Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 31, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-39679 | ||
Entity Registrant Name | New Beginnings Acquisition Corp. | ||
Entity Central Index Key | 0001823882 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | true | ||
Entity Common Stock, Shares Outstanding | 14,920,000 | ||
Entity Public Float | $ 116,495,000 | ||
ICFR Auditor Attestation Flag | false |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2020USD ($) |
Assets: | |
Current asset-cash | $ 1,184,215 |
Prepaid assets | 315,219 |
Total current assets | 1,499,434 |
Cash and securities held in Trust Account | 116,162,473 |
Total assets | 117,661,907 |
Liabilities and Stockholder's Equity | |
Accounts payable | 96,248 |
Total current liabilities | 96,248 |
Deferred underwriting discount | 4,025,000 |
Total liabilities | 4,121,248 |
Common stock subject to possible redemption, 10,746,599 shares at redemption value | 108,540,654 |
Stockholder's Equity: | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 |
Common stock, $0.0001 par value; 100,000,000 shares authorized; 4,173,401 shares issued and outstanding (excluding 10,746,599 shares subject to possible redemption) | 418 |
Additional paid-in capital | 5,202,273 |
Accumulated deficit | (202,686) |
Total stockholders' equity | 5,000,005 |
Total Liabilities and Stockholders' Equity | $ 117,661,907 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2020$ / sharesshares |
Statement of Financial Position [Abstract] | |
Redemption, Shares | 10,746,599 |
Preferred stock, Par value | $ / shares | $ 0.0001 |
Preferred stock, Shares authorized | 1,000,000 |
Preferred stock, Shares issued | 0 |
Preferred stock, Shares outstanding | 0 |
Common stock, Par value | $ / shares | $ 0.0001 |
Common stock, Shares authorized | 100,000,000 |
Common stock, Shares issued | 4,173,401 |
Common stock, Shares outstanding | 4,173,401 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Income Statement [Abstract] | |
Formation and operating costs | $ 215,159 |
Loss from operations | (215,159) |
Other income | |
Interest Income | 12,473 |
Total other income | 12,473 |
Net loss | $ (202,686) |
Basic and diluted weighted average shares outstanding, common stock subject to redemption | shares | 4,063,751 |
Basic and diluted net income per share | $ / shares | $ 0 |
Basic and diluted weighted average shares outstanding, common stock | shares | 3,982,640 |
Basic and diluted net loss per share | $ / shares | $ (0.05) |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - 4 months ended Dec. 31, 2020 - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at beginning, Shares at Aug. 19, 2020 | ||||
Balance at beginning, Value at Aug. 19, 2020 | ||||
Common stock issued to Sponsor, Shares | 2,875,000 | |||
Common stock issued to Sponsor,Value | $ 288 | 24,712 | 25,000 | |
Sale of 10,000,000 Units in Initial Public Offering, Shares | 10,000,000 | |||
Sale of 10,000,000 Units in Initial Public Offering, Value | $ 1,000 | 99,999,000 | 100,000,000 | |
Sale of 500,000 Private Units to Sponsor in private placement, Shares | 500,000 | |||
Sale of 500,000 Private Units to Sponsor in private placement, Value | $ 50 | 4,999,950 | 5,000,000 | |
Sale of 1,500,000 Units through over-allotment, Shares | 1,500,000 | |||
Sale of 1,500,000 Units through over-allotment, Value | $ 150 | 14,999,850 | 15,000,000 | |
Sale of 45,000 Private Units to Sponsor in private placement, Shares | 45,000 | |||
Sale of 45,000 Private Units to Sponsor in private placement, Value | $ 5 | 449,995 | 450,000 | |
Underwriting fee | (2,300,000) | (2,300,000) | ||
Deferred underwriting fee | (4,025,000) | (4,025,000) | ||
Offering costs charged to the stockholders' equity | (406,655) | (406,655) | ||
Change in common stock subject to possible redemption, Shares | (10,746,599) | |||
Change in common stock subject to possible redemption, Value | $ (1,075) | (108,539,579) | (108,540,654) | |
Net loss | (202,686) | (202,686) | ||
Balance at ending, Shares at Dec. 31, 2020 | 4,173,401 | |||
Balance at ending, Value at Dec. 31, 2020 | $ 418 | $ 5,202,273 | $ (202,686) | $ 5,000,005 |
STATEMENT OF CHANGES IN STOCK_2
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) | 4 Months Ended |
Dec. 31, 2020shares | |
Initial Public Offering [Member] | |
Sale of stock, shares | 10,000,000 |
Private Placement [Member] | |
Sale of stock, shares | 500,000 |
Over-Allotment [Member] | |
Sale of stock, shares | 1,500,000 |
Private Placement {1} [Member] | |
Sale of stock, shares | 45,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Cash flows from operating activities: | |
Net loss | $ (202,686) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on treasury securities held in Trust Account | (12,473) |
Changes in current assets and current liabilities: | |
Prepaid assets | (315,219) |
Accounts payable | 96,248 |
Net cash used in operating activities | (434,130) |
Cash Flows from Investing Activities: | |
Investment held in Trust Account | (116,150,000) |
