1,645,018 ) $ (1,812,072 ) Denominator: Weighted average Non-Redeemable Class A and Class B Common Stock Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B Common Stock 2,155,661 3,913,315 2,610,421 3,913,315 Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock $ 0.00 $ (0.46 ) $ 0.00 $ (0.46 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value hierarchy of the valuation inputs | Description Amount at Fair Value Level 1 Level 2 Level 3 June 30, 2021 Assets Investments held in Trust Account: Money Market investments $ 86,254,797 $ 86,254,797 $ — $ — Liabilities Warrant liability – Private Placement Warrants $ 3,745,000 $ — $ — $ 3,745,000 December 31, 2020 Assets Investments held in Trust Account: Money Market investments $ 86,247,631 $ 86,247,631 $ — $ — Liabilities Warrant liability – Private Placement Warrants $ 4,025,000 $ — $ — $ 4,025,000 |
Schedule of significant unobservable inputs used in the modified Black-Scholes model | As of As of December 31, Stock price $ 9.96 $ 10.20 Strike price $ 11.50 $ 11.50 Probability of completing a Business Combination 100.0 % 88.0 % Dividend yield — % — % Term (in years) 3.8 4.3 Volatility 19.8 % 20.6 % Risk-free rate 0.63 % 0.29 % Fair value of warrants $ 1.07 $ 1.15 |
Schedule of changes in fair value on recurring basis | Warrant Liabilities Fair value as of December 31, 2020 $ 4,025,000 Change in fair value of warrant liabilities (280,000 ) Fair value as of June 30, 2021 $ 3,745,000 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||
Apr. 28, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Apr. 23, 2020 | |
Description of Organization and Business Operations (Details) [Line Items] | ||||
Share price (in Dollars per share) | $ 10 | |||
Trust account description | Following the closing of the Initial Public Offering on April 28, 2020, an amount of $85,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants (as defined in Note 4) was placed in a trust account (the “Trust Account”), 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 meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account, as described below | |||
Transaction costs amounted | $ 762,477 | |||
Underwriting fees | 500,000 | |||
Other offering costs | 262,477 | |||
Working capital | $ 304,575 | |||
Percentage of balance in trust account | 80.00% | |||
Minimum net tangible assets to required business combination | $ 5,000,001 | |||
Percentage of redeeming public share | 20.00% | |||
Trust account price per share (in Dollars per share) | $ 100,000 | |||
Percentage of obligation to redeem public share | 100.00% | |||
Trust Account, per share (in Dollars per share) | $ 10 | |||
Number of shares issued to equityholders (in Shares) | 8,622,644 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Warrants exercise price (in Dollars per share) | $ 11.50 | |||
Cash held outside of the Trust Account | $ 304,575 | $ 717,530 | ||
Working capital deficit (in Shares) | 1,613,335 | |||
Pre-Funded Warrants [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Warrants exercise price (in Dollars per share) | $ 0.01 | |||
Percentage of beneficial ownership limitation | 9.99% | |||
CHAQ [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Number of shares issued to equityholders (in Shares) | 6,500,000 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||
Shares received by contingent right (in Shares) | 2,000,000 | |||
PIPE Investors [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Share price (in Dollars per share) | $ 10 | |||
Number of shares issue and sell to investors (in Shares) | 3,000,000 | |||
Gross proceeds from issuance of shares to investors | $ 30,000,000 | |||
Initial purchase price per share (in Dollars per share) | $ 9.99 | |||
Business Acquisitions [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Percentage of voting interest | 50.00% | |||
IPO [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Purchase of warrants | $ 8,500,000 | $ 7,811,322 | ||
Share price (in Dollars per share) | $ 10 | |||
Gross proceeds | $ 85,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 6 Months Ended |
Apr. 28, 2020 | Jun. 30, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Transaction costs amounted | $ 762,477 | |
Underwriting discount | 500,000 | |
Other offering costs | 262,477 | |
Offering costs | 253,120 | |
Federal depository insurance coverage | 250,000 | |
