Loading...
Docoh

North Mountain Merger (NMMC)

Document and Entity Information

Document and Entity Information - shares3 Months Ended
Mar. 31, 2021May 24, 2021
Entity Listings [Line Items]
Entity Registrant NameNorth Mountain Merger Corp.
Entity Central Index Key0001819157
Current Fiscal Year End Date--12-31
Document Type10-Q
Amendment Flagfalse
Document Period End DateMar. 31,
2021
Document Fiscal Year Focus2021
Document Fiscal Period FocusQ1
Entity Address, State or ProvinceNY
Entity Current Reporting StatusYes
Entity Interactive Data CurrentYes
Entity Filer CategoryNon-accelerated Filer
Entity Small Businesstrue
Entity Emerging Growth Companytrue
Entity Ex Transition Periodfalse
Entity Shell Companytrue
Class A Common Stock [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding13,225,000
Class B Common Stock [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding3,306,250

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)Mar. 31, 2021Dec. 31, 2020
Current Assets
Cash $ 816,214 $ 971,469
Prepaid expenses313,656 328,114
Total Current Assets1,129,870 1,299,583
Marketable securities held in Trust Account132,255,046 132,253,093
TOTAL ASSETS133,384,916 133,552,676
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses205,237 124,265
Total Current Liabilities205,237 124,265
Deferred underwriting fee payable4,628,750 4,628,750
Total Liabilities16,726,987 19,353,015
Commitments and Contingencies
Class A common stock subject to possible redemption, 11,165,366 and 10,919,966 shares at redemption value as of March 31, 2021 and December 31, 2020, respectively111,657,920 109,199,660
Stockholders' Equity
Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding0 0
Additional paid-in capital7,104,553 9,562,788
Accumulated deficit(2,105,081)(4,563,349)
Total Stockholders' Equity5,000,009 5,000,001
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY133,384,916 133,552,676
Private Warrants [Member]
LIABILITIES AND STOCKHOLDERS' EQUITY
Warrant liabilities4,619,000 5,673,000
Public Warrants [Member]
LIABILITIES AND STOCKHOLDERS' EQUITY
Warrant liabilities7,274,000 8,927,000
Class A Common Stock [Member]
Stockholders' Equity
Common stock206 231
Class B Common Stock [Member]
Stockholders' Equity
Common stock $ 331 $ 331

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / sharesMar. 31, 2021Dec. 31, 2020
Stockholders' Equity
Preferred stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized (in shares)1,000,000 1,000,000
Preferred stock, shares issued (in shares)0 0
Preferred stock, shares outstanding (in shares)0 0
Class A Common Stock [Member]
LIABILITIES AND STOCKHOLDERS' EQUITY
Common stock, redemption (in shares)11,165,366 10,919,966
Stockholders' Equity
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized (in shares)200,000,000 200,000,000
Common stock, shares issued (in shares)2,059,634 2,305,034
Common stock, shares outstanding (in shares)2,059,634 2,305,034
Class B Common Stock [Member]
Stockholders' Equity
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized (in shares)20,000,000 20,000,000
Common stock, shares issued (in shares)3,306,250 3,306,250
Common stock, shares outstanding (in shares)3,306,250 3,306,250

CONDENSED STATEMENT OF OPERATIO

CONDENSED STATEMENT OF OPERATIONS3 Months Ended
Mar. 31, 2021USD ($)$ / sharesshares
Operating costs $ 250,685
Loss from operations(250,685)
Other income:
Interest earned on marketable securities held in Trust Account1,953
Change in fair value of warrants liabilities2,707,000
Net income2,458,268
Common Stock Subject to Possible Redemption [Member]
Other income:
Interest earned on marketable securities held in Trust Account $ 1,953
Basic weighted average shares outstanding (in shares) | shares10,919,966
Basic net income per share (in dollars per share) | $ / shares $ 0
Diluted weighted average shares outstanding (in shares) | shares10,919,966
Diluted net income per share (in dollars per share) | $ / shares $ 0
Non-redeemable Common Stock [Member]
Other income:
Net income $ 2,458,268
Basic weighted average shares outstanding (in shares) | shares5,611,284
Basic net income per share (in dollars per share) | $ / shares $ 0.44
Diluted weighted average shares outstanding (in shares) | shares5,611,284
Diluted net income per share (in dollars per share) | $ / shares $ 0.44