Net cash used in investing activities | (116,150,000) |
Cash flows from financing activities: | |
Proceeds from Initial Public Offering, net of underwriters' fees | 112,700,000 |
Proceeds from private placement | 5,450,000 |
Proceeds from issuance of founder shares | 25,000 |
Proceeds from issuance of promissory note to related party | 120,000 |
Repayment of promissory note to related party | (120,000) |
Payments of offering costs | (406,655) |
Net cash provided by financing activities | 117,768,345 |
Net Change in Cash | 1,184,215 |
Cash - Beginning | 0 |
Cash - Ending | 1,184,215 |
Supplemental Disclosure of Non-cash Financing Activities: | |
Value of common stock subject to possible redemption | 108,540,654 |
Deferred underwriting commissions charged to additional paid-in capital | $ 4,025,000 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS Organization and General New Beginnings Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on August 20, 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 (“Business Combination”). The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic location. The Company has selected December 31 as its fiscal year end. As of December 31, 2020, the Company had not yet commenced any operations. All activity for the period from August 20, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the Initial Public Offering (“IPO”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. Financing The registration statement for the Company’s IPO was declared effective on October 29, 2020 (the “Effective Date”). On November 3, 2020, the Company consummated the IPO of 10,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $100,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 500,000 private units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to New Beginnings Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $5,000,000, which is described in Note 4. The Company granted the underwriters in the IPO a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments, if any. On November 9, 2020, the underwriters partially exercised the over-allotment option to purchase 1,000,000 Units (the “Over-Allotment Units”), and on November 12, 2020, the underwriters fully exercised the over-allotment option to purchase the remaining 500,000 Over-Allotment Units, generating an aggregate of gross proceeds of $15,000,000, and incurred $300,000 in cash underwriting fees. Simultaneously with the closing of the exercise of the overallotment option, the Company completed the private sale of an aggregate of 45,000 Private Units to the Sponsor, at a purchase price of $10 per Private Units, generating gross proceeds of $450,000. Upon closing of the IPO, the Private Placement, and the sale of the Over-Allotment Units, a total of $116,150,000 ($10.10 per Unit) was placed in the Trust Account (as defined below). Transaction costs amounted to $6,731,655 consisting of $2,300,000 of underwriting fee, $4,025,000 of deferred underwriting fee, and $406,655 of other offering costs. Trust Account Following the closing of the IPO on November 3, 2020 and the exercise of the over-allotment option, $116,150,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Units was placed in a Trust Account, which can only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions of Rule 2a-7 promulgated under the Investment Company Act which invest only on direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations and up to $100,000 of interest for its dissolution expenses, the proceeds from the IPO and the sale of the Private Units will not be released from the Trust Account until the earliest to occur of (a) the completion of a Business Combination, (b) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 12 months (or up to 18 months if the Company extends the period of time to consummate a Business Combination) from November 3, 2020 (the “Combination Period”), the closing of the IPO. Initial Business Combination The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (net of taxes payable) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata share of the aggregate amount then on deposit in the Trust Account (initially approximately $10.10 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). If the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described in registration statement, and then seek to dissolve and liquidate. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares, any placement shares and any public shares held by them in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares, any placement shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and placement shares if the Company fails to complete the initial Business Combination within the Combination Period. On March 8, 2021, the Company (“Parent”), and Airspan Networks Inc., a Delaware corporation (“Airspan”), jointly issued a press release announcing the execution of a Business Combination agreement (the “Agreement”) among the Company, Airspan, and Artemis Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub will merge with and into Airspan, with Airspan surviving the Merger as a wholly-owned direct subsidiary of the Company (the “Business Combination,” together with the other transactions related thereto, the “Proposed Transaction”). Liquidity and Capital Resources As of December 31, 2020, the Company had cash outside the Trust Account of $1,184,215 available for working capital needs. All remaining cash held in the Trust Account are generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem common stock. As of December 31, 2020, none of the amount in the Trust Account was available to be withdrawn as described above. Through December 31, 2020, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the founder shares, advances from the Sponsor in an aggregate amount of $120,000 which were repaid upon the IPO (as described in Note 5) and the remaining net proceeds from the IPO, the sale of the Over-allotment Units and the sale of Private Units (as described in Note 3 and 4). The Company anticipates that the $1,184,215 outside of the Trust Account as of December 31, 2020, will be sufficient to allow the Company to operate for at least the next 12 months, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 5) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating Business Combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the Business Combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Significant Accounting Policies | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 auditor 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 statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Investment Held in Trust Account Investment held in Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash, prepaid assets, and accounts payable are estimated to approximate the carrying values as of December 31, 2020 due to the short maturities of such instruments. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2020, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, Quoted Significant Significant 2020 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 379 $ 379 $ - $ - U.S. Treasury Securities held in Trust Account 116,162,094 116,162,094 - - $ 116,162,473 $ 116,162,473 $ - $ - Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2020, 10,748,854 shares of common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Loss Per Common Share Net loss per common stock is computed by dividing net loss by the weighted average number of common stock outstanding for each of the periods. The calculation of diluted loss per common stock does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of overallotment and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 12,045,000 shares of common stock in the aggregate. The Company’s statement of operations includes a presentation of loss per share for common stock subject to possible redemption in a manner similar to the two-class method of loss per common stock. Net income per common stock, basic and diluted, for redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable common stock outstanding since original issuance. Net loss per common stock, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to redeemable common stock, by the weighted average number of non-redeemable common stock outstanding for the periods. Non-redeemable common stock includes the founder shares as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account. For the Period from August 20, through December 31, Common stock subject to possible redemption Numerator: Net income allocable to common stock subject to possible redemption Amortized Interest income on marketable securities held in trust $ 8,984 Less: interest available to be withdrawn for payment of taxes (8,984 ) Net income allocable to common stock subject to possible redemption $ - Denominator: Weighted Average Redeemable common stock Redeemable Common Stock, Basic and Diluted 4,063,751 Basic and Diluted net income per share, Redeemable Common Stock $ 0.00 Non-Redeemable Common Stock Numerator: Net Income minus Redeemable Net Earnings Net Loss $ (202,686 ) Redeemable Net Earnings - Non-Redeemable Net Loss $ (202,686 ) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, common stock 3,982,640 Basic and diluted net loss per share, common stock $ (0.05 ) Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to stockholders’ equity upon the completion of the IPO. Accordingly, as of December 31, 2020, offering costs totaling $6,731,655 have been charged to stockholders’ equity (consisting of $2,300,000 in underwriting fee, $4,025,000 in deferred underwriting fee, and approximately $406,655 of other cash expenses). Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes since inception. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed immaterial for the period ending December 31, 2020. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2020 | |
Stockholder's Equity: | |
