Document And Entity Information
Document And Entity Information - USD ($) | 11 Months Ended | ||
Dec. 31, 2020 | Jun. 30, 2020 | Mar. 22, 2020 | |
Document Information Line Items | |||
Entity Registrant Name | NewHold Investment Corp. | ||
Document Type | 10-K/A | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 0 | ||
Amendment Flag | true | ||
Amendment Description | NewHold Investment Corp. (the “Company,” “NewHold,” “we”, “our” or “us”) is filing this Amendment No. 1 to its Annual Report on Form 10-K/A (this “Amendment”) to amend its Annual Report on Form 10-K for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission (“SEC”), on March 25, 2021, (the “Original Filing”) to restate (i) is financial statements as of and for the period ended December 31, 2020, (ii) its financial statements as of and for the periods ended September 30, 2020 and (iii) its balance sheet as of August 4, 2020 and its pro forma balance sheet as of August 4, 2020, in the accompanying notes to the financial statements included in this Amendment, including describing the restatement and its impact on previously reported amounts.The restatement results from the Company’s prior accounting for its outstanding warrants issued in connection with its initial public offering in August 2020 as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant.Upon review of the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” promulgated by the SEC on April 12, 2021 (the “SEC Staff Statement”), the Company’s management further evaluated the warrants, with assistance from valuation and accounting consultants, under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management concluded that the Company’s warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the characteristics of the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares.As a result of the above, the Company is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period, and to restate its financial statements accordingly.The Company’s prior accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses, cash flows, cash or total stockholders’ equity.In connection with the restatement, the Company’s management reassessed the effectiveness of its disclosure controls and procedures as of December 31, 2020 and September 30, 2020. As a result of that reassessment and in light of the SEC Staff Statement, the Company’s management determined that its disclosure controls and procedures as of December 31, 2020 and September 30, 2020 were not effective solely as a result of its classification of the warrants as components of equity instead of as derivative liabilities. For more information, see Item 9A included in this Amendment.The Company has not amended its previously filed Form 10-Q as of and for the periods ended September 30, 2020 or its Current Reports on Form 8-K for the balance sheet and pro forma balance sheet as of August 4, 2020 affected by the restatement. The financial information that has been previously filed or otherwise reported for these periods is superseded by the information in this Amendment and the financial statements and related financial information contained in such previously filed reports should no longer be relied upon.The restatement is more fully described in Note 2 of the notes to the condensed financial statements included herein. | ||
Entity Central Index Key | 0001805385 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
Document Transition Report | false | ||
Entity File Number | 001-39753 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Interactive Data Current | Yes | ||
Class A Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 17,250,000 | ||
Class B Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 4,312,500 |
Balance Sheet
Balance Sheet | Dec. 31, 2020USD ($) |
Current assets: | |
Cash | $ 1,328,000 |
Prepaid expenses and other assets | 184,000 |
Total current assets | 1,512,000 |
Cash and investments held in trust account | 172,579,000 |
Total assets | 174,091,000 |
Current liabilities: | |
Accounts payable and accrued liabilities | 677,000 |
Accrued income and franchise taxes | 83,000 |
Total current liabilities | 760,000 |
Other liabilities: | |
Warrant liability | 21,519,000 |
Deferred underwriting compensation | 6,038,000 |
Total liabilities | 28,317,000 |
Common stock subject to possible redemption; 14,077,350 shares (at approximately $10.00 per share) | 140,774,000 |
Commitments and contingencies | |
Stockholders’ equity: | |
Preferred stock, $0.0001 par value; 1,000,000 authorized shares; none issued or outstanding | |
Additional paid-in-capital | 16,912,000 |
Retained earnings (accumulated deficit) | (11,912,000) |
Total stockholders’ equity | 5,000,000 |
Total liabilities and stockholders’ equity | 174,091,000 |
Class A Common Stock | |
Stockholders’ equity: | |
Common stock value | |
Total stockholders’ equity | |
Class B Common Stock | |
Stockholders’ equity: | |
Common stock value | |
Total stockholders’ equity |
Balance Sheet (Parentheticals)
Balance Sheet (Parentheticals) | Dec. 31, 2020$ / sharesshares |
Common stock shares subject to possible redemption | 14,077,350 |
Common stock subject to possible redemption price per share (in Dollars per share) | $ / shares | $ 10 |
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | |
Preferred stock, shares outstanding | |
Class A Common Stock | |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 45,000,000 |
Common stock, shares issued | 3,172,650 |
Common stock, shares outstanding | 3,172,650 |
Class B Common Stock | |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 5,000,000 |
Common stock, shares issued | 4,312,500 |
Common stock, shares outstanding | 4,312,500 |
Statement of Operations
Statement of Operations | 11 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Revenues | |
General and administrative expenses | 1,030,000 |
Loss from operations | (1,030,000) |
Other income (expense) | |
Income on Trust Account | 79,000 |
Cost of issuance of public and private warrants | (390,000) |
Change in fair value of warrant liability | (10,571,000) |
Total other expense, net | (10,882,000) |
Income before provision for income tax | (11,912,000) |
Provision for income tax | |
Net loss | $ (11,912,000) |
Class A common stock | |
Weighted average common shares outstanding - basic and diluted (in Shares) | shares | 17,114,000 |
Net income per common share – basic and diluted (in Dollars per share) | $ / shares | $ 0 |
Class B common stock | |
Weighted average common shares outstanding - basic and diluted (in Shares) | shares | 4,007,500 |
Net income per common share – basic and diluted (in Dollars per share) | $ / shares | $ (2.97) |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity - 11 months ended Dec. 31, 2020 - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Total |
Balance at Jan. 23, 2020 | |||||
Balance (in Shares) at Jan. 23, 2020 | |||||
Sale of shares to Sponsor at $0.006 per share | 25,000 | 25,000 | |||
Sale of shares to Sponsor at $0.006 per share (in Shares) | 4,312,500 | ||||
Forfeiture of 920,000 shares of Class B common stock | |||||
Forfeiture of 920,000 shares of Class B common stock (in Shares) | (920,000) | (14,325,000) | |||
Issuance of 920,000 shares of Class B common stock to Anchor investor | 5,000 | $ 5,000 | |||
Issuance of 920,000 shares of Class B common stock to Anchor investor (in Shares) | 920,000 | ||||
Sale of Units to the public at $10.00 per Unit | $ 2,000 | 172,498,000 | 172,500,000 | ||
Sale of Units to the public at $10.00 per Unit (in Shares) | 17,250,000 | ||||
Underwriters’ discount and offering expenses | (9,596,000) | (9,596,000) | |||