CONDENSED STATEMENT OF CHANGES

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 3 months ended Mar. 31, 2021 - USD ($)Common Stock [Member]Class A Common Stock [Member]Common Stock [Member]Class B Common Stock [Member]Additional Paid-in Capital [Member]Accumulated Deficit [Member]Total
Beginning balance at Dec. 31, 2020 $ 231 $ 331 $ 9,562,788 $ (4,563,349) $ 5,000,001
Beginning balance (in shares) at Dec. 31, 20202,305,034 3,306,250
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Change in value of common stock subject to possible redemption, Warrants $ (25) $ 0 (2,458,235)0 (2,458,260)
Change in value of common stock subject to possible redemption, Warrants (in shares)(245,400)0
Net income $ 0 $ 0 0 2,458,268 2,458,268
Ending balance at Mar. 31, 2021 $ 206 $ 331 $ 7,104,553 $ (2,105,081) $ 5,000,009
Ending balance (in shares) at Mar. 31, 20212,059,634 3,306,250

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS3 Months Ended
Mar. 31, 2021USD ($)
Cash Flows from Operating Activities:
Net income $ 2,458,268
Adjustments to reconcile net income to net cash used in operating activities:
Interest expenses (earned) on marketable securities held in Trust Account(1,953)
Change in fair value of warrants liabilities(2,707,000)
Changes in operating assets and liabilities:
Prepaid expenses14,458
Accounts payable and accrued expenses80,972
Net cash used in operating activities(155,255)
Net Change in Cash(155,255)
Cash - Beginning971,469
Cash - Ending816,214
Non-Cash investing and financing activities:
Change in value of Class A common stock subject to possible redemption $ 2,458,260

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS3 Months Ended
Mar. 31, 2021
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONSNOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS North Mountain Merger Corp. (the “Company”) was incorporated in Delaware as a blank check company on July 14, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock 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 geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the financial technology segment of the broader financial services industry. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2021, the Company had not yet commenced any operations. All activity for the period from July 14, 2020 (inception) through March 31, 2021 relates to the Company’s formation the initial public offering (the “Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The registration statement for the Company’s Initial Public Offering was declared effective on September 17, 2020. On September 22, 2020, the Company consummated the Initial Public Offering of 13,225,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of the over-allotment option to purchase an additional 1,725,000 Units, at $10.00 per Unit, generating gross proceeds of $132,250,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,145,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to North Mountain LLC (the “Sponsor”), generating gross proceeds of $4,145,000, which is described in Note 4. Transaction costs amounted to $7,385,802, consisting of $2,417,300 of underwriting fees, $4,628,750 of deferred underwriting fees and $339,752 of other offering costs. Following the closing of the Initial Public Offering on September 22, 2020, an amount of $132,250,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to the Company to fund its regulatory compliance costs and to pay its tax obligations (“permitted withdrawals”). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (net of permitted withdrawals and excluding the amount of any deferred underwriting discount) at the time of the signing an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-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. There is no assurance that the Company will be able to complete a Business Combination successfully. 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 on deposit in the Trust Account (initially $10.00 per Public Share) plus a pro rata portion of the interest earned on the funds held in the Trust Account and not previously withdrawn to fund permitted withdrawals. 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 underwriter (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does not then become subject to the SEC’s “penny stock” rules). If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the outstanding shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by law or stock exchange rule and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem Public 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 below 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. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated 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% of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors have agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (a) 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 or (b) 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 September 22, 2022 to consummate a Business Combination (the “Completion Window”). If the Company is unable to complete a Business Combination within the Completion Window, 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 make permitted withdrawals (and 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 the 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 Completion Window. The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Completion Window. However, if the Sponsor or any of the Company’s officers, directors or any of their affiliates acquires Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Completion Window. The underwriter has agreed to waive its rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Completion Window 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 Initial Public Offering price per Unit ($10.00). 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 (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a definitive agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per 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. 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 or to any claims under the Company’s indemnity of the underwriter 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 (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES3 Months Ended
Mar. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESNOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A as filed with the SEC on May 24, 2021. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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 March 31, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At March 31, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury Securities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A 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, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 common stock, 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 as liabilities 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. (see Note 9). Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income per Common Stock Net income per share is computed by dividing net income by the weighted-average number of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 10,757,500 shares in the calculation of diluted loss per share, since the exercise price of the warrants was below the average market price for the period. The Company’s statement of operations includes a presentation of income per share for common stock subject to possible redemption in a manner similar to the two-class method of income per share. Net income per common stock, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class B non-redeemable common stock outstanding for the period. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income per common stock (in dollars, except per share amounts): For the Three Months Ended March 31, 2021 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 $ 1,953 Less: Income and franchise taxes ( 1,953 ) Net loss allocable to shares subject to possible redemption $ — Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 10,919,966 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net income minus Net Earnings Net income $ 2,458,268 Net income allocable to Common stock subject to possible redemption — Non-Redeemable net income $ 2,458,268 Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 5,611,284 Basic and diluted net income per share $ 0.44 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 Depository Insurance Coverage of $250,000. The Company has not experienced losses on this 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 condensed balance sheets, 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 Company’s condensed financial statements.

