Document And Entity Information
Document And Entity Information - USD ($) | 8 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2020 | |
Document Information Line Items | ||
Entity Registrant Name | Parasol Investments Corp | |
Document Type | 10-K | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 5,000,000 | |
Entity Public Float | $ 0 | |
Amendment Flag | false | |
Entity Central Index Key | 0001817760 | |
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 | 000-56181 | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes |
Balance Sheet
Balance Sheet | Dec. 31, 2020USD ($) |
Current assets | |
Cash | $ 8,441 |
Total current assets | 8,441 |
Total assets | 8,441 |
Current liabilities | |
Accounts payable and accrued expenses | 9,000 |
Note payable - stockholder | 20,000 |
Total current liabilities | 29,000 |
Total liabilities | 29,000 |
Commitments and contingencies | |
Stockholders’ deficit | |
Preferred stock, $0.0001 par value, authorized 10,000,000 shares, none issued | |
Common stock, $0.0001 par value, authorized 50,000,000 shares; 5,000,000 shares issued and outstanding | 500 |
Accumulated deficit | (21,059) |
Total stockholders’ deficit | (20,559) |
Total liabilities and stockholders’ deficit | $ 8,441 |
Balance Sheet (Parentheticals)
Balance Sheet (Parentheticals) | Dec. 31, 2020$ / sharesshares |
Statement of Financial Position [Abstract] | |
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 |
Preferred stock, shares issued | |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 50,000,000 |
Common stock, shares issued | 5,000,000 |
Common stock, shares outstanding | 5,000,000 |
Statement of Operations
Statement of Operations | 8 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Income Statement [Abstract] | |
Revenue | |
General and administrative expenses | 21,059 |
Loss from operations | (21,059) |
Net loss | $ (21,059) |
Loss per common share - basic and dilutive net loss (in Dollars per share) | $ / shares | $ 0 |
Weighted average common shares outstanding - basic and dilutive (in Shares) | shares | 5,000,000 |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Deficit - 8 months ended Dec. 31, 2020 - USD ($) | Preferred Stock | Common Stock | Accumulated Deficit | Total |
Balance at May. 12, 2020 | ||||
Balance (in Shares) at May. 12, 2020 | ||||
Sale of common shares | $ 500 | 500 | ||
Sale of common shares (in Shares) | 5,000,000 | |||
Net loss | (21,059) | (21,059) | ||
Balance at Dec. 31, 2020 | $ 500 | $ (21,059) | $ (20,559) | |
Balance (in Shares) at Dec. 31, 2020 | 5,000,000 |
Statement of Cash Flows
Statement of Cash Flows | 8 Months Ended |
Dec. 31, 2020USD ($) | |
Cash flows from operating activities: | |
Net loss | $ (21,059) |
Adjustments to reconcile net loss to net cash (used in) operating activities: | |
Increase in accounts payable and accrued expenses | 9,000 |
Formation costs paid by stockholder on behalf of the Company in exchange for common stock | 475 |
Net cash (used in) operating activities | (11,584) |
Cash flows from financing activities: | |
Proceeds from the sale of common stock | 25 |
Proceeds from stockholder note | 20,000 |
Net cash provided by financing activities | 20,025 |
Net increase in cash | 8,441 |
Cash, beginning of period | |
Cash, end of period | 8,441 |
Non-cash investing and financing activities: | |
Formation costs paid by stockholder on behalf of the Company in exchange for common stock | $ 475 |
Nature of Operations
Nature of Operations | 8 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Nature of Operations | Note 1. Nature of Operations Parasol Investments Corporation (the “Company”) was incorporated in the State of Delaware on May 13, 2020. The Company’s management has chosen December 31 st The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly traded corporation. The Company’s principal business objective is to achieve long-term growth potential through a combination with a business, rather than immediate short-term earnings. The Company will not restrict its potential target companies to any specific business, industry, or geographical location. The analysis of business opportunities will be undertaken by, or under the supervision of, the officer and directors of the Company. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 8 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ( “GAAP” Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents are reported in the balance sheet at cost, which approximates fair value. For the purpose of the financial statements cash equivalents include all highly liquid investments with maturity of three months or less. There are no cash equivalents at the balance sheet date. Income Taxes The Company adopted ASC 740, “Income Taxes” Loss per Common Share The Company adopted ASC 260, “Earnings per Share” Emerging Growth Company The Company is an “emerging growth company” and has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. |