Sale of 5,700,000 Private Placement Warrants at $1.00 per warrant, at fair value, $0.77 | 4,364,000 | 4,364,000 | |||
Cash received in excess of fair value of warrants | 1,336,000 | 1,336,000 | |||
Initial classification of warrant liability | (10,948,000) | (10,948,000) | |||
Class A common stock subject to possible redemption | $ (2,000) | (140,772,000) | (140,774,000) | ||
Class A common stock subject to possible redemption (in Shares) | (14,077,350) | ||||
Net loss | (11,912,000) | (11,912,000) | |||
Balance, at Dec. 31, 2020 | $ 16,912,000 | $ (11,912,000) | $ 5,000,000 | ||
Balance, (in Shares) at Dec. 31, 2020 | 3,172,650 | 4,312,500 |
Statements of Changes in Stoc_2
Statements of Changes in Stockholders' Equity (Parentheticals) | 11 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Statement of Stockholders' Equity [Abstract] | |
Sponsor per share | $ 0.006 |
Forfeiture shares (in Shares) | shares | 920,000 |
Anchor investor (in Dollars) | $ | $ 920,000 |
Sale per unit | $ 10 |
Sale of Private Placement (in Shares) | shares | 5,700,000 |
Private Placement Warrants | $ 1 |
Fair value (in Dollars) | $ | $ 0.77 |
Statement of Cash Flows
Statement of Cash Flows | 11 Months Ended |
Dec. 31, 2020USD ($) | |
Cash flows from operating activities: | |
Net loss | $ (11,912,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Income earned on the Trust Account | (79,000) |
Cost of warrant issuance included in financing activities | (390,000) |
Change in fair value of warrant liability | (10,571,000) |
Changes in operating assets and liabilities: | |
Increase in prepaid expenses and other assets | (184,000) |
Increase in accounts payable and accrued liabilities | 677,000 |
Increase in accrued income and franchise taxes and rounding | 83,000 |
Net cash used in operating activities | (454,000) |
Cash flows from investing activities: Cash deposited in Trust Account | (172,500,000) |
Cash flows from financing activities: | |
Proceeds from sale of stock to Sponsor and Anchor Investor | 30,000 |
Proceeds from Note payable to Sponsor | 47,000 |
Proceeds from sale of Public Offering Units | 172,500,000 |
Proceeds from sale of Private Placement Warrants | 5,700,000 |
Payment of underwriting discounts | (3,450,000) |
Payment of offering costs | (498,000) |
Payment of Note payable to Sponsor | (47,000) |
Net cash provided by financing activities | 174,282,000 |
Net increase in cash | 1,328,000 |
Cash at beginning of period | |
Cash at end of period | 1,328,000 |
Supplemental disclosure of non-cash financing activities: | |
Deferred underwriting compensation | 6,038,000 |
Class A common stock subject to possible redemption – initial value | 152,368,000 |
Initial classification of warrant liability | 10,948,000 |
Change in value of Class A common stock subject to redemption | $ (11,594,000) |
Description of Organization and
Description of Organization and Business Operations | 11 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General: NewHold Investment Corp. (the “Company”) was incorporated in Delaware on January At December -operating The Company has selected December 31 st Sponsor and Financing: The Company’s sponsor is NewHold Industrial Technology Holdings LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Public Offering (as described in Note 3) was declared effective by the United States Securities and Exchange Commission (the “SEC”) on July The Trust Account: The funds in the Trust Account are to be invested only in U.S. government treasury bills with a maturity of one hundred and eighty five (185) days or less or in money market funds meeting certain conditions under Rule 2a -7 The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay tax obligations and up to $250,000 per year for working capital purposes, if any, (less up to $100,000 of interest to pay dissolution expenses), none of the funds held in the Trust Account will be released until the earliest of: (a) the completion of the initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the ability of holders of the public shares to seek redemption in connection with our initial business combination or the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 24 -Business Business Combination: The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with a Target Business. As used herein, “Target Business” is one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less deferred underwriting commissions and any taxes payable on interest earned) at the time of signing a definitive agreement in connection with the Company’s initial Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable and amounts released for working capital, or (ii) provide stockholders with the opportunity to have their shares redeemed by the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable and amounts released to the Company for working capital. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval unless a vote is required by the rules of the Nasdaq Capital Market. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of Class A and Class B common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of a Business Combination. In such case, the Company would not proceed with the redemption of its public shares and the related Business Combination, and instead may search for an alternate Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable and amounts released to the Company for working capital. As a result, such shares of Class A common stock will be recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 480, “Distinguishing Liabilities from Equity.” In August 2020, the Company deposited an aggregate of $172,500,000 from the proceeds of the Public Offering, including the underwriters’ exercise of their overallotment option and the sale of $5,700,000 for the Private Placement Warrants, net of expenses. The Company will have 24 balance of the Company’s net assets to its creditors and remaining stockholders, as part of its plan of dissolution and liquidation. The initial stockholders have entered into letter agreements with us, pursuant to which they have waived their rights to participate in any redemption with respect to their initial shares; however, if the initial stockholders or any of the Company’s officers, directors or affiliates acquire shares of Class A common stock in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within 24 In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the price per Unit in the Public Offering. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 11 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for its outstanding public and private warrants as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. Upon review of the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (SPACs)” promulgated by the SEC on April -40 -40-15 -linked -40-15 -for-fixed -40-15 -for-fixed As a result of the above, the Company is reclassifying the warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The financial statements as of and for the periods ended September -Q -Q -K In addition, the impact to the balance sheet as of August -K -K The Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses, cash flows, cash or total stockholders’ equity. As Previously Reported Adjustments As Restated December 31, 2020 Balance sheet at December 31, 2020 (audited): Warrant Liability $ — $ 10,948,000 $ 21,519,000 10,571,000 Class A common stock subject to possible redemption 162,293,000 (10,948,000 ) 140,774,000 (10,571,000 ) Additional paid-in capital 5,951,000 390,000 16,912,000 10,571,000 Retained earnings (accumulated deficit) (951,000 ) (390,000 ) (11,912,000 ) (10,571,000 ) Statement of Operations for the Period from January 24, Other expense – Costs of issuance of warrants — (390,000 ) (390,000 ) Other expense – Change in value of warrant liability — (10,571,000 ) (10,571,000 ) Total other income (expense) 79,000 (390,000 ) (10,882,000 ) (10,571,000 ) Net income (loss) (951,000 ) (390,000 ) (11,912,000 ) (10,571,000 ) Net income (loss) per Class B common share, basic and diluted (0.24 ) (2.73 ) (2.97 ) Statement of Cash Flows for the Period from January 24, Cost of warrant issuance included in financing activities — (390,000 ) (390,000 ) Change in fair value of warrant liability — (10,571,000 ) (10,571,000 ) As Previously Reported Adjustments As Restated September 30, 2020: Balance sheet at September 30, 2020 (unaudited): Warrant Liability $ — $ 10,948,000 $ 9,468,000 (1,480,000 ) Class A common stock subject to possible redemption 163,128,000 9,468,000 153,660,000 Additional paid-in capital 5,121,000 390,000 4,031,000 (1,480,000 ) Retained earnings (accumulated deficit) (2,000 ) (390,000 ) 969,000 1,480,000 Statement of Operations for the Three months ended Other income – Change in value of warrant liability — 1,480,000 1,480,000 Other income – Costs of issuance of warrants — (390,000 ) (390,000 ) Net income (loss) (119,000 ) 1,090,000 971,000 Net income (loss) per Class B common share, basic (0.03 ) 0.26 0.23 As Previously Reported Adjustments As Restated Statement of Operations for the Period from January 24, Other income – Change in value of warrant liability — 1,480,000 1,480,000 Other income – Costs of issuance of warrants — (390,000 ) (390,000 ) Other income (expense) 26,000 1,090,000 1,116,000 Net income (loss) (121,000 ) 1,480,000 969,000 (390,000 ) Net income (loss) per Class B common share-basic and diluted (0.03 ) 0.25 0.22 Statement of Cash Flows for the Period from January 24, Cost of warrant issuance included in financing — (390,000 ) (390,000 ) Change in fair value of warrant liability — (1,480,000 ) (1,480,000 ) Statement of Cash Flows for the Three months ended Cost of warrant issuance included in financing — (390,000 ) (390,000 ) Change in fair value of warrant liability — (1,480,000 ) (1,480,000 ) Net income (loss) available to each class of common stockholders is as follows for the three months ended September Three months Ended September 30, 2020 For the Period From 2020 (date of inception) to September 30, 2020 Net income available to Class A common stockholders: Interest income $ 26,000 $ 26,000 Less: Income and franchise taxes (26,000 ) (26,000 ) Net income attributable to Class A common stockholders $ — $ — Net income available to Class B common stockholders: Net loss $ (119,000 ) $ (121,000 ) Add: Change in warrant liability 1,480,000 1,480,000 Less: Costs of warrant issuance — (390,000 ) Less: amount attributable to Class A common stockholders — — Net (loss) attributable to Class B common stockholders $ 1,361,000 $ 969,000 December 31, 2020 — Description December 31, Quoted Prices Significant Significant Warrant Liabilities Public Warrants $ 12,851,000 $ — $ — $ 12,851,000 Private Placement Warrants $ 8,668,000 $ — $ — $ 8,668,000 Warrant liability at December 31, 2020 $ 21,519,000 $ 21,519,000 September 30, 2020 — Description September 30, Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Warrant Liabilities Public Warrants $ 5,705,000 $ — $ — $ 5,705,000 Private Placement Warrants $ 3,763,000 $ — $ — $ 3,763,000 Warrant liability at September 30, 2020 $ 9,468,000 $ 9,468,000 The Company utilizes an independent valuation consultant that uses a Monte Carlo simulation model to value the warrants at each reporting period, with changes in fair value recognized in the statement 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 -free -free -coupon The warrant liabilities are not subject to qualified hedge accounting. There were no transfers between Levels The following table provides quantitative information regarding Level 3 fair value measurements: December 31, 2020: Private Placement Warrants At As of Stock price $ 9.62 $ 10.01 Strike price $ 11.50 $ 11.50 Term (in years) 5.0 5.0 Volatility 14.36 % 20.66 % Risk-free rate 0.275 % 0.469 % Fair value of private placement warrants $ 0.77 $ 1.52 Public Warrants At As of Stock price $ 9.63 $ 10.01 Strike price $ 11.50 $ 11.50 Term (in years) 5.0 5.0 Volatility 15.0 % 15.0 % Risk-free rate 0.275 % 0.469 % Fair value of public warrants $ 0.76 $ 1.49 The following table presents the changes in the fair value of warrant liabilities at December Public Private Placement Warrant Liabilities Initial measurement on August 4, 2020, pro forma for overallotment $ 6,584,000 $ 4,364,000 $ 10,948,000 Change in valuation inputs or other assumptions 6,267,000 4,304,000 10,571,000 Fair value as of December 31, 2020 $ 12,851,000 $ 8,668,000 $ 21,519,000 September 30, 2020: Private Placement Warrants At As of Stock price $ 9.63 $ 9.75 Strike price $ 11.50 $ 11.50 Term (in years) 5.0 5.0 Volatility – post announcement 15.0 % 12.68 % Risk-free rate 0.275 % .351 % Fair value of private placement warrants $ 0.77 $ 0.67 Public Warrants At As of Stock price $ 9.63 $ 9.76 Strike price $ 11.50 $ 11.50 Term (in years) 5.0 5.0 Volatility – post announcement 15.0 % 15.0 % Risk-free rate 0.275 % .351 % Fair value of private placement warrants $ 0.77 $ 0.66 The following table presents the changes in the fair value of warrant liabilities at September Public Private Placement Warrant Liabilities Initial measurement on August 4, 2020, pro forma for overallotment $ 6,584,000 $ 4,364,000 $ 10,948,000 Change in valuation inputs or other assumptions (879,000 ) (601,000 ) (1,480,000 ) Fair value as of September 30, 2020 $ 5,705,000 $ 3,763,000 $ 9,468,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 11 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation: The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”). In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014 -15 All dollar amounts are rounded to the nearest thousand dollars. Emerging Growth Company 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 Cash and Cash Equivalents: The Company considers all highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents. The Company had no cash equivalents at December Deferred Offering Costs: The Company complies with the requirements of the FASB ASC 340 -10-S99-1 Common Stock Subject to Possible Redemption: As discussed in Note The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by adjustments to additional paid -in Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 14,325,000 -dilutive The Company’s statement of operations includes a presentation of income (loss) per share for common stock subject to redemption in a manner similar to the two -class For the Net income available to Class A common stockholders: Income on trust account $ 79,000 Less: Income and franchise taxes to the extent of income (79,000 ) Net income attributable to Class A common stockholders $ — Net income available to Class B common stockholders: Net loss $ (11,912,000 ) Less: amount attributable to Class A common stockholders — Net (loss) attributable to Class B common stockholders $ (11,912,000 ) Concentration of Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments: The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the financial statements primarily due to their short -term Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 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 as of December Income Taxes: The Company follows the asset and liability method of accounting for income taxes under FASB 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. The Company’s general and administrative costs are generally considered start -up -up FASB 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 Warrant Liability The Company accounts for warrants as either equity -classified -classified 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 -cash Recent Accounting Pronouncements: Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. Subsequent Events: Management has evaluated subsequent events occurring after the date of the financial statements up to May 14, 2021, the date the financial statements were available to be issued to determine if there were any such events or transactions that require potential adjustment to or disclosure in the financial statements. The Company has concluded that all such events that would require adjustment or disclosure have been recognized or disclosed. See Note 8. |