PUBLIC OFFERING

PUBLIC OFFERING3 Months Ended
Mar. 31, 2021
PUBLIC OFFERING [Abstract]
PUBLIC OFFERINGNOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 13,225,000 Units, which includes the full exercise by the underwriter of its option to purchase an additional 1,725,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

PRIVATE PLACEMENT

PRIVATE PLACEMENT3 Months Ended
Mar. 31, 2021
PRIVATE PLACEMENT [Abstract]
PRIVATE PLACEMENTNOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,145,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $4,145,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50. 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 from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and all underlying securities will expire worthless.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS3 Months Ended
Mar. 31, 2021
RELATED PARTY TRANSACTIONS [Abstract]
RELATED PARTY TRANSACTIONSNOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On July 14, 2020, the Sponsor purchased 3,306,250 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. The Founder Shares included an aggregate of up to 431,250 shares of Class B common stock subject to forfeiture by the Sponsor to the extent that the underwriter’s 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. The Founder Shares will automatically convert into Class A common stock upon the consummation of a Business Combination on a one-for-one basis, subject to adjustments as described in Note 7. As a result of the underwriter’s election to fully exercise the over-allotment option, 431,250 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (i) one year after the completion of a Business Combination or (ii) subsequent to a Business Combination, (x) if the closing price of the Class A stock common stock equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their Class A common stock for cash, securities or other property. Administrative Support Agreement The Company has agreed, commencing on September 22, 2020, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, administrative and support services. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2021, the Company incurred approximately $30,000 in fees for these services, of which such amount is included in accrued expenses in the accompanying balance sheets. Promissory Note — Related Party On July 14, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which 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 was non-interest bearing and payable on the earlier of December 31, 2020 or the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $75,000 was repaid at the closing of the Initial Public Offering on September 22, 2020. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of a Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the Working Capital Loans may be converted into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of the 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.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES3 Months Ended
Mar. 31, 2021
COMMITMENTS AND CONTINGENCIES [Abstract]
COMMITMENTS AND CONTINGENCIESNOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on September 17, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion into shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration 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 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 Company will bear the expenses incurred in connection with the filing of any such registration statements. Sale of Units to Related Party Millais Limited, the indirect majority owner of the Company’s Sponsor, purchased 1,138,500 Units sold in the Initial Public Offering at $10.00 per Unit, or $11,358,000 in the aggregate. Underwriting Agreement The underwriter is entitled a deferred fee of 3.5% of the gross proceeds from the Units sold in the Initial Public Offering, or $4,628,750 in the aggregate. The deferred fee will be forfeited by the underwriter solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement. The underwriter did not receive any underwriting discount or commissions on Units purchased by Millais Limited, the indirect majority owner of the Company’s sponsor.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY3 Months Ended
Mar. 31, 2021
STOCKHOLDERS' EQUITY [Abstract]
STOCKHOLDERS' EQUITYNOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock Holders of Class B common stock will have the right to elect all of the Company’s directors prior to the consummation of a Business Combination. On any other matter submitted to a vote of the Company’s stockholders, holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law. These provisions of the Company’s Amended and Restated Certificate of Incorporation may only be amended if approved by a majority of at least 90% of the Company’s common stock voting at a stockholder meeting. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering (not including the shares of Class A common stock underlying the Private Placement Warrants) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent securities issued, or to be issued, to any seller in a Business Combination, any private placement equivalent securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