Private Placement Warrants [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Offering costs | 9,357 | |
Initial Public Offering [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Private placement to purchase shares of common stock | $ 8,500,000 | $ 7,811,322 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: Earnings attributable to Class A Common Stock subject to possible redemption | ||||
Franchise tax expense | $ (25,000) | $ (39,243) | ||
Net earnings attributable to Class A Common Stock subject to possible redemption | $ (25,000) | $ (39,243) | ||
Denominator: Weighted average Class A Common Stock subject to possible redemption | ||||
Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption (in Shares) | 8,622,644 | 3,913,315 | 8,167,884 | 3,913,315 |
Basic and diluted net earnings per share, Class A Common Stock subject to possible redemption (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Numerator: Non-redeemable net loss - Basic and Diluted | ||||
Net loss | $ (488,005) | $ (1,795,149) | $ (1,684,261) | $ (1,812,072) |
Less: Net earnings attributable to Class A Common Stock subject to possible redemption | 25,000 | 39,243 | ||
Non-redeemable net loss - Basic and Diluted | $ (463,005) | $ (1,795,149) | $ (1,645,018) | $ (1,812,072) |
Denominator: Weighted average Non-Redeemable Class A and Class B Common Stock | ||||
Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B Common Stock (in Shares) | 2,155,661 | 3,913,315 | 2,610,421 | 3,913,315 |
Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock (in Shares) | 0 | (0.46) | 0 | (0.46) |
Initial Public Offering (Detail
Initial Public Offering (Details) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Initial Public Offering (Details) [Line Items] | |
Number of shares issued in transaction | shares | 8,622,644 |
Price per share | $ / shares | $ 10 |
Exercise price of warrants | $ / shares | $ 11.50 |
Underwriters [Member] | |
Initial Public Offering (Details) [Line Items] | |
Number of shares issued in transaction | shares | 122,644 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Private Placement (Details) [Line Items] | ||||
Purchase of private placement warrants | $ 3,500,000 | |||
Price per share (in Dollars per share) | $ 10 | $ 10 | ||
Aggregate purchase price of private placement warrant | $ 1,400,000 | |||
Exercise price of warrants (in Dollars per share) | $ 11.50 | $ 11.50 | ||
Private placement warrants outstanding | $ 3,500,000 | |||
Changes in the fair value of warrant liabilities | $ (595,000) | $ 35,000 | $ (280,000) | $ 35,000 |
Private Placement [Member] | ||||
Private Placement (Details) [Line Items] | ||||
Price per share (in Dollars per share) | $ 0.40 | $ 0.40 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Apr. 28, 2020 | Apr. 28, 2020 | Dec. 31, 2018 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jan. 14, 2020 | |
Related Party Transactions (Details) [Line Items] | ||||||||
Aggregate shares of common stock (in Shares) | 8,622,644 | |||||||
Description of related party transaction | The Initial Stockholders have agreed that, subject to certain limited exceptions, 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) six months after the date of the consummation of a Business Combination or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 10 trading days within any 30-trading day period commencing after a Business Combination and the remaining 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until six months after the date of the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. | |||||||
Incurred paid | $ 30,000 | $ 20,000 | $ 60,000 | $ 20,000 | ||||
Sponsor [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Aggregate shares of common stock (in Shares) | 5,000,000 | |||||||
Aggregate purchase price | $ 25,000 | |||||||
Sponsor cancelled shares (in Shares) | 2,556,250 | |||||||
Remaining shares owned by sponsor (in Shares) | 2,443,750 | |||||||
Outstanding under promissory note | $ 30,000 | $ 30,000 | ||||||
Sponsor promissory note | $ 500,000 | 500,000 | ||||||
Exchange promissory note for cash | 500,000 | |||||||
General and administrative services | $ 10,000 | |||||||
Founders [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Sponsor cancelled shares (in Shares) | 318,750 | |||||||
Percentage of shares issued and outstanding | 20.00% | |||||||
