Document And Entity Information
Document And Entity Information - USD ($) | 10 Months Ended | |
Dec. 31, 2020 | Apr. 22, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | Mallard Acquisition Corp. | |
Document Type | 10-K | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 13,750,000 | |
Entity Public Float | $ 116,270,000 | |
Amendment Flag | false | |
Entity Central Index Key | 0001805795 | |
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 | 001-39611 | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes |
Balance Sheet
Balance Sheet | Dec. 31, 2020USD ($) |
ASSETS | |
Cash | $ 782,937 |
Prepaid expenses | 292,552 |
Total Current Assets | 1,075,489 |
Investments held in Trust Account | 111,101,918 |
TOTAL ASSETS | 112,177,407 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
Current Liabilities - Accrued expenses | 106,241 |
Warrant liability | 15,750,000 |
Deferred underwriting payable | 3,850,000 |
Total Liabilities | 19,706,241 |
Commitments | |
Common stock subject to possible redemption 8,660,511 shares at redemption value | 87,471,161 |
Stockholders’ Equity | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Common stock, $0.0001 par value; 100,000,000 shares authorized; 5,089,489 issued and outstanding (excluding 8,660,511 shares subject to possible redemption) | 509 |
Additional paid-in capital | 3,714,276 |
Retained earnings | 1,285,220 |
Total Stockholders’ Equity | 5,000,005 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 112,177,407 |
Balance Sheet (Parentheticals)
Balance Sheet (Parentheticals) | Dec. 31, 2020$ / sharesshares |
Statement of Financial Position [Abstract] | |
Subject to forfeiture, shares | 8,660,511 |
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 100,000,000 |
Common stock, shares issued | 5,089,489 |
Common stock, shares outstanding | 5,089,489 |
Statement of Operations
Statement of Operations | 10 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Income Statement [Abstract] | |
Loss from operations | $ (236,698) |
Other income: | |
Change in fair value of warrants | 1,520,000 |
Interest earned on investments held in Trust Account | 1,918 |
Net income | $ 1,285,220 |
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption (in Shares) | shares | 8,532,867 |
Basic and diluted net income per share, Common stock subject to possible redemption (in Dollars per share) | $ / shares | $ 0 |
Basic and diluted weighted average shares outstanding, Common stock (in Shares) | shares | 10,430,773 |
Basic and diluted net income per share, Common stock (in Dollars per share) | $ / shares | $ 0.12 |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Equity - 10 months ended Dec. 31, 2020 - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings | Total |
Balance at Feb. 25, 2020 | ||||
Balance (in Shares) at Feb. 25, 2020 | ||||
Issuance of common stock to Sponsor | $ 316 | 24,684 | 25,000 | |
Issuance of common stock to Sponsor (in Shares) | 3,162,500 | |||
Sale of 11,000,000 Units, net of underwriting discount and offering expenses | $ 1,100 | 103,429,846 | 103,430,946 | |
Sale of 11,000,000 Units, net of underwriting discount and offering expenses (in Shares) | 11,000,000 | |||
Sale of 5,000,000 Private Placement Warrants | 5,000,000 | 5,000,000 | ||
Forfeiture of Founder Shares | $ (41) | 41 | ||
Forfeiture of Founder Shares (in Shares) | (412,500) | |||
Initial classification of warrant liability | (17,270,000) | (17,270,000) | ||
Common stock subject to possible redemption | $ (866) | (87,470,295) | (87,471,161) | |
Common stock subject to possible redemption (in Shares) | (8,660,511) | |||
Net income | 1,285,220 | 1,285,220 | ||
Balance at Dec. 31, 2020 | $ 509 | $ 3,714,276 | $ 1,285,220 | $ 5,000,005 |
Balance (in Shares) at Dec. 31, 2020 | 5,089,489 |
Statement of Changes in Stock_2
Statement of Changes in Stockholders' Equity (Parentheticals) | 10 Months Ended |
Dec. 31, 2020shares | |
Statement of Stockholders' Equity [Abstract] | |
Sale of Units, net of underwriting discounts | 11,000,000 |
Sale of Private Placement Warrants | 5,000,000 |
Statement of Cash Flows
Statement of Cash Flows | 10 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 1,285,220 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Change in fair value of warrant liability | (1,520,000) |
Interest earned on investments held in Trust Account | (1,918) |
Prepaid expenses | (292,552) |
Accrued expenses | 106,241 |
Net cash used in operating activities | (423,009) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (111,100,000) |
Net cash used in investing activities | (111,100,000) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of common stock to Sponsor | 25,000 |
Proceeds from sale of Units, net of underwriting discounts paid | 107,800,000 |
Proceeds from sale of Private Placement Warrants | 5,000,000 |
Proceeds from promissory note – related party | 285,392 |
Advance from Sponsor | 450,000 |
Repayment of Advance from Sponsor | (450,000) |
Repayment of promissory note – related party | (285,392) |
Payment of offering costs | (519,054) |
Net cash provided by financing activities | 112,305,946 |
Net Change in Cash | 782,937 |
Cash – Beginning of period | |
Cash – End of period | 782,937 |
Non-Cash Investing and Financing Activities: | |
Initial classification of common stock subject to possible redemption | 86,181,958 |