WARRANT LIABILITY

WARRANT LIABILITY3 Months Ended
Mar. 31, 2021
WARRANT LIABILITY [Abstract]
WARRANT LIABILITYNOTE 8. WARRANT LIABILITY Warrants The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. 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 with the SEC, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the Public Warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if our Class A 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, we may, at our 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 we so elect, we will not be required to file or maintain in effect a registration statement, but will use our reasonable best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Redemptions of Warrants for Cash • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the closing sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. 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. In addition, if the Company issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at a newly issued price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the 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”), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of 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 Class A 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, except as described above, 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.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS3 Months Ended
Mar. 31, 2021
FAIR VALUE MEASUREMENTS [Abstract]
FAIR VALUE MEASUREMENTSNOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level March 31, 2021 December 31, 2020 Assets: Marketable securities held in Trust Account 1 $ 132,255,046 $ 132,253,093 Liabilities: Warrant Liability – Public Warrants 1 $ 7,274,000 8,927,000 Warrant Liability – Private Placement Warrants 3 $ 4,619,000 5,673,000 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. Private Placement Warrants The fair value of the Private Placement Warrants is reported in the foregoing table as Level 3 fair value. For the period ending March 31, 2021, the Private Placement Warrants were not separately traded on an open market. As such, the Company used Modified Black-Scholes model to value the Private Placement Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of shares of Class B common stock, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption, Class A common stock and Class B common stock based on their relative fair values at the initial measurement date. The key inputs into the Modified Black-Scholes model for the Private Placement Warrants at March 31, 2021: Input March 31, 2021 Common Stock Price $ 9.92 Expected term (years) 5.48 Expected Volatility (Private Placement Warrants) derived from Monte Carlo Simulation 16.00 % Estimated probability of successful business combination 100.00 % Exercise Price $ 11.50 Risk-free rate of interest 1.03 % Public Warrants The Public Warrants are measured at fair value on a recurring basis. The measurement of the Public Warrants as of March 31, 2021 is classified as Level 1 due to the use of an observable market quote in an active market. As of March 31, 2021, the aggregate value of the Public Warrants was $7.3 million. The following table presents the changes in the fair value of warrant liabilities: ​ Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ 5,673,000 $ 8,927,000 $ 14,600,000 Change in valuation inputs or other assumptions (1,054,000 ) (1,653,000 ) (2,707,000 ) Fair value as of March 31, 2021 $ 4,619,000 $ 7,274,000 $ 11,893,000 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the three months ended March 31, 2021.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS3 Months Ended
Mar. 31, 2021
SUBSEQUENT EVENTS [Abstract]
SUBSEQUENT EVENTSNOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)3 Months Ended
Mar. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Basis of PresentationBasis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A as filed with the SEC on May 24, 2021.
Use of EstimatesUse of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash EquivalentsCash 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 March 31, 2021 and December 31, 2020.
Marketable Securities Held in Trust AccountMarketable Securities Held in Trust Account At March 31, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury Securities.
Class A Common Stock Subject to Possible RedemptionClass A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A 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, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets.
Warrant LiabilitiesWarrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 common stock, 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 as liabilities 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. (see Note 9).
Income TaxesIncome Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income per Common StockNet Income per Common Stock Net income per share is computed by dividing net income by the weighted-average number of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 10,757,500 shares in the calculation of diluted loss per share, since the exercise price of the warrants was below the average market price for the period. The Company’s statement of operations includes a presentation of income per share for common stock subject to possible redemption in a manner similar to the two-class method of income per share. Net income per common stock, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class B non-redeemable common stock outstanding for the period. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income per common stock (in dollars, except per share amounts): For the Three Months Ended March 31, 2021 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 $ 1,953 Less: Income and franchise taxes ( 1,953 ) Net loss allocable to shares subject to possible redemption $ — Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 10,919,966 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net income minus Net Earnings Net income $ 2,458,268 Net income allocable to Common stock subject to possible redemption — Non-Redeemable net income $ 2,458,268 Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 5,611,284 Basic and diluted net income per share $ 0.44
Concentration of Credit RiskConcentration 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 Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account.
Fair Value of Financial InstrumentsFair 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 condensed balance sheets, primarily due to their short-term nature.
Recent Accounting StandardsRecent 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 Company’s condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)3 Months Ended
Mar. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Calculation of Basic and Diluted Net Income Per Common StockThe following table reflects the calculation of basic and diluted net income per common stock (in dollars, except per share amounts): For the Three Months Ended March 31, 2021 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 $ 1,953 Less: Income and franchise taxes ( 1,953 ) Net loss allocable to shares subject to possible redemption $ — Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 10,919,966 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net income minus Net Earnings Net income $ 2,458,268 Net income allocable to Common stock subject to possible redemption — Non-Redeemable net income $ 2,458,268 Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 5,611,284 Basic and diluted net income per share $ 0.44