Public Offering
Public Offering | 11 Months Ended |
Dec. 31, 2020 | |
Regulated Operations [Abstract] | |
PUBLIC OFFERING | NOTE 4 — PUBLIC OFFERING In August 2020, the Company closed on the Public Offering, including the full exercise of the underwriters’ overallotment option, of an aggregate 17,250,000 units at a price of $10.00 per unit (the “Units”). Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value and one -half -month in the warrant agreement. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Company’s shares of Class A common stock equals or exceeds $18.00 per share for any 20 trading days within the 30 -trading In addition, if the Company issues additional shares of Class A common stock or equity -linked The Company paid an underwriting discount of 2.0% of the per Unit price to the underwriters at the closing of the Public Offering (an aggregate fee of $3,450,000 including the exercise of the underwriter’s overallotment option). In addition, the Company expects to pay an underwriting commission of 3.5% of the per Unit price to the underwriters (an aggregate of approximately $6,038,000), which commission was deposited in the Trust Account at the closing of the Public Offering and will be released to the underwriters only upon and concurrently with completion of the Company’s initial Business Combination. |
Related Party Transactions
Related Party Transactions | 11 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares In February 2020, the Sponsor purchased 4,312,500 -Reid The Company’s initial stockholders and Anchor Investors have agreed not to transfer, assign or sell any of its Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or (B), subsequent to the Company’s initial Business Combination, if (x) the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading Private Placement Warrants The Sponsor and the Anchor Investors purchased from the Company an aggregate of 5,700,000 warrants at a price of $1.00 per warrant, a purchase price of $5,700,000 in a private placement that occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”), including the underwriters’ full exercise of their overallotment option. Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. The purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering held in the Trust Account pending completion of the Company’s initial Business Combination. The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) are not transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will be non -redeemable If the Company does not complete a Business Combination, then the proceeds from the sale of the Private Placement Warrants will be part of the liquidating distribution to the public stockholders and the Private Placement Warrants issued to the Sponsor will expire worthless. Registration Rights The Company’s initial stockholders and the holders of the Private Placement Warrants will be entitled to registration rights pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the Public Offering. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy -back Related Party Loans In February 2020, the Sponsor agreed to loan the Company an aggregate of $300,000 by drawdowns against the issuance of an unsecured promissory note (the “Note”) to cover expenses related to the Public Offering. The Note was non -interest Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity. The warrants would be identical to the Private Placement Warrants. 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. As of December Administrative Support Agreement The Company has agreed to pay $15,000 a month for office space, utilities and secretarial and administrative support to an affiliate of the Sponsor. Services commenced on the date the securities were first listed on the Nasdaq Capital Market and will terminate upon the earlier of the consummation by the Company of an initial Business Combination or the liquidation of the Company. During the period from January |
Trust Account and Fair Value Me
Trust Account and Fair Value Measurement | 11 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
TRUST ACCOUNT AND FAIR VALUE MEASUREMENT | NOTE 6 — TRUST ACCOUNT AND FAIR VALUE MEASUREMENT The Company complies with FASB ASC 820, Fair Value Measurements, for its financial assets and liabilities that are re -measured -financial -measured Upon the closing of the Public Offering and the Private Placement, a total of approximately $172,500,000 was deposited into the Trust Account. The proceeds in the Trust Account must be invested in either U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a -7 At December -to-maturity -to-maturity -to-maturity The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December Description Carrying Gross Quoted Price Assets: Cash and money market funds $ 1,000 $ — $ 1,000 U.S. government treasury bills 172,578,000 — 172,578,000 Total $ 172,579,000 $ — $ 172,579,000 In February 2021, new U.S. government treasury securities were purchased maturing in May 2021 and yielding interest of less than 0.1%. |
Stockholders' Equity
Stockholders' Equity | 11 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 7 — STOCKHOLDERS’ EQUITY Common Stock The authorized common stock of the Company is 50,000,000 Preferred Stock The Company is authorized to issue 1,000,000 |
Commitments and Contingencies
Commitments and Contingencies | 11 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties – COVID-19 Management continues to evaluate the impact of the COVID -19 |
Subsequent Event _ Merger Agree
Subsequent Event – Merger Agreement and Related Items | 11 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT – MERGER AGREEMENT AND RELATED ITEMS | NOTE 9 — SUBSEQUENT EVENT – MERGER AGREEMENT AND RELATED ITEMS Management has evaluated subsequent events occurring after the date of the financial statements but before the financial statements were available to be issued on May Merger Agreement On March Evolv is engaged in the business of providing artificial intelligence touchless security screening. Evolv is based in Waltham, Massachusetts. More complete information about the Merger Agreement and related Support Agreement, Amended and Restated Insider Letter Agreement, form of Subscription Agreement and Stockholder Agreement are filed with the Current Report on Form 8 -K |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 11 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation: The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”). In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014 -15 All dollar amounts are rounded to the nearest thousand dollars. |