Change in value of common stock subject to possible redemption | 1,289,203 |
Initial classification of warrant liability | 17,270,000 |
Change in value of warrant liability | (1,520,000) |
Deferred underwriting fee payable | $ 3,850,000 |
Description of Organization and
Description of Organization and Business Operations | 10 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | Mallard Acquisition Corp. (the “Company”) was incorporated in Delaware on February 26, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on companies in the value-added distribution, industrial specialty services, and differentiated manufacturing sectors. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from February 26, 2020 (inception) through December 31, 2020 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. The registration statement for the Company’s Initial Public Offering was declared effective on October 27, 2020. On October 29, 2020, the Company consummated the Initial Public Offering of 11,000,000 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 $110,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 10,000,000 warrants (the “Private Placement Warrants”) at a price of $0.50 per Private Placement Warrant in a private placement to Mallard Founders Holdings LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $5,000,000, which is described in Note 5. Transaction costs amounted to $6,569,054 consisting of $2,200,000 of underwriting fees, $3,850,000 of deferred underwriting fees and $519,054 of other offering costs. Following the closing of the Initial Public Offering on October 29, 2020, an amount of $111,100,000 ($10.10 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 was placed in a trust account (the “Trust Account”) located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below. 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 Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.10 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). 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 immediately prior to or upon consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving 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. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation provides that a Public 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 under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) that would modify 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 within 18 months from the closing of the Initial Public Offering or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until April 29, 2022 to complete 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), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the amount initially funded in the Trust Account ($10.10 per share). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of December 31, 2020, the Company had $782,937 in its operating bank accounts, $111,101,918 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital of $1,059,654. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these financial statements if a Business Combination is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 10 Months Ended |
Dec. 31, 2020 | |
Restatement of Previously Issued Financial Statements [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants issued in connection with its Initial Public Offering 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. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common stock, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). In connection with the audit of the Company’s financial statements for the period ended December 31, 2020, the Company’s management further evaluated the warrants under 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 and after discussion with the Company’s independent registered public accounting firm, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, concluded the tender offer provision included in the warrant agreement fails the “classified in shareholders’ equity” criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company should have classified the warrants as derivative liabilities in its previously issued balance sheet issued on October 27, 2020. 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 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 assets. The impact of the restatement of the Company’s audited balance sheet as of October 27, 2020 is reflected in the following table: As Previously As Reported Adjustments Restated Balance sheet as of October 27, 2020 (audited) Warrant Liability $ — $ 17,270,000 $ 17,270,000 Common Stock Subject to Possible Redemption 103,451,967 (17,270,000 ) 86,181,967 Common Stock 392 171 563 Additional Paid-in Capital 5,003,587 (171 ) 5,003,416 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 10 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the 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 expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Investments Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held 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 is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, 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. Offering Costs Offering costs consist of legal, accounting and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $6,569,054 were charged to stockholders’ equity upon the completion of the Initial Public Offering (see Note 1). Warrant Liability 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 (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded 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 both a probability adjusted Black-Scholes option pricing model and a Monte Carlo simulation approach (see Note 10). Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 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 as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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. On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the “IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. Given the Company’s full valuation allowance position and capitalization of all costs, the CARES Act did not have an impact on the financial statements. Net Income Per Share Net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock forfeited. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 10,500,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of loss per share for common shares subject to possible redemption in a manner similar to the two-class method of loss per share. Net income per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net income per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income, adjusted for income or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the Period from February 26, 2020 (Inception) Through December 31, 2020 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 1,510 Unrealized gain (loss) on marketable securities held in Trust Account Less: interest available to be withdrawn for payment of taxes (1,510 ) Less: interest available to be withdrawn for working capital Net income allocable to Common stock subject to possible redemption $ — Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 8,532,867 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Income minus Net Earnings Net income $ 1,285,220 Net income allocable to Common stock subject to possible redemption — Non-Redeemable Net Income $ 1,285,220 Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, Non-redeemable Common stock 10,430,773 Basic and diluted net income per share, Non-redeemable Common stock $ 0.12 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 10 Months Ended |
Dec. 31, 2020 | |
Initial Public Offering Disclosure [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 11,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one-half of one share of common stock at a price of $11.50 per whole share, subject to adjustment (see Note 8). |
Private Placement
Private Placement | 10 Months Ended |
Dec. 31, 2020 | |
Private Placement Disclosure [Abstract] | |
PRIVATE PLACEMENT | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 10,000,000 Private Placement Warrants at a price of $0.50 per Private Placement Warrant, for an aggregate purchase price of $5,000,000. The Sponsor agreed to purchase up to an additional 900,000 Private Placement Warrants at a price of $0.50 per Private Placement Warrant, or an aggregate of $450,000, to the extent the underwriters exercise their over-allotment option in full or in part. However, the over-allotment option was not exercised and expired in December 2020. Each Private Placement Warrant is exercisable to purchase one-half of one share of common stock at a price of $11.50 per whole share. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of 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. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Placement Warrants. |
Related Party Transactions
Related Party Transactions | 10 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On February 26, 2020, the Sponsor purchased 2,875,000 shares (the “Founder Shares”) of the Company’s common stock for an aggregate consideration of $25,000. On October 20, 2020, the Company effectuated a stock dividend of 0.1 share for each share of its outstanding common stock resulting in an aggregate of 3,162,500 Founder Shares outstanding. The Founder Shares included an aggregate of up 412,500 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). In December 2020, the underwriters’ election to exercise their over-allotment option expired unexercised, resulting in the forfeiture of 412,500 shares. Accordingly, 2,750,000 Founder Shares remain issued and outstanding. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell (A) with respect to 50% of the Founder Shares, for a period ending on the earlier to occur of the six-month anniversary of the completion of a Business Combination or the date on which the closing price of the common stock exceeds $12.50 for any 20 trading days within a 30-day trading period following the closing of a Business Combination; (B) with respect to the remaining 50% of the Founder Shares, for a period ending on the six-month anniversary of the closing of a Business Combination or (C) in each case, subsequent to a Business Combination, the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On February 26, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering (the “Promissory Note”). The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2020 or the consummation of the Initial Public Offering. The Company repaid the entire outstanding balance of $285,392 under the Promissory Note on November 2, 2020. Advance from Sponsor As of October 29, 2020, the Sponsor advanced $450,000 to the Company in anticipation of the amount to be paid for the purchase of additional Private Placement Warrants in the event the underwriters’ exercised their over-allotment option. The advance was due on demand should the over-allotment option not be exercised by the underwriters. The Company repaid the $450,000 advance from the Sponsor on November 4, 2020. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $0.50 per warrant. The warrants would be identical to the Private Placement Warrants. |