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)3 Months Ended
Mar. 31, 2021
FAIR VALUE MEASUREMENTS [Abstract]
Assets and Liabilities Measured at Fair Value on Recurring BasisThe following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level March 31, 2021 December 31, 2020 Assets: Marketable securities held in Trust Account 1 $ 132,255,046 $ 132,253,093 Liabilities: Warrant Liability – Public Warrants 1 $ 7,274,000 8,927,000 Warrant Liability – Private Placement Warrants 3 $ 4,619,000 5,673,000
Key Inputs into Modified Black-Scholes Model for Private Placement WarrantsThe key inputs into the Modified Black-Scholes model for the Private Placement Warrants at March 31, 2021: Input March 31, 2021 Common Stock Price $ 9.92 Expected term (years) 5.48 Expected Volatility (Private Placement Warrants) derived from Monte Carlo Simulation 16.00 % Estimated probability of successful business combination 100.00 % Exercise Price $ 11.50 Risk-free rate of interest 1.03 %
Changes in Fair Value of Warrant LiabilitiesThe following table presents the changes in the fair value of warrant liabilities: ​ Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ 5,673,000 $ 8,927,000 $ 14,600,000 Change in valuation inputs or other assumptions (1,054,000 ) (1,653,000 ) (2,707,000 ) Fair value as of March 31, 2021 $ 4,619,000 $ 7,274,000 $ 11,893,000

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)Sep. 22, 2020USD ($)Business$ / sharessharesMar. 31, 2021USD ($)Dec. 31, 2020USD ($)
Proceeds from Issuance of Equity [Abstract]
Transaction costs $ 7,385,802
Underwriting fees2,417,300
Deferred underwriting fees4,628,750
Other costs339,752
Net proceeds from Initial Public Offering and Private Placement $ 132,250,000 $ 132,255,046 $ 132,253,093
Net proceeds from Initial Public Offering and Private Placement (in dollars per share) | $ / shares $ 10
Net tangible asset threshold for redeeming Public Shares $ 5,000,001
Percentage of Public Shares that can be redeemed without prior consent15.00%
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period100.00%
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period10 days
Minimum [Member]
Proceeds from Issuance of Equity [Abstract]
Number of operating businesses included in initial Business Combination | Business1
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination80.00%
Post-transaction ownership percentage of the target business50.00%
Maximum [Member]
Proceeds from Issuance of Equity [Abstract]
Net proceeds from Initial Public Offering and Private Placement (in dollars per share) | $ / shares $ 10
Interest on Trust Account that can be held to pay dissolution expenses $ 100,000
Private Placement Warrant [Member]
Proceeds from Issuance of Equity [Abstract]
Share price (in dollars per share) | $ / shares $ 1
Warrants issued (in shares) | shares4,145,000
Gross proceeds from issuance of warrants $ 4,145,000
Initial Public Offering [Member]
Proceeds from Issuance of Equity [Abstract]
Deferred underwriting fees $ 4,628,750
Initial Public Offering [Member] | Public Shares [Member]
Proceeds from Issuance of Equity [Abstract]
Units to be issued (in shares) | shares13,225,000
Share price (in dollars per share) | $ / shares $ 10
Gross proceeds from initial public offering $ 132,250,000
Redemption price (in dollars per share) | $ / shares $ 10
Over-Allotment Option [Member] | Public Shares [Member]
Proceeds from Issuance of Equity [Abstract]
Units to be issued (in shares) | shares1,725,000
Share price (in dollars per share) | $ / shares $ 10