Initial Public Offering | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the IPO on November 3, 2020, the Company sold 10,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock and one warrant to purchase one share of common stock. Each warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment. Each warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation (see Note 8). On November 9, 2020, the underwriters partially exercised the over-allotment option to purchase 1,000,000 Units, and on November 12, 2020, the underwriters fully exercised the over-allotment option to purchase the remaining 500,000 Over-Allotment Units, generating an aggregate of gross proceeds of $15,000,000. An aggregate of $10.10 per Unit sold in the IPO was held in the Trust Account and only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions of Rule 2a-7 promulgated under the Investment Company Act which invest only on direct U.S. government treasury obligations. As of December 31, 2020, $116,150,000 of the IPO proceeds was held in the Trust Account. |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2020 | |
Cover [Abstract] | |
Private Placement | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 500,000 Private Units at a price of $10.00 per Private Unit, for an aggregate purchase price of $5,000,000, in a private placement. The proceeds from the Private Units was added to the proceeds from the IPO held in the Trust Account. Simultaneously with the closing of the exercise of the overallotment option, the Company completed the private sale of an aggregate of 45,000 Private Units to the Sponsor, at a purchase price of $10 per Private Units, generating gross proceeds of $450,000. Each Private Unit is identical to the Units sold in the IPO, except as described below. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the placement shares or placement warrants, which will expire worthless if the Company does not consummate a Business Combination within the allotted 12-month period (or 18-month period). The Company’s Sponsor has agreed to waive redemption rights with respect to the placement shares (i) in connection with the consummation of a Business Combination, (ii) in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or amendments to its certificate of incorporation prior, to redeem 100% of the Public Shares if the Company does not complete its initial Business Combination within the Combination Period or with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) if the Company fails to consummate a Business Combination within the Combination Period or if the Company liquidates prior to the expiration of the Combination Period. However, the initial stockholders will be entitled to redemption rights with respect to any Public Shares held by them if the Company fails to consummate a Business Combination or liquidate within the Combination Period. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares In September 2020, the Sponsor purchased 2,156,250 shares of common stock for an aggregate purchase price of $25,000, or approximately $0.012 per share. On October 20, 2020, the Company effected a stock dividend resulting in its Sponsor holding 2,875,000 founder shares, representing an adjusted purchase price of approximately $0.009 per share. The founder shares, after given effect to the stock dividend, include an aggregate of up to 375,000 shares subject to forfeiture if the over-allotment option is not exercised by the underwriters in full. In connection with the underwriters’ full exercise of their over-allotment option in November 2020, the 375,000 shares were no longer subject to forfeiture. The Sponsor has agreed not to transfer, assign or sell their founder shares until the earlier of (i) one year after the date of the consummation of the initial Business Combination or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination, or earlier, in either case, if, subsequent to the initial Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party In September 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $200,000 to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecured and due at the earlier of December 31, 2020 or the closing of the IPO. The loan would be repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account. On November 2, 2020, the Company repaid $120,000 to the Sponsor. As of December 31, 2020, the Company had not borrowed any amount under the promissory note with the Sponsor. Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide non-interest bearing loans to the Company as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into units at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Units. At December 31, 2020, no such Working Capital Loans were outstanding. Related Party Extension Loans The Company will have up to 12 months from the closing of the IPO to consummate an initial Business Combination. However, if the Company anticipates that it may not be able to consummate its initial Business Combination within 12 months, the Company may, by resolution of its board if requested by the Sponsor, extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 18 months to complete a Business Combination), subject to the Sponsor depositing additional funds into the Trust Account. The Company’s stockholders will not be entitled to vote or redeem their shares in connection with any such extension. Pursuant to the terms of the Company’s amended and restated certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company to consummate its initial Business Combination to be extended, the Company’s Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $1,000,000, or $1,150,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case, up to an aggregate of $2,000,000 or $2,300,000 if the underwriters’ over-allotment option is exercised in full) on or prior to the date of the applicable deadline, for each three month extension. Any such payments would be made in the form of a non-interest bearing loan. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete its initial Business Combination. If the Company is unable to consummate an initial Business Combination within such time period, it will redeem 100% of its issued and outstanding Public Shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, subject to applicable law, and then seek to dissolve and liquidate. Administrative Service Fee The Company has agreed to pay an affiliate of its Sponsor, commencing on the Effective Date of the registration statement, a total of $10,000 per month for office space, utilities and secretarial and administrative support. For the period from October 29, 2020 to December 31, 2020, the Company incurred $20,000 of administrative services under this arrangement. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. |
Investment Held In Trust Accoun
Investment Held In Trust Account | 12 Months Ended |
Dec. 31, 2020 | |
Investments [Abstract] | |
Investment Held In Trust Account | NOTE 6 — INVESTMENT HELD IN TRUST ACCOUNT As of December 31, 2020, investment in the Company’s Trust Account consisted of $379 in U.S. Money Market and $116,162,094 in U.S. Treasury Securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC 320 “Investments — Debt and Equity Securities”. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2020 are as follows: Carrying Gross Gross Fair Value U.S. Money Market $ 379 $ - $ - $ 379 U.S. Treasury Securities 116,162,094 1,154 - 116,163,248 $ 116,162,473 $ 1,154 $ - $ 116,163,627 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 7 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the founder shares, Private Units, and Units that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement signed on October 29, 2020. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Underwriters Agreement The underwriters had a 45-day option beginning October 29, 2020 to purchase up to an additional 1,500,000 units to cover over-allotments, if any. On November 3, 2020, the Company paid a fixed underwriting discount of $2,000,000. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account, or $3,500,000, upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. On November 9, 2020, the underwriters partially exercised the over-allotment option to purchase 1,000,000 Units, and on November 12, 2020, the underwriters fully exercised the over-allotment option to purchase the remaining 500,000 Over-Allotment Units, and paid a fixed underwriting discount of $300,000. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account, or $525,000, upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. |
Stockholder's Equity
Stockholder's Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholder's Equity | NOTE 8 — STOCKHOLDERS’ EQUITY Preferred Stock Common Stock The Company’s initial stockholders have agreed not to transfer, assign or sell their founder shares until the earlier of (i) one year after the date of the consummation of the initial Business Combination or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination, or earlier, in either case, if, subsequent to the initial Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. Warrants The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of common stock underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue shares of common stock upon exercise of a warrant unless common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of common stock underlying such unit. Once the warrants become exercisable, the Company may call the warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before we send the notice of redemption to the warrant-holders. If the Company calls the warrants for redemption as described above, the management will have the option to require any holders that wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Tax | NOTE 9 — INCOME TAX The Company’s net deferred tax assets are as follows: December 31, Deferred tax asset Organizational costs/Startup expenses $ 29,754 Federal Net Operating loss 12,810 Total deferred tax asset 42,564 Valuation allowance (42,564 ) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: December 31, Federal Current $ — Deferred (42,564 ) State Current — Deferred — Change in valuation allowance 42,564 Income tax provision $ — As of December 31, 2020, the Company has $61,001 of U.S. federal net operating loss carryovers, which do not expire, and no state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from August 20, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $42,564. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Permanent Book/Tax Differences 0.00 % Change in valuation allowance (21.0 )% Income tax provision — % The Company files income tax returns in the U.S. federal jurisdiction in Florida and is subject to examination by the various taxing authorities. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 auditor 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 statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. |
Investment Held in Trust Account | Investment Held in Trust Account Investment held in Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. |
Fair Value Measurements | Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash, prepaid assets, and accounts payable are estimated to approximate the carrying values as of December 31, 2020 due to the short maturities of such instruments. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2020, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, Quoted Significant Significant 2020 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 379 $ 379 $ - $ - U.S. Treasury Securities held in Trust Account 116,162,094 116,162,094 - - $ 116,162,473 $ 116,162,473 $ - $ - |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2020, 10,748,854 shares of common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Net Loss per Common Share | Net Loss Per Common Share Net loss per common stock is computed by dividing net loss by the weighted average number of common stock outstanding for each of the periods. The calculation of diluted loss per common stock does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of overallotment and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 12,045,000 shares of common stock in the aggregate. The Company’s statement of operations includes a presentation of loss per share for common stock subject to possible redemption in a manner similar to the two-class method of loss per common stock. Net income per common stock, basic and diluted, for redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable common stock outstanding since original issuance. Net loss per common stock, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to redeemable common stock, by the weighted average number of non-redeemable common stock outstanding for the periods. Non-redeemable common stock includes the founder shares as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account. For the Period from August 20, through December 31, Common stock subject to possible redemption Numerator: Net income allocable to common stock subject to possible redemption Amortized Interest income on marketable securities held in trust $ 8,984 Less: interest available to be withdrawn for payment of taxes (8,984 ) Net income allocable to common stock subject to possible redemption $ - Denominator: Weighted Average Redeemable common stock Redeemable Common Stock, Basic and Diluted 4,063,751 Basic and Diluted net income per share, Redeemable Common Stock $ 0.00 Non-Redeemable Common Stock Numerator: Net Income minus Redeemable Net Earnings Net Loss $ (202,686 ) Redeemable Net Earnings - Non-Redeemable Net Loss $ (202,686 ) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, common stock 3,982,640 Basic and diluted net loss per share, common stock $ (0.05 ) |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to stockholders’ equity upon the completion of the IPO. Accordingly, as of December 31, 2020, offering costs totaling $6,731,655 have been charged to stockholders’ equity (consisting of $2,300,000 in underwriting fee, $4,025,000 in deferred underwriting fee, and approximately $406,655 of other cash expenses). |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes since inception. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed immaterial for the period ending December 31, 2020. |
Risks and Uncertainties | Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of assets and liabilities measured at fair value on a recurring basis | The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2020, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, Quoted Significant Significant 2020 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 379 $ 379 $ - $ - U.S. Treasury Securities held in Trust Account 116,162,094 116,162,094 - - $ 116,162,473 $ 116,162,473 $ - $ - |