Commitments
Commitments | 10 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 7. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on October 27, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights requiring the Company to register such securities for resale. The holders of the majority of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement will not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $3,850,000 in the aggregate. Right of First Refusal Subject to certain conditions, the Company granted Chardan Capital Markets, LLC, for a period of 15 months after the date of the consummation of a Business Combination, a right of first refusal to act as lead underwriters or minimally as a co-manager, with at least 30% of the economics; or, in the case of a three-handed deal 20% of the economics, for any and all future public and private equity and debt offerings. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the Initial Public Offering. Anchor Investment In connection with the closing of the Initial Public Offering, certain qualified institutional buyers or institutional accredited investors not affiliated with any member of the Company’s management (the “anchor investors”) purchased an aggregate of 10,370,000 Units. Separately, each of the anchor investors entered into a separate agreement with the Sponsor pursuant to which such investors purchased membership interests in the Sponsor representing indirect beneficial interests in up to 60,500 Founder Shares and 224,490 Private Placement Warrants upon closing of the Initial Public Offering. Neither the membership interests in the Sponsor nor the Founder Shares or Private Placement Warrants to be indirectly owned by such investors will be subject to forfeiture without their consent. The price paid by the anchor investors for the preceding Founder Share and Private Placement Warrant membership interests is approximately the same, proportionally, as that paid by the other members of the Sponsor, collectively, for the rest of such membership interests. There can be no assurance as to the number of Units the anchor investors will retain, if any, prior to or upon the consummation of a Business Combination. In the event that the anchor investors purchase such Units and vote them in favor of a Business Combination, a smaller portion of affirmative votes from other public stockholders would be required to approve a Business Combination. |
Stockholders' Equity
Stockholders' Equity | 10 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock Common Stock Warrants The Company will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any shares of common stock upon exercise of a warrant unless common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its reasonable best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement for the registration, under the Securities Act, of the shares of common stock issuable upon exercise of the warrants. The Company will use its reasonable best efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $16.50 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to each warrant holder. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $16.50 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 165% of the higher of the Market Value and the Newly Issued Price. 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 and the common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable 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. |
Income Tax
Income Tax | 10 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 9 — INCOME TAX The Company’s net deferred tax asset at December 31, 2020 is as follows: December 31, 2020 Deferred tax asset Net operating loss carryforward $ 49,304 Total deferred tax asset 49,304 Valuation Allowance (49,304 ) Deferred tax asset, net allowance $ — The income tax provision for the period from February 26, 2020 (inception) through December 31, 2020 consists of the following: December 31, 2020 Federal Current $ — Deferred (49,304 ) State and Local Current — Deferred — Change in valuation allowance 49,304 Income tax provision $ — As of December 31, 2020, the Company had an approximate $235,000 U.S. federal net operating loss carryover available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from February 26, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $49,304. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: December 31, Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in value of derivative liability (24.8 )% Change in valuation allowance 3.8 % Income tax provision 0.0 % The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company's tax returns since inception remain open to examination by the taxing authorities. |
Fair Value Measurements