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details) - USD ($)Mar. 31, 2021Dec. 31, 2020
Cash and Cash Equivalents [Abstract]
Cash equivalents $ 0 $ 0

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) - USD ($)Mar. 31, 2021Dec. 31, 2020
Income Taxes [Abstract]
Unrecognized tax benefits $ 0 $ 0
Accrued interest and penalties $ 0 $ 0

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Net Income per Common Stock (Details)3 Months Ended
Mar. 31, 2021USD ($)$ / sharesshares
Numerator [Abstract]
Interest earned on marketable securities held in Trust Account $ 1,953
Net income2,458,268
Common Stock Subject to Possible Redemption [Member]
Numerator [Abstract]
Interest earned on marketable securities held in Trust Account1,953
Less: Income and franchise taxes(1,953)
Net income (loss) allocable to Common stock subject to possible redemption $ 0
Denominator [Abstract]
Basic weighted average shares outstanding (in shares) | shares10,919,966
Diluted weighted average shares outstanding (in shares) | shares10,919,966
Basic net income per share (in dollars per share) | $ / shares $ 0
Diluted net income per share (in dollars per share) | $ / shares $ 0
Non-Redeemable Common Stock [Member]
Numerator [Abstract]
Net income $ 2,458,268
Net income (loss) allocable to Common stock subject to possible redemption0
Non-Redeemable net income $ 2,458,268
Denominator [Abstract]
Basic weighted average shares outstanding (in shares) | shares5,611,284
Diluted weighted average shares outstanding (in shares) | shares5,611,284
Basic net income per share (in dollars per share) | $ / shares $ 0.44
Diluted net income per share (in dollars per share) | $ / shares $ 0.44
Warrants [Member]
Net Income per Common Stock [Abstract]
Antidilutive securities excluded from computation of earnings per share (in shares) | shares10,757,500

PUBLIC OFFERING (Details)

PUBLIC OFFERING (Details)Sep. 22, 2020$ / sharesshares
Initial Public Offering [Member] | Public Shares [Member]
Proposed Public Offering [Abstract]
Units issued (in shares)13,225,000
Unit price (in dollars per share) | $ / shares $ 10
Initial Public Offering [Member] | Public Warrant [Member]
Proposed Public Offering [Abstract]
Number of securities to be called by each unit (in shares)0.5
Warrants exercise price (in dollars per share) | $ / shares $ 11.50
Initial Public Offering [Member] | Class A Common Stock [Member]
Proposed Public Offering [Abstract]
Number of securities to be called by each unit (in shares)1
Number of securities called by each warrant (in shares)1
Over-Allotment Option [Member] | Public Shares [Member]
Proposed Public Offering [Abstract]
Units issued (in shares)1,725,000
Unit price (in dollars per share) | $ / shares $ 10
Proposed Public Offering [Member] | Public Shares [Member]
Proposed Public Offering [Abstract]
Unit price (in dollars per share) | $ / shares $ 10

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - Private Placement Warrants [Member] - USD ($)Sep. 22, 2020Mar. 31, 2021
Private Placement Warrants [Abstract]
Warrants issued (in shares)4,145,000
Share price (in dollars per share) $ 1
Gross proceeds received from issuance of warrants $ 4,145,000
Class A Common Stock [Member]
Private Placement Warrants [Abstract]
Number of securities called by each warrant (in shares)1
Warrants exercise price (in dollars per share) $ 11.50