Schedule of earning per share | Non-redeemable common stock includes the founder shares as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account. For the Period from August 20, through December 31, Common stock subject to possible redemption Numerator: Net income allocable to common stock subject to possible redemption Amortized Interest income on marketable securities held in trust $ 8,984 Less: interest available to be withdrawn for payment of taxes (8,984 ) Net income allocable to common stock subject to possible redemption $ - Denominator: Weighted Average Redeemable common stock Redeemable Common Stock, Basic and Diluted 4,063,751 Basic and Diluted net income per share, Redeemable Common Stock $ 0.00 Non-Redeemable Common Stock Numerator: Net Income minus Redeemable Net Earnings Net Loss $ (202,686 ) Redeemable Net Earnings - Non-Redeemable Net Loss $ (202,686 ) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, common stock 3,982,640 Basic and diluted net loss per share, common stock $ (0.05 ) |
Investment Held In Trust Acco_2
Investment Held In Trust Account (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Investments [Abstract] | |
Schedule of fair value of held to maturity securities | The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2020 are as follows: Carrying Gross Gross Fair Value U.S. Money Market $ 379 $ - $ - $ 379 U.S. Treasury Securities 116,162,094 1,154 - 116,163,248 $ 116,162,473 $ 1,154 $ - $ 116,163,627 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | The Company’s net deferred tax assets are as follows: December 31, Deferred tax asset Organizational costs/Startup expenses $ 29,754 Federal Net Operating loss 12,810 Total deferred tax asset 42,564 Valuation allowance (42,564 ) Deferred tax asset, net of allowance $ — |
Schedule of income tax provision | The income tax provision consists of the following: December 31, Federal Current $ — Deferred (42,564 ) State Current — Deferred — Change in valuation allowance 42,564 Income tax provision $ — |
Schedule of reconciliation of the federal income tax rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Permanent Book/Tax Differences 0.00 % Change in valuation allowance (21.0 )% Income tax provision — % |
Organization and Business Ope_2
Organization and Business Operations (Details Narrative) - USD ($) | Nov. 12, 2020 | Nov. 09, 2020 | Nov. 03, 2020 | Dec. 31, 2020 |
Proceeds from private placement | $ 5,450,000 | |||
Cash placed in a trust account | 116,150,000 | |||
Transaction costs | 6,731,655 | |||
Underwriting discount | $ 2,000,000 | 2,300,000 | ||
Deferred underwriting commissions | 4,025,000 | |||
Other Offering costs | 406,655 | |||
Tax obligation, maximum amount | $ 100,000 | |||
Percentage of asset held in trust account | 80.00% | |||
Business combination, percentage of voting securities | 50.00% | |||
Cash | $ 1,184,215 | |||
Sale of the founder shares | 25,000 | |||
Advances | $ 120,000 | |||
Sponsor [Member] | ||||
Sale of units per share | $ 10 | |||
Initial Public Offering [Member] | ||||
Sale of units in initial public offering | 10,000,000 | 10,000,000 | ||
Sale of units per share | $ 10 | |||
Sale of units in initial public offering aggragate amount | $ 100,000,000 | |||
Private Placement [Member] | ||||
Sale of units in initial public offering | 500,000 | |||
Private Placement [Member] | Sponsor [Member] | ||||
Sale of units in initial public offering | 500,000 | |||
Sale of units per share | $ 10 | |||
Sale of units in initial public offering aggragate amount | $ 450,000 | $ 15,000,000 | $ 5,000,000 | |
Number of Over-Allotment Units | 500,000 | 1,000,000 | ||
Proceeds from private placement | $ 15,000,000 | |||
Deferred underwriting fees | $ 300,000 | |||
Underwriting discount | $ 300,000 | |||
Private Placement [Member] | Sponsor [Member] | ||||
Sale of units in initial public offering | 45,000 | |||
Sale of units per share | $ 10 | |||
Proceeds from private placement | $ 450,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) | Dec. 31, 2020USD ($) |
Assets: | |
Assets Held-in-trust | $ 116,162,473 |
Fair Value, Inputs, Level 1 [Member] | |
Assets: | |
Assets Held-in-trust | 116,162,473 |
Fair Value, Inputs, Level 2 [Member] | |
Assets: | |
Assets Held-in-trust | 0 |
Fair Value, Inputs, Level 3 [Member] | |
Assets: | |
Assets Held-in-trust | 0 |
U.S. Money Market [Member] | |
Assets: | |
Assets Held-in-trust | 379 |
U.S. Money Market [Member] | Fair Value, Inputs, Level 1 [Member] | |
Assets: | |
Assets Held-in-trust | 379 |
U.S. Money Market [Member] | Fair Value, Inputs, Level 2 [Member] | |
Assets: | |
Assets Held-in-trust | 0 |
U.S. Money Market [Member] | Fair Value, Inputs, Level 3 [Member] | |
Assets: | |
Assets Held-in-trust | 0 |
US Treasury Securities [Member] | |
Assets: | |
Assets Held-in-trust | 116,162,094 |
US Treasury Securities [Member] | Fair Value, Inputs, Level 1 [Member] | |
Assets: | |
Assets Held-in-trust | 116,162,094 |
US Treasury Securities [Member] | Fair Value, Inputs, Level 2 [Member] | |
Assets: | |
Assets Held-in-trust | 0 |
US Treasury Securities [Member] | Fair Value, Inputs, Level 3 [Member] | |
Assets: | |
Assets Held-in-trust | $ 0 |
Significant Accounting Polici_5
Significant Accounting Policies (Details 1) | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Numerator: Net income allocable to common stock subject to possible redemption | |