Fair Value Measurements | 10 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10 — FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2020, investments held in the Trust Account were comprised of $111,101,918 in money market funds which are invested primarily in U.S. Treasury Securities. During the year ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: At December 31, 2020, there were 11,000,000 Public Warrants and 10,000,000 Private Placement Warrants outstanding. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description December 31, Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account $ 111,101,918 $ 111,101,918 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 8,800,000 $ 8,800,000 $ — $ Warrant Liability – Private Placement Warrants $ 6,950,000 $ — $ — $ 6,950,000 The fair value of the Private Placement Warrants was estimated using a probability adjusted Black-Scholes option pricing model. The assumptions under the model include the underlying stock price, strike price, risk-free interest rate, estimated volatility, the expected term, and probability of an expected acquisition. Expected stock price volatility is based on the actual historical volatility of a group of comparable publicly traded companies observed over a historical period equal to the expected remaining life of the Private Placement Warrants. The fair value of the underlying shares is the published closing market price on the Nasdaq Capital Market as of each reporting date, as adjusted for significant results, as necessary. The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the Private Placement Warrants. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the Private Placement Warrants. The fair value of the Public Warrants was determined using the close price as of the reporting date. The fair value of the Private Placement Warrants was estimated at December 31, 2020 using the Black-Scholes model and the following assumptions: Private Placement Warrants Estimated dividend yield — Expected volatility 25 % Risk-free interest rate 0.36 % Expected term (years) 5.00 |
Subsequent Events
Subsequent Events | 10 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, except as discussed above, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 10 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the 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 expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. |
Investments Held in Trust Account | Investments Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held 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 is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, 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. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $6,569,054 were charged to stockholders’ equity upon the completion of the Initial Public Offering (see Note 1). |
Warrant Liability | Warrant Liability 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 (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded 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 both a probability adjusted Black-Scholes option pricing model and a Monte Carlo simulation approach (see Note 10). |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 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 as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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. On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the “IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. Given the Company’s full valuation allowance position and capitalization of all costs, the CARES Act did not have an impact on the financial statements. |
Net Income Per Share | Net Income Per Share Net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock forfeited. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 10,500,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of loss per share for common shares subject to possible redemption in a manner similar to the two-class method of loss per share. Net income per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net income per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income, adjusted for income or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the Period from February 26, 2020 (Inception) Through December 31, 2020 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 1,510 Unrealized gain (loss) on marketable securities held in Trust Account Less: interest available to be withdrawn for payment of taxes (1,510 ) Less: interest available to be withdrawn for working capital Net income allocable to Common stock subject to possible redemption $ — Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 8,532,867 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Income minus Net Earnings Net income $ 1,285,220 Net income allocable to Common stock subject to possible redemption — Non-Redeemable Net Income $ 1,285,220 Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, Non-redeemable Common stock 10,430,773 Basic and diluted net income per share, Non-redeemable Common stock $ 0.12 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 10 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