RELATED PARTY TRANSACTIONS, Fou

RELATED PARTY TRANSACTIONS, Founder Shares (Details)Jul. 14, 2020USD ($)sharesMar. 31, 2021$ / sharessharesJul. 13, 2020shares
Founder Shares [Abstract]
Stock conversion basis at time of business combination1
Class A Common Stock [Member]
Founder Shares [Abstract]
Number of trading days20 days
Trading day threshold period30 days
Class A Common Stock [Member] | Minimum [Member]
Founder Shares [Abstract]
Share price (in dollars per share) | $ / shares $ 18
Founder Shares [Member] | Sponsor [Member] | Class A Common Stock [Member]
Founder Shares [Abstract]
Stock conversion basis at time of business combination1
Holding period for transfer, assignment or sale of Founder Shares1 year
Number of trading days20 days
Trading day threshold period30 days
Founder Shares [Member] | Sponsor [Member] | Class A Common Stock [Member] | Minimum [Member]
Founder Shares [Abstract]
Share price (in dollars per share) | $ / shares $ 12
Threshold period after initial Business Combination150 days
Founder Shares [Member] | Sponsor [Member] | Class B Common Stock [Member]
Founder Shares [Abstract]
Shares issued (in shares)3,306,250
Proceeds from issuance of Class B common stock to Sponsor | $ $ 25,000
Ownership interest, as converted percentage20.00%
Number of shares no longer subject to forfeiture (in shares)431,250
Founder Shares [Member] | Sponsor [Member] | Class B Common Stock [Member] | Maximum [Member]
Founder Shares [Abstract]
Number of shares subject to forfeiture (in shares)431,250

RELATED PARTY TRANSACTIONS, Adm

RELATED PARTY TRANSACTIONS, Administrative Support Agreement, Promissory Note and Related Party Loans (Details) - USD ($)Sep. 22, 2020Jul. 14, 2020Mar. 31, 2021
Sponsor [Member] | Promissory Note [Member]
Related Party Transactions [Abstract]
Repayment of debt to related party $ 75,000
Sponsor [Member] | Promissory Note [Member] | Maximum [Member]
Related Party Transactions [Abstract]
Related party transaction $ 300,000
Sponsor [Member] | Administrative Support Agreement [Member]
Related Party Transactions [Abstract]
Related party transaction $ 10,000
Sponsor [Member] | Administrative Support Agreement [Member] | Accrued Expenses [Member]
Related Party Transactions [Abstract]
Fees payable $ 30,000
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] | Working Capital Loans [Member]
Related Party Transactions [Abstract]
Related party transaction $ 1,500,000
Unit price (in dollars per share) $ 1

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)Sep. 22, 2020USD ($)$ / sharessharesSep. 17, 2020Demand
Underwriting Agreement [Abstract]
Deferred underwriting fees $ 4,628,750
Maximum [Member]
Registration Rights [Abstract]
Number of demands eligible security holder can make | Demand3
Initial Public Offering [Member]
Underwriting Agreement [Abstract]
Deferred underwriting discount3.50%
Deferred underwriting fees $ 4,628,750
Sponsor [Member] | Initial Public Offering [Member]
Sale of Units to Related Party [Abstract]
Units issued (in shares) | shares1,138,500
Unit price (in dollars per share) | $ / shares $ 10
Proceeds from sale of stock $ 11,358,000

STOCKHOLDERS' EQUITY (Details)

STOCKHOLDERS' EQUITY (Details) - $ / shares3 Months Ended
Mar. 31, 2021Dec. 31, 2020
Stockholders' Equity [Abstract]
Preferred stock, shares authorized (in shares)1,000,000 1,000,000
Preferred stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares issued (in shares)0 0
Preferred stock, shares outstanding (in shares)0 0
Minimum percentage of common stock voting required to amend90.00%
Stock conversion basis at time of business combination1
Stock conversion percentage threshold20.00%
Class A Common Stock [Member]
Stockholders' Equity [Abstract]
Common stock, shares authorized (in shares)200,000,000 200,000,000
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Voting right per shareOne vote
Common stock, shares issued (in shares)2,059,634 2,305,034
Common stock, shares outstanding (in shares)2,059,634 2,305,034
Common stock subject to possible redemption (in shares)11,165,366 10,919,966
Class B Common Stock [Member]
Stockholders' Equity [Abstract]
Common stock, shares authorized (in shares)20,000,000 20,000,000
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Voting right per shareOne vote
Common stock, shares issued (in shares)3,306,250 3,306,250
Common stock, shares outstanding (in shares)3,306,250 3,306,250

WARRANT LIABILITY (Details)