Capital Stock
Capital Stock | 8 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Capital Stock | Note 3. Capital Stock Preferred Stock As of December 31, 2020, the Company has 10,000,000 shares of preferred stock, par value of $0.0001, authorized and none issued or outstanding. Common Stock As of December 31, 2020, the Company has 50,000,000 shares of common stock, par value of $0.0001, authorized and has issued 5,000,000 shares of its $0.0001 par value common stock for $500 to the founders of the Company. |
Income Taxes
Income Taxes | 8 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 4. Income Taxes As of December 31, 2020, the Company has approximately $4,400 in gross deferred tax assets resulting from net operating loss carry-forwards of $21,059 available to offset future taxable income through 2040 subject to the change in ownership provisions under IRC 382. A valuation allowance has been recorded to fully offset these deferred tax assets because the Company’s management believes future realization of the related tax benefits is uncertain. The difference between the tax provision at the statutory federal income tax rate on December 31, 2020, and the tax provisions attributable to loss before income taxes is as follows: Statutory federal income taxes 21.0 % Valuation allowance (21.0 )% Effective income tax rate, net - |
Commitments and Related Party T
Commitments and Related Party Transactions | 8 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Commitments and Related Party Transactions | Note 5. Commitments and Related Party Transactions Office Space The Company utilizes the office space and equipment of its management at no cost. Note Payable - Stockholder On May 14, 2020, the Company issued a promissory note (the “Note”) to a stockholder of the Company pursuant to which the Company agreed to repay the sum of any and all amounts advanced to the Company, on or before the date that the Company consummates a business combination with a private company or reverse takeover transaction or other transaction after which the Company would cease to be a shell company. In November 2020, the stockholder advanced an additional $10,000 to the Company. The Note is non-interest bearing unless an event of default occurs. As of December 31, 2020, the amount due under the note payable was $20,000. |
Going Concern
Going Concern | 8 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 6. Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses from inception of approximately $21,059, has negative working capital of approximately $20,559, and has a stockholders’ deficit of approximately $20,559 The accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern. |
Covid-19
Covid-19 | 8 Months Ended |
Dec. 31, 2020 | |
Covid Nineteen Disclosure [Abstract] | |
COVID-19 | Note 7. COVID-19 On March 11, 2020, the World Health Organization officially declared the outbreak of the novel coronavirus COVID-19 a “pandemic.” A significant outbreak of COVID-19 and other infectious diseases has resulted in a widespread health crisis that has significantly adversely affected businesses of all types, economies and financial markets worldwide. The business of any potential target company with which the Company consummates a business combination could be materially and adversely affected. Furthermore, the Company may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extended period of time, the Company’s ability to consummate a business combination, or the operations of a target business with which the Company ultimately consummates a business combination, may be materially adversely affected. |
Subsequent Events
Subsequent Events | 8 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8. Subsequent Events On February 9, 2021, the Company filed with the SEC a Schedule 14F-1 Information Statement relating to an anticipated change in the composition of its board of directors that is expected to occur in connection with a proposed share exchange to be completed by and among the Company, SmartKem Limited (“SmartKem”) and the shareholders of SmartKem, pursuant to which the shareholders of SmartKem would exchange their shares of SmartKem for shares of our Common Stock (the “Exchange”), with SmartKem becoming the Company’s wholly-owned subsidiary, after which the Company would continue the business of SmartKem. The Exchange would occur pursuant to a Share Exchange Agreement expected to be entered into by and among the Company, SmartKem and the shareholders of SmartKem (the “Exchange Agreement”). SmartKem is a pioneer in the