Founder Shares were forfeited (in Shares) | 288,089 | |||||||
Founder Shares are no longer subject to forfeiture (in Shares) | 30,661 | |||||||
Founder shares outstanding (in Shares) | 2,155,661 | |||||||
Unsecured Promissory Note [Member] | Sponsor [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Aggregate principal amount | $ 500,000 |
Commitments (Details)
Commitments (Details) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments [Abstract] | |
Effective date, description | Chardan Capital Markets, LLC and its related persons may not, with respect to the Private Placement Warrants purchased by the Sponsor, (i) have more than one demand registration right at the Company’s expense, (ii) exercise their demand registration rights more than five (5) years from the effective date of the Initial Public Offering, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the effective date of the Initial Public Offering, as long as Chardan Capital Markets, LLC or any of its related persons are beneficial owners of Private Placement Warrants. |
Warrants (Details)
Warrants (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Warrants (Details) [Line Items] | ||||
Fair value of warrant liabilities | $ 595,000 | $ (35,000) | $ 280,000 | $ (35,000) |
Public Warrants [Member] | ||||
Warrants (Details) [Line Items] | ||||
Warrants outstanding (in Shares) | 8,622,644 | 8,622,644 | ||
Private Placement [Member] | ||||
Warrants (Details) [Line Items] | ||||
Warrants outstanding (in Shares) | 3,500,000 | 3,500,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Apr. 23, 2020 |
Stockholders' Equity (Details) [Line Items] | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 30,000,000 | 30,000,000 | 30,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares outstanding | 2,155,661 | 3,070,233 | |
Common stock, shares issued | 2,155,661 | 3,070,233 | |
Common stock subject to possible redemption | 8,622,644 | 7,708,072 | |
Redemption par value per share (in Dollars per share) | $ 10 | ||
Net tangible assets (in Dollars) | $ 5,000,001 | ||
Additional net tangible assets (in Dollars) | 30,000,000 | ||
Common stocks subject to possible redemption (in Dollars) | $ 86,254,797 | ||
Common Stock [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Common stock, shares outstanding | 2,155,661 | ||
Common stock, shares issued | 3,070,233 | ||
Common stock subject to possible redemption | 8,622,644 | 7,708,072 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of fair value hierarchy of the valuation inputs - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Amount at Fair Value [Member] | ||
Assets | ||
Money Market investments | $ 86,254,797 | $ 86,247,631 |
Liabilities | ||
Warrant liability – Private Placement Warrants | 3,745,000 | 4,025,000 |
Level 1 [Member] | ||
Assets | ||
Money Market investments | 86,254,797 | 86,247,631 |
Liabilities | ||
Warrant liability – Private Placement Warrants | ||
Level 2 [Member] | ||
Assets | ||
Money Market investments | ||
Liabilities | ||
Warrant liability – Private Placement Warrants | ||
Level 3 [Member] | ||
Assets | ||
Money Market investments | ||
Liabilities | ||
Warrant liability – Private Placement Warrants | $ 3,745,000 | $ 4,025,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of significant unobservable inputs used in the modified Black-Scholes model - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule of significant unobservable inputs used in the modified Black-Scholes model [Abstract] | ||
Stock price (in Dollars per share) | $ 9.96 | $ 10.20 |
Strike price (in Dollars per share) | $ 11.50 | $ 11.50 |
Probability of completing a Business Combination | 100.00% | 88.00% |
Dividend yield | ||
Term (in years) | 3 years 9 months 18 days | 4 years 3 months 18 days |
Volatility | 19.80% | 20.60% |
Risk-free rate | 0.63% | 0.29% |
Fair value of warrants (in Dollars per share) | $ 1.07 | $ 1.15 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of changes in fair value on recurring basis - Warrant Liabilities [Member] | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Fair Value Measurements (Details) - Schedule of changes in fair value on recurring basis [Line Items] | |
Fair value beginning balance | $ 4,025,000 |
Change in fair value of warrant liabilities | (280,000) |
Fair value ending balance | $ 3,745,000 |