Emerging Growth Company | Emerging Growth Company 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 |
Cash and Cash Equivalents | Cash and Cash Equivalents: The Company considers all highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents. The Company had no cash equivalents at December |
Deferred Offering Costs | Deferred Offering Costs: The Company complies with the requirements of the FASB ASC 340 -10-S99-1 |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption: As discussed in Note The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by adjustments to additional paid -in |
Net Income (Loss) per Share | Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 14,325,000 -dilutive The Company’s statement of operations includes a presentation of income (loss) per share for common stock subject to redemption in a manner similar to the two -class For the Net income available to Class A common stockholders: Income on trust account $ 79,000 Less: Income and franchise taxes to the extent of income (79,000 ) Net income attributable to Class A common stockholders $ — Net income available to Class B common stockholders: Net loss $ (11,912,000 ) Less: amount attributable to Class A common stockholders — Net (loss) attributable to Class B common stockholders $ (11,912,000 ) |
Concentration of Credit Risk | Concentration of Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Financial Instruments | Financial Instruments: The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the financial statements primarily due to their short -term |
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 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 as of December |
Income Taxes | Income Taxes: The Company follows the asset and liability method of accounting for income taxes under FASB 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. The Company’s general and administrative costs are generally considered start -up -up FASB 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 |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity -classified -classified 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 -cash |
Recent Accounting Pronouncements | Recent Accounting Pronouncements: Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Subsequent Events | Subsequent Events: Management has evaluated subsequent events occurring after the date of the financial statements up to May 14, 2021, the date the financial statements were available to be issued to determine if there were any such events or transactions that require potential adjustment to or disclosure in the financial statements. The Company has concluded that all such events that would require adjustment or disclosure have been recognized or disclosed. See Note 8. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 11 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of the restatement on each financial statement | As Previously Reported Adjustments As Restated December 31, 2020 Balance sheet at December 31, 2020 (audited): Warrant Liability $ — $ 10,948,000 $ 21,519,000 10,571,000 Class A common stock subject to possible redemption 162,293,000 (10,948,000 ) 140,774,000 (10,571,000 ) Additional paid-in capital 5,951,000 390,000 16,912,000 10,571,000 Retained earnings (accumulated deficit) (951,000 ) (390,000 ) (11,912,000 ) (10,571,000 ) Statement of Operations for the Period from January 24, Other expense – Costs of issuance of warrants — (390,000 ) (390,000 ) Other expense – Change in value of warrant liability — (10,571,000 ) (10,571,000 ) Total other income (expense) 79,000 (390,000 ) (10,882,000 ) (10,571,000 ) Net income (loss) (951,000 ) (390,000 ) (11,912,000 ) (10,571,000 ) Net income (loss) per Class B common share, basic and diluted (0.24 ) (2.73 ) (2.97 ) Statement of Cash Flows for the Period from January 24, Cost of warrant issuance included in financing activities — (390,000 ) (390,000 ) Change in fair value of warrant liability — (10,571,000 ) (10,571,000 ) As Previously Reported Adjustments As Restated September 30, 2020: Balance sheet at September 30, 2020 (unaudited): Warrant Liability $ — $ 10,948,000 $ 9,468,000 (1,480,000 ) Class A common stock subject to possible redemption 163,128,000 9,468,000 153,660,000 Additional paid-in capital 5,121,000 390,000 4,031,000 (1,480,000 ) Retained earnings (accumulated deficit) (2,000 ) (390,000 ) 969,000 1,480,000 Statement of Operations for the Three months ended Other income – Change in value of warrant liability — 1,480,000 1,480,000 Other income – Costs of issuance of warrants — (390,000 ) (390,000 ) Net income (loss) (119,000 ) 1,090,000 971,000 Net income (loss) per Class B common share, basic (0.03 ) 0.26 0.23 As Previously Reported Adjustments As Restated Statement of Operations for the Period from January 24, Other income – Change in value of warrant liability — 1,480,000 1,480,000 Other income – Costs of issuance of warrants — (390,000 ) (390,000 ) Other income (expense) 26,000 1,090,000 1,116,000 Net income (loss) (121,000 ) 1,480,000 969,000 (390,000 ) Net income (loss) per Class B common share-basic and diluted (0.03 ) 0.25 0.22 Statement of Cash Flows for the Period from January 24, Cost of warrant issuance included in financing — (390,000 ) (390,000 ) Change in fair value of warrant liability — (1,480,000 ) (1,480,000 ) Statement of Cash Flows for the Three months ended Cost of warrant issuance included in financing — (390,000 ) (390,000 ) Change in fair value of warrant liability — (1,480,000 ) (1,480,000 ) |
Schedule of basic and diluted loss per common share | Three months Ended September 30, 2020 For the Period From 2020 (date of inception) to September 30, 2020 Net income available to Class A common stockholders: Interest income $ 26,000 $ 26,000 Less: Income and franchise taxes (26,000 ) (26,000 ) Net income attributable to Class A common stockholders $ — $ — Net income available to Class B common stockholders: Net loss $ (119,000 ) $ (121,000 ) Add: Change in warrant liability 1,480,000 1,480,000 Less: Costs of warrant issuance — (390,000 ) Less: amount attributable to Class A common stockholders — — Net (loss) attributable to Class B common stockholders $ 1,361,000 $ 969,000 |
Schedule of fair value hierarchy of valuation techniques | Description December 31, Quoted Prices Significant Significant Warrant Liabilities Public Warrants $ 12,851,000 $ — $ — $ 12,851,000 Private Placement Warrants $ 8,668,000 $ — $ — $ 8,668,000 Warrant liability at December 31, 2020 $ 21,519,000 $ 21,519,000 Description September 30, Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Warrant Liabilities Public Warrants $ 5,705,000 $ — $ — $ 5,705,000 Private Placement Warrants $ 3,763,000 $ — $ — $ 3,763,000 Warrant liability at September 30, 2020 $ 9,468,000 $ 9,468,000 |
Schedule of quantitative information regarding Level 3 fair value measurements | Private Placement Warrants At As of Stock price $ 9.62 $ 10.01 Strike price $ 11.50 $ 11.50 Term (in years) 5.0 5.0 Volatility 14.36 % 20.66 % Risk-free rate 0.275 % 0.469 % Fair value of private placement warrants $ 0.77 $ 1.52 Public Warrants At As of Stock price $ 9.63 $ 10.01 Strike price $ 11.50 $ 11.50 Term (in years) 5.0 5.0 Volatility 15.0 % 15.0 % Risk-free rate 0.275 % 0.469 % Fair value of public warrants $ 0.76 $ 1.49 Private Placement Warrants At As of Stock price $ 9.63 $ 9.75 Strike price $ 11.50 $ 11.50 Term (in years) 5.0 5.0 Volatility – post announcement 15.0 % 12.68 % Risk-free rate 0.275 % .351 % Fair value of private placement warrants $ 0.77 $ 0.67 Public Warrants At As of Stock price $ 9.63 $ 9.76 Strike price $ 11.50 $ 11.50 Term (in years) 5.0 5.0 Volatility – post announcement 15.0 % 15.0 % Risk-free rate 0.275 % .351 % Fair value of private placement warrants $ 0.77 $ 0.66 |