Schedule of warrants as components of equity instead of as derivative liabilities | As Previously As Reported Adjustments Restated Balance sheet as of October 27, 2020 (audited) Warrant Liability $ — $ 17,270,000 $ 17,270,000 Common Stock Subject to Possible Redemption 103,451,967 (17,270,000 ) 86,181,967 Common Stock 392 171 563 Additional Paid-in Capital 5,003,587 (171 ) 5,003,416 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 10 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted net loss per common share | For the Period from February 26, 2020 (Inception) Through December 31, 2020 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 1,510 Unrealized gain (loss) on marketable securities held in Trust Account Less: interest available to be withdrawn for payment of taxes (1,510 ) Less: interest available to be withdrawn for working capital Net income allocable to Common stock subject to possible redemption $ — Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 8,532,867 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Income minus Net Earnings Net income $ 1,285,220 Net income allocable to Common stock subject to possible redemption — Non-Redeemable Net Income $ 1,285,220 Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, Non-redeemable Common stock 10,430,773 Basic and diluted net income per share, Non-redeemable Common stock $ 0.12 |
Income Tax (Tables)
Income Tax (Tables) | 10 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of net deferred tax asset (liability) | December 31, 2020 Deferred tax asset Net operating loss carryforward $ 49,304 Total deferred tax asset 49,304 Valuation Allowance (49,304 ) Deferred tax asset, net allowance $ — |
Schedule of income tax provision | December 31, 2020 Federal Current $ — Deferred (49,304 ) State and Local Current — Deferred — Change in valuation allowance 49,304 Income tax provision $ — |
Schedule of federal income tax rate to effective tax rate | December 31, Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in value of derivative liability (24.8 )% Change in valuation allowance 3.8 % Income tax provision 0.0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 10 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value hierarchy of the valuation inputs | Description December 31, Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account $ 111,101,918 $ 111,101,918 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 8,800,000 $ 8,800,000 $ — $ Warrant Liability – Private Placement Warrants $ 6,950,000 $ — $ — $ 6,950,000 |
Schedule of fair value private placement warrants estimated | Private Placement Warrants Estimated dividend yield — Expected volatility 25 % Risk-free interest rate 0.36 % Expected term (years) 5.00 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 10 Months Ended |
Oct. 29, 2020 | Dec. 31, 2020 | |
Description of Organization and Business Operations (Details) [Line Items] | ||
Number of shares in units (in Shares) | 11,000,000 | |
Per unit price (in Dollars per share) | $ 10 | |
Gross proceeds | $ 5,000,000 | |
Transaction costs amount | 6,569,054 | |
Underwriting fees | 2,200,000 | |
Deferred underwriting fees | 3,850,000 | |
Other offering costs | $ 519,054 | |
Percentage of fair market value | 80.00% | |
Percentage of outstanding voting securities | 50.00% | |
Public per share price (in Dollars per share) | $ 10.10 | |
Net tangible assets | $ 5,000,001 | |
Public share percentage | 15.00% | |
Redeem public shares, percentage | 100.00% | |
Dissolution expenses | $ 100,000 | |
Description of trust account | In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. | |
Operating bank accounts | $ 782,937 | |
Securities held in the trust account | 111,101,918 | |
Working capital | $ 1,059,654 | |
Initial Public Offering [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Number of shares in units (in Shares) | 11,000,000 | |
Per unit price (in Dollars per share) | $ 10 | |
Gross proceeds | $ 110,000,000 | |
Private Placement Warrants [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Number of shares in units (in Shares) | 10,000,000 | |
Per unit price (in Dollars per share) | $ 0.50 | |
Gross proceeds | $ 5,000,000 | |
Private Placement Warrants [Member] | Initial Public Offering [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Per unit price (in Dollars per share) | $ 10.10 | |
Gross proceeds | $ 111,100,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) - Schedule of warrants as components of equity instead of as derivative liabilities | 1 Months Ended |
Oct. 27, 2020USD ($) | |
As Previously Reported [Member] | |
Restatement of Previously Issued Financial Statements (Details) - Schedule of warrants as components of equity instead of as derivative liabilities [Line Items] | |
Warrant Liability | |
Common Stock Subject to Possible Redemption | 103,451,967 |
Common Stock | 392 |
Additional Paid-in Capital | 5,003,587 |
Adjustments [Member] | |
Restatement of Previously Issued Financial Statements (Details) - Schedule of warrants as components of equity instead of as derivative liabilities [Line Items] | |
Warrant Liability | 17,270,000 |
Common Stock Subject to Possible Redemption | (17,270,000) |
Common Stock | 171 |
Additional Paid-in Capital | (171) |
As Restated [Member] | |
Restatement of Previously Issued Financial Statements (Details) - Schedule of warrants as components of equity instead of as derivative liabilities [Line Items] | |
Warrant Liability | 17,270,000 |
Common Stock Subject to Possible Redemption | 86,181,967 |
Common Stock | 563 |
Additional Paid-in Capital | $ 5,003,416 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 10 Months Ended |
Dec. 31, 2020USD ($)shares | |