WARRANT LIABILITY (Details)3 Months Ended
Mar. 31, 2021$ / shares
Warrants [Abstract]
Period warrants to become excisable after business combination30 days
Period to exercise warrants after public offerings12 months
Expiration period of warrants5 years
Number of days to file registration statement15 days
Period for registration statement to become effective60 days
Minimum [Member]
Warrants [Abstract]
Notice period to redeem warrants30 days
Class A Common Stock [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share) $ 0.01
Number of trading days20 days
Trading day threshold period30 days
Class A Common Stock [Member] | Minimum [Member]
Warrants [Abstract]
Share price (in dollars per share) $ 18
Class A Common Stock [Member] | Additional Issue of Common Stock or Equity-linked Securities [Member]
Warrants [Abstract]
Share price (in dollars per share) $ 9.20
Percentage of newly issued price to be adjusted to exercise price of warrants115.00%
Period for warrants to become exercisable30 days

FAIR VALUE MEASUREMENTS, Assets

FAIR VALUE MEASUREMENTS, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($)Mar. 31, 2021Dec. 31, 2020
Level 1 [Member]
Assets [Abstract]
Marketable securities held in Trust Account $ 132,255,046 $ 132,253,093
Level 1 [Member] | Public Warrants [Member]
Liabilities [Abstract]
Warrant Liability7,274,000 8,927,000
Level 3 [Member] | Private Placement Warrants [Member]
Liabilities [Abstract]
Warrant Liability $ 4,619,000 $ 5,673,000

FAIR VALUE MEASUREMENTS, Key In

FAIR VALUE MEASUREMENTS, Key Inputs into Modified Black-Scholes Model for Private Placement Warrants (Details)Mar. 31, 2021$ / sharesshares
Key Inputs into Modified Black-Scholes Model for Private Placement Warrants [Abstract]
Measurement input5 years
Common Stock Price [Member]
Key Inputs into Modified Black-Scholes Model for Private Placement Warrants [Abstract]
Measurement input | $ / shares9.92
Expected Term [Member]
Key Inputs into Modified Black-Scholes Model for Private Placement Warrants [Abstract]
Measurement input5 years 5 months 23 days
Exercise Price [Member]
Key Inputs into Modified Black-Scholes Model for Private Placement Warrants [Abstract]
Measurement input11.50
Risk-free Rate of Interest [Member]
Key Inputs into Modified Black-Scholes Model for Private Placement Warrants [Abstract]
Measurement input0.0103
Class A Common Stock [Member]
Key Inputs into Modified Black-Scholes Model for Private Placement Warrants [Abstract]
Number of shares included in Unit (in shares)1
Public Warrants [Member]
Key Inputs into Modified Black-Scholes Model for Private Placement Warrants [Abstract]
Number of warrants included in Unit (in shares)0.5
Private Placement Warrants [Member] | Expected Volatility [Member]
Key Inputs into Modified Black-Scholes Model for Private Placement Warrants [Abstract]
Measurement input0.1600
Private Placement Warrants [Member] | Estimated Probability of Successful Business Combination [Member]
Key Inputs into Modified Black-Scholes Model for Private Placement Warrants [Abstract]
Measurement input1

FAIR VALUE MEASUREMENTS, Change

FAIR VALUE MEASUREMENTS, Changes in Fair Value of Warrant Liabilities (Details)3 Months Ended
Mar. 31, 2021USD ($)
Transfers to/from Fair Value Hierarchy Levels [Abstract]
Transfers into Level 3 $ 0
Transfers out of Level 30
Warrant Liabilities [Member]
Changes in Fair Value of Warrant Liabilities [Roll Forward]
Fair value, beginning of period14,600,000
Change in valuation inputs or other assumptions(2,707,000)
Fair value, end of period11,893,000
Private Placement Warrants [Member]
Changes in Fair Value of Warrant Liabilities [Roll Forward]
Fair value, beginning of period5,673,000
Change in valuation inputs or other assumptions(1,054,000)
Fair value, end of period4,619,000
Public Warrants [Member]
Changes in Fair Value of Warrant Liabilities [Roll Forward]
Fair value, beginning of period8,927,000
Change in valuation inputs or other assumptions(1,653,000)
Fair value, end of period $ 7,274,000