Schedule of changes in the fair value of warrant liabilities | Public Private Placement Warrant Liabilities Initial measurement on August 4, 2020, pro forma for overallotment $ 6,584,000 $ 4,364,000 $ 10,948,000 Change in valuation inputs or other assumptions 6,267,000 4,304,000 10,571,000 Fair value as of December 31, 2020 $ 12,851,000 $ 8,668,000 $ 21,519,000 Public Private Placement Warrant Liabilities Initial measurement on August 4, 2020, pro forma for overallotment $ 6,584,000 $ 4,364,000 $ 10,948,000 Change in valuation inputs or other assumptions (879,000 ) (601,000 ) (1,480,000 ) Fair value as of September 30, 2020 $ 5,705,000 $ 3,763,000 $ 9,468,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 11 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of operations includes a presentation of income (loss) | For the Net income available to Class A common stockholders: Income on trust account $ 79,000 Less: Income and franchise taxes to the extent of income (79,000 ) Net income attributable to Class A common stockholders $ — Net income available to Class B common stockholders: Net loss $ (11,912,000 ) Less: amount attributable to Class A common stockholders — Net (loss) attributable to Class B common stockholders $ (11,912,000 ) |
Trust Account and Fair Value _2
Trust Account and Fair Value Measurement (Tables) | 11 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair values investments active markets for identical assets or liabilities | Description Carrying Gross Quoted Price Assets: Cash and money market funds $ 1,000 $ — $ 1,000 U.S. government treasury bills 172,578,000 — 172,578,000 Total $ 172,579,000 $ — $ 172,579,000 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Aug. 31, 2020 | Jul. 30, 2020 | Dec. 31, 2020 |
Description of Organization and Business Operations (Details) [Line Items] | |||
Proceeds from public offering | $ 172,500,000 | $ 172,500,000 | $ 172,500,000 |
Proceeds from issuance of private placement warrants | $ 5,700,000 | 5,700,000 | $ 5,700,000 |
Trust account deposit | $ 172,500,000 | ||
U.S. government treasury bills maturity period, description | The funds in the Trust Account are to be invested only in U.S. government treasury bills with a maturity of one hundred and eighty five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations. | ||
Working capital | $ 250,000 | ||
Interest to pay dissolution expenses | $ 100,000 | ||
Redeem public shares, percentage | 100.00% | ||
Trust account, percentage | 80.00% | ||
Business combination of redeem shares | $ 5,000,001 | ||
Pay dissolution expenses | $ 100,000 | ||
Class A Common Stock [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Redemption of shares, percentage | 100.00% |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) | 11 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Warrants, description | In addition, the impact to the balance sheet as of August 4, 2020 prepared in connection with the Public Offering and filed in a current report on Form 8-K with the SEC on August 10, 2020, pro forma to reflect the underwriters’ exercise in full of their overallotment option (the “Form 8-K) related to the impact of accounting for warrants as liabilities at fair value resulted in approximately a $10,948,000 million increase to the warrant liabilities line item at August 4, 2020 and an offsetting decrease to the Class A common stock subject to redemption. There is no change to total stockholders’ equity at any reported balance sheet date. In addition, the Company has recorded approximately $390,000 of costs to the statement of operations at inception of the warrants to reflect approximately $390,000 of warrant issuance costs. |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of the restatement on each financial statement - USD ($) | 3 Months Ended | 8 Months Ended | 11 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
As Previously Reported [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Warrant Liability | |||
Additional paid-in capital | 5,121,000 | 5,121,000 | 5,951,000 |
Retained earnings (accumulated deficit) | (2,000) | (2,000) | (951,000) |
Statement of Operations for the Period from January 24, 2020 (inception) to December 31, 2020 (audited) | |||
Other expense – Costs of issuance of warrants | |||
Other expense – Change in value of warrant liability | |||
Total other income (expense) | 26,000 | 79,000 | |
Other income – Costs of issuance of warrants | |||
Net income (loss) | (119,000) | (121,000) | (951,000) |
Other income – Change in value of warrant liability | |||
Statement of Cash Flows for the Period from January 24, 2020 (inception) to December 31, 2020 (audited) | |||
Cost of warrant issuance included in financing activities | |||
Change in fair value of warrant liability | |||
As Previously Reported [Member] | Class A Common Stock [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Class A common stock subject to possible redemption | $ 163,128,000 | $ 163,128,000 | $ 162,293,000 |
As Previously Reported [Member] | Class B Common Stock [Member] | |||
Statement of Operations for the Period from January 24, 2020 (inception) to December 31, 2020 (audited) | |||
Net income (loss) per Class B common share-basic and diluted (in Dollars per share) | $ (0.03) | $ (0.03) | $ (0.24) |
Adjustments [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Warrant Liability | $ 10,948,000 | $ 10,948,000 | $ 10,948,000 |
Additional paid-in capital | 390,000 | 390,000 | 390,000 |
Retained earnings (accumulated deficit) | (390,000) | (390,000) | (390,000) |
Statement of Operations for the Period from January 24, 2020 (inception) to December 31, 2020 (audited) | |||
Other expense – Costs of issuance of warrants | (390,000) | ||
Other expense – Change in value of warrant liability | (10,571,000) | ||
Total other income (expense) | 1,090,000 | (390,000) | |
Other income – Costs of issuance of warrants | (390,000) | (390,000) | |
Net income (loss) | 1,090,000 | 1,480,000 | (390,000) |
Other income – Change in value of warrant liability | 1,480,000 | ||
Statement of Cash Flows for the Period from January 24, 2020 (inception) to December 31, 2020 (audited) | |||
Cost of warrant issuance included in financing activities | (390,000) | (390,000) | (390,000) |
Change in fair value of warrant liability | (1,480,000) | (1,480,000) | (10,571,000) |
Adjustments [Member] | Class A Common Stock [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Class A common stock subject to possible redemption | $ 9,468,000 | $ 9,468,000 | $ (10,948,000) |
Adjustments [Member] | Class B Common Stock [Member] | |||
Statement of Operations for the Period from January 24, 2020 (inception) to December 31, 2020 (audited) | |||
Net income (loss) per Class B common share-basic and diluted (in Dollars per share) | $ 0.26 | $ 0.25 | $ (2.73) |
Restated [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Warrant Liability | $ 9,468,000 | $ 9,468,000 | $ 21,519,000 |
Additional paid-in capital | 4,031,000 | 4,031,000 | 16,912,000 |
Retained earnings (accumulated deficit) | 969,000 | 969,000 | (11,912,000) |
Statement of Operations for the Period from January 24, 2020 (inception) to December 31, 2020 (audited) | |||
Other expense – Costs of issuance of warrants | (390,000) | ||
Other expense – Change in value of warrant liability | (10,571,000) | ||
Total other income (expense) | 1,116,000 | (10,882,000) | |
Other income – Costs of issuance of warrants | (390,000) | (390,000) | |