Accounting Policies [Abstract] | |
Offering costs | $ 6,569,054 |
Weighted average shares (in Shares) | shares | 10,500,000 |
Federal depository insurance corporation coverage limit | $ 250,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share | 10 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Numerator: Earnings allocable to Common stock subject to possible redemption | |
Interest earned on marketable securities held in Trust Account | $ 1,510 |
Unrealized gain (loss) on marketable securities held in Trust Account | |
Less: interest available to be withdrawn for payment of taxes | (1,510) |
Less: interest available to be withdrawn for working capital | |
Net income allocable to Common stock subject to possible redemption | |
Denominator: Weighted Average Common stock subject to possible redemption | |
Basic and diluted weighted average shares outstanding (in Shares) | shares | 8,532,867 |
Basic and diluted net income per share (in Dollars per share) | $ / shares | $ 0 |
Numerator: Net Income minus Net Earnings | |
Net income | $ 1,285,220 |
Net income allocable to Common stock subject to possible redemption | |
Non-Redeemable Net Income | $ 1,285,220 |
Denominator: Weighted Average Non-Redeemable Common Stock | |
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock (in Shares) | shares | 10,430,773 |
Basic and diluted net income per share, Non-redeemable Common stock (in Dollars per share) | $ / shares | $ 0.12 |
Initial Public Offering (Detail
Initial Public Offering (Details) | 10 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Initial Public Offering (Details) [Line Items] | |
Sale of stock in units (in Shares) | shares | 11,000,000 |
Unit price per share | $ 10 |
Common Stock [Member] | |
Initial Public Offering (Details) [Line Items] | |
Common stock, conversion basis description | Each Unit consists of one share of common stock and one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one-half of one share of common stock at a price of $11.50 per whole share, subject to adjustment (see Note 8). |
Price per unit | $ 11.50 |
Private Placement (Details)
Private Placement (Details) | 10 Months Ended |
Dec. 31, 2020USD ($)$ / shares | |
Sponsor [Member] | |
Private Placement (Details) [Line Items] | |
Aggregate purchase amount of private placement warrant | $ 10,000,000 |
Private Placement Warrants [Member] | |
Private Placement (Details) [Line Items] | |
Aggregate purchase amount of private placement warrant | $ 5,000,000 |
Warrants purchase price per share (in Dollars per share) | $ / shares | $ 0.50 |
Additional purchase of warrants | $ 900,000 |
Warrants purchase price per share (in Dollars per share) | $ / shares | $ 0.50 |
Price per share (in Dollars per share) | $ / shares | $ 11.50 |
Over-allotment option [Member] | |
Private Placement (Details) [Line Items] | |
Aggregate purchase amount of private placement warrant | $ 450,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 10 Months Ended | ||
Dec. 31, 2020 | Oct. 29, 2020 | Oct. 20, 2020 | Dec. 31, 2020 | |
Related Party Transactions (Details) [Line Items] | ||||
Stock dividend share | $ 0.1 | |||
Shares forfeited | 412,500 | |||
Working capital loan | $ 1,500,000 | |||
Warrant price per share | $ 0.50 | |||
Sponsor [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Description of founder shares | On February 26, 2020, the Sponsor purchased 2,875,000 shares (the “Founder Shares”) of the Company’s common stock for an aggregate consideration of $25,000. | |||
Issued and outstanding shares, percentage | 20.00% | |||
Advance from sponsor amount | $ 450,000 | |||
Related party sponsor date | Nov. 4, 2020 | |||
Repayment of amount | $ 450,000 | |||
Initial public offering [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Description of related party | On February 26, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering (the “Promissory Note”). The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2020 or the consummation of the Initial Public Offering. The Company repaid the entire outstanding balance of $285,392 under the Promissory Note on November 2, 2020. | |||
Founder Shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Founder shares outstanding | 3,162,500 | |||
Shares forfeited | 412,500 | |||
Number of issued and outstanding shares | 2,750,000 | 2,750,000 | ||
Founder Shares [Member] | Sponsor [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Description of business combination | The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell (A) with respect to 50% of the Founder Shares, for a period ending on the earlier to occur of the six-month anniversary of the completion of a Business Combination or the date on which the closing price of the common stock exceeds $12.50 for any 20 trading days within a 30-day trading period following the closing of a Business Combination; (B) with respect to the remaining 50% of the Founder Shares, for a period ending on the six-month anniversary of the closing of a Business Combination or (C) in each case, subsequent to a Business Combination, the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. |
Commitments (Details)
Commitments (Details) | 10 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Underwriting Agreement [Member] | |
Commitments (Details) [Line Items] | |
Deferred fee unit price (in Dollars per share) | $ / shares | $ 0.35 |