development of materials and processes used to make organic thin-film transistors (OTFTs) for the manufacture of flexible electronics. Pursuant to the terms of the proposed Exchange Agreement, it is expected that all outstanding shares of SmartKem will be converted into shares of our Common Stock, such that the holders of SmartKem equity before the proposed Exchange will own approximately 84% of the outstanding shares of our Common Stock after the Exchange (before giving effect to a potential private placement offering of Common Stock by the Company that we expect will be consummated simultaneously with or immediately after the proposed Exchange), resulting in a change of control of the Company. Completion of a private placement financing is expected to be a condition to completion of the Exchange. Certain other information regarding the proposed Exchange and proposed changes to the management and share ownership of the Company is set forth in the Schedule 14F-1, as amended. The foregoing description of the proposed Exchange Agreement and potential Common Stock private placement and related matters does not purport to be complete and is qualified in its entirety by the terms of the actual Exchange Agreement and of terms and documentation for a private placement, none of which has yet been completed and executed. The proposed Exchange is expected to be subject to satisfaction of a number of other conditions precedent, and there can be no assurance that the Exchange Agreement will be signed or that the Exchange or Common Stock private placement will be consummated or other such conditions satisfied. If and when the Exchange Agreement is signed, it will be further described in, and filed by the Company with the SEC as an exhibit to, a Current Report on Form 8-K. If and when a Common Stock private placement is consummated, it will be further described in, and material agreements relating thereto will be filed by the Company with the SEC as exhibits to, a Current Report on Form 8-K. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 8 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ( “GAAP” |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents are reported in the balance sheet at cost, which approximates fair value. For the purpose of the financial statements cash equivalents include all highly liquid investments with maturity of three months or less. There are no cash equivalents at the balance sheet date. |
Income Taxes | Income Taxes The Company adopted ASC 740, “Income Taxes” |
Loss per Common Share | Loss per Common Share The Company adopted ASC 260, “Earnings per Share” |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company” and has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. |
Income Taxes (Tables)
Income Taxes (Tables) | 8 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of tax provision at the statutory federal income tax rate | Statutory federal income taxes 21.0 % Valuation allowance (21.0 )% Effective income tax rate, net - |
Capital Stock (Details)
Capital Stock (Details) | 8 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Preferred Stock [Member] | |
Capital Stock (Details) [Line Items] | |
Preferred stock, shares authorized | 10,000,000 |
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common Stock [Member] | |
Capital Stock (Details) [Line Items] | |
Common stock, shares authorized | 50,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares issued | 5,000,000 |
Common stock to the founders (in Dollars) | $ | $ 500 |
Income Taxes (Details)
Income Taxes (Details) | Dec. 31, 2020USD ($) |
Income Tax Disclosure [Abstract] | |
Gross deferred tax assets | $ 4,400 |
Net operating loss carry-forwards | $ 21,059 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of tax provision at the statutory federal income tax rate | 8 Months Ended |
Dec. 31, 2020 | |
Schedule of tax provision at the statutory federal income tax rate [Abstract] | |
Statutory federal income taxes | 21.00% |
Valuation allowance | (21.00%) |
Effective income tax rate, net |
Commitments and Related Party_2
Commitments and Related Party Transactions (Details) - USD ($) | Dec. 31, 2020 | Nov. 30, 2020 |
Related Party Transactions [Abstract] | ||
Additional amount | $ 10,000 | |
Amount due under the note payable | $ 20,000 |
Going Concern (Details)
Going Concern (Details) | 8 Months Ended |
Dec. 31, 2020USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Incurred losses by company | $ (21,059) |
Working capital | (20,559) |
Stockholders'deficit | $ (20,559) |
Subsequent Events (Details)
Subsequent Events (Details) | Feb. 09, 2021 |
Subsequent Event [Member] | |
Subsequent Events (Details) [Line Items] | |
Percentage of outstanding shares of common stock | 84.00% |