Net income (loss) | 971,000 | 969,000 | (11,912,000) |
Other income – Change in value of warrant liability | 1,480,000 | ||
Statement of Cash Flows for the Period from January 24, 2020 (inception) to December 31, 2020 (audited) | |||
Cost of warrant issuance included in financing activities | (390,000) | (390,000) | (390,000) |
Change in fair value of warrant liability | (1,480,000) | (1,480,000) | (10,571,000) |
Restated [Member] | Class A Common Stock [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Class A common stock subject to possible redemption | $ 153,660,000 | $ 153,660,000 | $ 140,774,000 |
Restated [Member] | Class B Common Stock [Member] | |||
Statement of Operations for the Period from January 24, 2020 (inception) to December 31, 2020 (audited) | |||
Net income (loss) per Class B common share-basic and diluted (in Dollars per share) | $ 0.23 | $ 0.22 | $ (2.97) |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements (Details) - Schedule of basic and diluted loss per common share - USD ($) | 3 Months Ended | 8 Months Ended | 11 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Net income available to Class A common stockholders: | |||
Interest income | $ 26,000 | $ 26,000 | |
Less: Income and franchise taxes | (26,000) | (26,000) | |
Net income attributable to Class A common stockholders | |||
Net income available to Class B common stockholders: | |||
Net loss | (119,000) | (121,000) | $ (11,912,000) |
Add: Change in warrant liability | 1,480,000 | 1,480,000 | |
Less: Costs of warrant issuance | (390,000) | ||
Less: amount attributable to Class A common stockholders | |||
Net (loss) attributable to Class B common stockholders | $ 1,361,000 | $ 969,000 |
Restatement of Previously Iss_6
Restatement of Previously Issued Financial Statements (Details) - Schedule of fair value hierarchy of valuation techniques - USD ($) | 8 Months Ended | 11 Months Ended |
Sep. 30, 2020 | Dec. 31, 2020 | |
Warrant Liabilities: | ||
Public Warrants | $ 5,705,000 | $ 12,851,000 |
Private Placement Warrants (in Shares) | 3,763,000 | 8,668,000 |
Warrant liability | $ 9,468,000 | $ 21,519,000 |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Warrant Liabilities: | ||
Public Warrants | ||
Private Placement Warrants (in Shares) | ||
Significant Other Observable Inputs (Level 2) [Member] | ||
Warrant Liabilities: | ||
Public Warrants | ||
Private Placement Warrants (in Shares) | ||
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Warrant Liabilities: | ||
Public Warrants | $ 5,705,000 | $ 12,851,000 |
Private Placement Warrants (in Shares) | 3,763,000 | 8,668,000 |
Warrant liability | $ 9,468,000 | $ 21,519,000 |
Restatement of Previously Iss_7
Restatement of Previously Issued Financial Statements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements | 8 Months Ended | 11 Months Ended |
Sep. 30, 2020USD ($)$ / shares$ / item | Dec. 31, 2020USD ($)$ / shares$ / item | |
Private Placement Warrants [Member] | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Stock price (in Dollars per share) | $ / shares | $ 9.75 | $ 10.01 |
Strike price (in Dollars per Item) | $ / item | 11.50 | 11.50 |
Term (in years) | 5 years | 5 years |
Volatility – post announcement | 12.68% | |
Volatility | 20.66% | |
Risk-free rate | 0.351% | 0.469% |
Fair value of private placement warrants (in Dollars) | $ | $ 0.67 | $ 1.52 |
Public Warrants [Member] | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Stock price (in Dollars per share) | $ / shares | $ 9.76 | $ 10.01 |
Strike price (in Dollars per Item) | $ / item | 11.50 | 11.50 |
Term (in years) | 5 years | 5 years |
Volatility – post announcement | 15.00% | |
Volatility | 15.00% | |
Risk-free rate | 0.351% | 0.469% |
Fair value of public warrants (in Dollars) | $ | $ 0.66 | $ 1.49 |
At August 4 2020 (Initial Measurement) [Member] | Private Placement Warrants [Member] | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Stock price (in Dollars per share) | $ / shares | $ 9.63 | $ 9.62 |
Strike price (in Dollars per Item) | $ / item | 11.50 | 11.50 |
Term (in years) | 5 years | 5 years |
Volatility – post announcement | 15.00% | |
Volatility | 14.36% | |
Risk-free rate | 0.275% | 0.275% |
Fair value of private placement warrants (in Dollars) | $ | $ 0.77 | $ 0.77 |
At August 4 2020 (Initial Measurement) [Member] | Public Warrants [Member] | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Stock price (in Dollars per share) | $ / shares | $ 9.63 | $ 9.63 |
Strike price (in Dollars per Item) | $ / item | 11.50 | 11.50 |
Term (in years) | 5 years | 5 years |
Volatility – post announcement | 15.00% | |
Volatility | 15.00% | |
Risk-free rate | 0.275% | 0.275% |
Fair value of public warrants (in Dollars) | $ | $ 0.77 | $ 0.76 |
Restatement of Previously Iss_8
Restatement of Previously Issued Financial Statements (Details) - Schedule of changes in the fair value of warrant liabilities - USD ($) | 8 Months Ended | 11 Months Ended |
Sep. 30, 2020 | Dec. 31, 2020 | |
Public [Member] | ||
Restatement of Previously Issued Financial Statements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | ||
Initial measurement on August 4, 2020, pro forma for overallotment | $ 6,584,000 | $ 6,584,000 |
Change in valuation inputs or other assumptions | (879,000) | 6,267,000 |
Fair value | 5,705,000 | 12,851,000 |
Private Placement [Member] | ||
Restatement of Previously Issued Financial Statements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | ||
Initial measurement on August 4, 2020, pro forma for overallotment | 4,364,000 | 4,364,000 |
Change in valuation inputs or other assumptions | (601,000) | 4,304,000 |
Fair value | 3,763,000 | 8,668,000 |
Warrant Liabilities [Member] | ||
Restatement of Previously Issued Financial Statements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | ||
Initial measurement on August 4, 2020, pro forma for overallotment | 10,948,000 | 10,948,000 |
Change in valuation inputs or other assumptions | (1,480,000) | 10,571,000 |
Fair value | $ 9,468,000 | $ 21,519,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 11 Months Ended |
Dec. 31, 2020USD ($)shares | |
Accounting Policies [Abstract] | |
Underwriters discount paid | $ 9,986,000 |
Discount paid on deferred offering costs | 9,488,000 |
Deferred cost charged to equity | 9,596,000 |
Other expense for warrant liability | $ 390,000 |
Public share sold (in Shares) | shares | 17,250,000 |
Net tangible assets | $ 5,000,001 |
Share of common stock (in Shares) | shares | 14,077,350 |
Share of classified permanent equity (in Shares) | shares | 17,250,000 |
Subject to forfeiture of shares (in Shares) | shares | 14,325,000 |
Federal depository insurance coverage | $ 250,000 |
Effective tax rate percentage | 0.09% |
Income tax due | $ 947,000 |
Deferred tax assets | 200,000 |
Valuation allowance | $ 200,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of operations includes a presentation of income (loss) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Class A Common Stock [Member] | |
Net income available to Class A common stockholders: | |
Income on trust account | $ 79,000 |
Less: Income and franchise taxes to the extent of income | (79,000) |
Net income attributable to Class A common stockholders | |
Class B Common Stock [Member] | |
Net income available to Class B common stockholders: | |
Net loss | (11,912,000) |
Net (loss) attributable to Class B common stockholders | $ (11,912,000) |
Public Offering (Details)
Public Offering (Details) - USD ($) | 1 Months Ended | 11 Months Ended |
Aug. 31, 2020 | Dec. 31, 2020 | |
Public Offering | ||
Sale of Stock, Number of Shares Issued in Transaction (in Shares) | 17,250,000 | |