Aggregate deferred fee (in Dollars) | $ | $ 3,850,000 |
Private Placement Warrants [Member] | |
Commitments (Details) [Line Items] | |
Units in shares | 224,490 |
Chardan Capital Markets, LLC [Member] | |
Commitments (Details) [Line Items] | |
Business combination related description | the Company granted Chardan Capital Markets, LLC, for a period of 15 months after the date of the consummation of a Business Combination, a right of first refusal to act as lead underwriters or minimally as a co-manager, with at least 30% of the economics; or, in the case of a three-handed deal 20% of the economics, for any and all future public and private equity and debt offerings. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the Initial Public Offering. |
Anchor investors [Member] | |
Commitments (Details) [Line Items] | |
Units in shares | 10,370,000 |
Founder Shares [Member] | |
Commitments (Details) [Line Items] | |
Units in shares | 60,500 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 10 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Stockholders' Equity (Details) [Line Items] | |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 100,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock issued | 5,089,489 |
Common stock outstanding | 5,089,489 |
Shares of common stock subject to possible redemption | 8,660,511 |
Public warrant term | 5 years |
Warrants for redemption, description | the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $16.50 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to each warrant holder. |
Description of business combination | In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $16.50 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 165% of the higher of the Market Value and the Newly Issued Price. |
Common Stock [Member] | |
Stockholders' Equity (Details) [Line Items] | |
Common stock issued | 5,777,608 |
Common stock outstanding | 5,777,608 |
Shares of common stock subject to possible redemption | 7,972,392 |
Warrant [Member] | |
Stockholders' Equity (Details) [Line Items] | |
Public warrants, description | The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. |
Income Tax (Details)
Income Tax (Details) | 10 Months Ended |
Dec. 31, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
U.S. federal net operating loss | $ 235,000 |
Valuation allowance | $ 49,304 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of net deferred tax asset (liability) | Dec. 31, 2020USD ($) |
Deferred tax asset | |
Net operating loss carryforward | $ 49,304 |
Total deferred tax asset | 49,304 |
Valuation Allowance | (49,304) |
Deferred tax asset, net allowance |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of income tax provision | 10 Months Ended |
Dec. 31, 2020USD ($) | |
Federal | |
Current | |
Deferred | (49,304) |
State and Local | |
Current | |
Deferred | |
Change in valuation allowance | 49,304 |
Income tax provision |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of federal income tax rate to effective tax rate | 10 Months Ended |
Dec. 31, 2020 | |
Schedule of federal income tax rate to effective tax rate [Abstract] | |
Statutory federal income tax rate | 21.00% |
State taxes, net of federal tax benefit | 0.00% |
Change in value of derivative liability | (24.80%) |
Change in valuation allowance | 3.80% |
Income tax provision | 0.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Dec. 31, 2020USD ($)shares |
Fair Value Measurements (Details) [Line Items] | |
Investments held in Trust Account (in Dollars) | $ | $ 111,101,918 |
Public warrants | 5,000,000 |
Private Placement Warrants [Member] | |
Fair Value Measurements (Details) [Line Items] | |
Warrants outstanding | 10,000,000 |
Warrant [Member] | |
Fair Value Measurements (Details) [Line Items] | |
Public warrants | 11,000,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value hierarchy of the valuation inputs | 10 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value Measurements (Details) - Schedule of fair value hierarchy of the valuation inputs [Line Items] | |
Investments held in Trust Account | $ 111,101,918 |
Warrant Liability – Public Warrants | 8,800,000 |
Warrant Liability – Private Placement Warrants | 6,950,000 |
Quoted Prices in Active Markets (Level 1) | |
Fair Value Measurements (Details) - Schedule of fair value hierarchy of the valuation inputs [Line Items] | |
Investments held in Trust Account | 111,101,918 |
Warrant Liability – Public Warrants | 8,800,000 |
Warrant Liability – Private Placement Warrants | |
Significant Other Observable Inputs (Level 2) | |
Fair Value Measurements (Details) - Schedule of fair value hierarchy of the valuation inputs [Line Items] | |
Investments held in Trust Account | |
Warrant Liability – Public Warrants | |
Warrant Liability – Private Placement Warrants | |
Significant Other Unobservable Inputs (Level 3) | |
Fair Value Measurements (Details) - Schedule of fair value hierarchy of the valuation inputs [Line Items] | |
Investments held in Trust Account | |
Warrant Liability – Private Placement Warrants | $ 6,950,000 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of fair value private placement warrants estimated | 10 Months Ended |
Dec. 31, 2020 | |
Schedule of fair value private placement warrants estimated [Abstract] | |
Estimated dividend yield | |
Expected volatility | 25.00% |
Risk-free interest rate | 0.36% |
Expected term (years) | 5 years |