Sale of Stock, Price Per Share | $ 10 | |
Public offering expiration period | 5 years | |
Redemption of warrant holders stock price per share | $ 0.01 | |
Underwriting discount percentage | 2.00% | |
Underwriting commission | 3.50% | |
Trust Account [Member] | ||
Public Offering | ||
Underwriter aggregate fee (in Dollars) | $ 6,038,000 | |
Over-Allotment Option [Member] | ||
Public Offering | ||
Underwriter aggregate fee (in Dollars) | $ 3,450,000 | |
Class A common stock [Member] | ||
Public Offering | ||
Common stock, par value | 0.0001 | $ 0.0001 |
Share Price | 11.50 | |
Redemption of warrant holders stock price per share | $ 18 | |
Proposed Offering, description | In addition, if the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by them, as applicable, prior to such issuance) (the “newly issued price”), the exercise price of the Warrants and the Private Placement Warrants (as defined below) will be adjusted (to the nearest cent) to be equal to 115% of the newly issued price. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Aug. 04, 2020 | Feb. 29, 2020 | Jul. 31, 2020 | Dec. 31, 2020 |
Related Party Transactions (Details) [Line Items] | ||||
Aggregate loan amount | $ 300,000 | |||
Working capital loans | $ 1,500,000 | |||
Office equipment fees | 15,000 | |||
Included accrued expenses | $ 75,000 | |||
Sponsor [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Related party, description | the Company drew down approximately $47,000 under the Note, including approximately $3,000 for costs paid directly by the Sponsor. On August 4, 2020, approximately $47,000 was outstanding under the Note which was fully repaid in August 2020. | |||
Founder Shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Related party, description | In July 2020, the Sponsor transferred an aggregate of 867,500 founder shares, including to the following persons: (i) 32,500 founder shares to each of Marc Saiontz and Suzy Taherian, two of the Company’s independent director nominees, (ii) 35,000 founder shares to each of Neil Glat and Brian Mathis, two of the Company’s independent director nominees, (iii) 40,000 founder shares to Kathleen Harris, one of the Company’s independent director nominees, (iv) 50,000 founder shares to Thomas Sullivan, one of the Company’s independent director nominees, (v) 67,500 founder shares to Adam Deutsch, the Company’s Chief Financial Officer, (vi) 100,000 founder shares to Charlie Baynes-Reid, the Company’s Chief Operating Officer, (vii) 135,000 founder shares to each of Kevin Charlton and Charles Goldman, the Company’s Chief Executive Officer and director, respectively, and (viii) 200,000 founder shares to Nick Petruska, the Company’s special advisor. Also in July 2020 the Sponsor forfeited 920,000 shares of Class B common stock and certain funds and accounts managed by Magnetar Financial LLC, UBS O’Connor LLC, and Mint Tower Capital Management B.V (collectively, the “Anchor Investor”) purchased 920,000 shares of Class B common stock from the Company for an aggregate purchase price of approximately $5,333, or approximately $0.006 per share resulting in the Company’s initial stockholders holding an aggregate of 4,312,500 Founder Shares. The Founder Shares are identical to the Class A common stock included in the Units being sold in the Public Offering except that the Founder Shares automatically convert into shares of Class A common stock at the time of the initial Business Combination and are subject to certain transfer restrictions, as described in more detail below. The Company’s initial stockholders and Anchor Investors have agreed not to transfer, assign or sell any of its Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or (B), subsequent to the Company’s initial Business Combination, if (x) the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. | |||
Private Placement [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Purchase of warrants, shares (in Shares) | 5,700,000 | |||
Price per share (in Dollars per share) | $ 1 | |||
Over-Allotment Option [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Aggregate purchase price | $ 5,700,000 | |||
Class B Common Stock [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Common stock purchase, shares (in Shares) | 4,312,500 | |||
Common stock, par value (in Dollars per share) | $ 0.006 | |||
Class B Common Stock [Member] | Founder Shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Common stock purchase | $ 25,000 | |||
Class A Common Stock [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Price per share (in Dollars per share) | $ 11.50 |
Trust Account and Fair Value _3
Trust Account and Fair Value Measurement (Details) - USD ($) | 1 Months Ended | 11 Months Ended |
Feb. 28, 2021 | Dec. 31, 2020 | |
Private Placement [Member] | ||
Trust Account and Fair Value Measurement (Details) [Line Items] | ||
Total deposit amount | $ 172,500,000 | |
US Treasury Securities [Member] | ||
Trust Account and Fair Value Measurement (Details) [Line Items] | ||
U.S. treasury bills maturity period, description | The proceeds in the Trust Account must be invested in either U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest solely in U.S. government treasury obligations. | |
U.S. government treasury securities maturity period | In February 2021, new U.S. government treasury securities were purchased maturing in May 2021 and yielding interest of less than 0.1%. | |
U.S. government treasury bills [Member] | ||
Trust Account and Fair Value Measurement (Details) [Line Items] | ||
Description for proceeds invested primarily | At December 31, 2020 the proceeds of the Trust Account were invested primarily in U.S. government treasury bills maturing in February 2021 yielding interest of approximately 0.1% per year. |
Trust Account and Fair Value _4
Trust Account and Fair Value Measurement (Details) - Schedule of fair values investments active markets for identical assets or liabilities | Dec. 31, 2020USD ($) |
Carrying value [Member] | |
Trust Account and Fair Value Measurement (Details) - Schedule of fair values investments active markets for identical assets or liabilities [Line Items] | |
Cash and money market funds | $ 1,000 |
U.S. government treasury bills | 172,578,000 |
Total | 172,579,000 |
Gross Unrealized Holding Gains [Member] | |
Trust Account and Fair Value Measurement (Details) - Schedule of fair values investments active markets for identical assets or liabilities [Line Items] | |
Cash and money market funds | |
U.S. government treasury bills | |
Total | |
Quoted Price Prices in Active Markets (Level 1) [Member] | |
Trust Account and Fair Value Measurement (Details) - Schedule of fair values investments active markets for identical assets or liabilities [Line Items] | |
Cash and money market funds | 1,000 |
U.S. government treasury bills | 172,578,000 |
Total | $ 172,579,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | Dec. 31, 2020 | Aug. 31, 2020 |
Stockholders' Equity (Details) [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |
Common stock [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Common stock, shares authorized | 50,000,000 | |
Class A common stock [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Common stock, shares authorized | 45,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 3,172,650 | |
Shares subject to possible redemption | 14,077,350 | |
Class B ommon stock [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Common stock, shares authorized | 5,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | |
Common stock, shares issued | 4,312,500 |