Amortized Interest income on marketable securities held in trust | $ 8,984 |
Less: interest available to be withdrawn for payment of taxes | (8,984) |
Net income allocable to common stock subject to possible redemption | $ 0 |
Denominator: Weighted Average Redeemable common stock | |
Redeemable Common Stock, Basic and Diluted | shares | 4,063,751 |
Basic and Diluted net income per share, Redeemable Common Stock | $ / shares | $ 0 |
Numerator: Net Income minus Redeemable Net Earnings | |
Net Loss | $ (202,686) |
Redeemable Net Earnings | 0 |
Non-Redeemable Net Loss | $ (202,686) |
Denominator: Weighted Average Non-Redeemable Common Stock | |
Basic and diluted weighted average shares outstanding, common stock | shares | 3,982,640 |
Basic and diluted net loss per share, common stock | $ / shares | $ (0.05) |
Significant Accounting Polici_6
Significant Accounting Policies (Details Narrative) - USD ($) | 4 Months Ended | |
Dec. 31, 2020 | Nov. 03, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash equivalents | $ 0 | |
Cash, FDIC amount | $ 250,000 | |
Common stock subject to possible redemption | 10,748,854 | |
Warrant issued | 12,045,000 | |
Offering costs | $ 6,731,655 | |
Unrecognized tax benefits | 0 | |
Underwriting discount | 2,300,000 | $ 2,000,000 |
Deferred underwriting commissions | 4,025,000 | |
Other Offering costs | $ 406,655 |
Initial Public Offering (Detail
Initial Public Offering (Details Narrative) - USD ($) | Nov. 12, 2020 | Nov. 09, 2020 | Nov. 03, 2020 | Dec. 31, 2020 | Dec. 31, 2020 |
Proceeds from initial public offering | $ 112,700,000 | ||||
Sponsor [Member] | |||||
Sale of units per share | $ 10 | ||||
Initial Public Offering [Member] | |||||
Sale of units in initial public offering | 10,000,000 | 10,000,000 | |||
Sale of units per share | $ 10 | ||||
Warrants exercise price share | $ 11.50 | ||||
Sale of units in initial public offering aggragate amount | $ 100,000,000 | ||||
Proceeds from initial public offering | $ 116,150,000 | ||||
Private Placement [Member] | |||||
Sale of units in initial public offering | 500,000 | ||||
Private Placement [Member] | Sponsor [Member] | |||||
Sale of units in initial public offering | 500,000 | ||||
Sale of units per share | $ 10 | ||||
Number of Over-Allotment Units | 500,000 | 1,000,000 | |||
Sale of units in initial public offering aggragate amount | $ 450,000 | $ 15,000,000 | $ 5,000,000 |
Private Placement (Details Narr
Private Placement (Details Narrative) - USD ($) | Nov. 12, 2020 | Nov. 09, 2020 | Nov. 03, 2020 | Dec. 31, 2020 |
Sponsor [Member] | ||||
Sale of units per share | $ 10 | |||
Private Placement [Member] | ||||
Sale of units in initial public offering | 500,000 | |||
Private Placement [Member] | Sponsor [Member] | ||||
Sale of units in initial public offering | 500,000 | |||
Sale of units per share | $ 10 | |||
Sale of units in initial public offering aggragate amount | $ 450,000 | $ 15,000,000 | $ 5,000,000 | |
Sale of additional units | 45,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Nov. 02, 2020 | Nov. 30, 2020 | Oct. 20, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 |
Number of shares issued | $ 25,000 | ||||||
Share Price | $ 10 | $ 10 | $ 10 | ||||
Repayment of Promissory Note | $ 120,000 | ||||||
Working Capital Loans | $ 1,500,000 | ||||||
Related Party Extension Loans Description | Pursuant to the terms of the Company’s amended and restated certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company to consummate its initial Business Combination to be extended, the Company’s Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $1,000,000, or $1,150,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case, up to an aggregate of $2,000,000 or $2,300,000 if the underwriters’ over-allotment option is exercised in full) on or prior to the date of the applicable deadline, for each three month extension. Any such payments would be made in the form of a non-interest bearing loan. | ||||||
Administrative Service Fee | $ 20,000 | ||||||
Sponsor [Member] | |||||||
Number of shares issued, shares | 2,156,250 | ||||||
Number of shares issued | $ 25,000 | ||||||
Share Price | $ 0.012 | ||||||
Number of shares forfeited | 375,000 | ||||||
Divisend description | Company effected a stock dividend resulting in its Sponsor holding 2,875,000 founder shares, representing an adjusted purchase price of approximately $0.009 per share. The founder shares, after given effect to the stock dividend, include an aggregate of up to 375,000 shares subject to forfeiture if the over-allotment option is not exercised by the underwriters in full. | ||||||
Principal amount | $ 200,000 | $ 200,000 | $ 200,000 | ||||
Maturity date | Dec. 31, 2020 | ||||||
Repayment of Promissory Note | $ 120,000 | ||||||
Monthly fee for office space, utilities and administrative support | $ 10,000 |
Investment Held In Trust Acco_3
Investment Held In Trust Account (Details) | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Carrying Value/Amortized Cost | $ 116,162,473 |
Gross Unrealized Gains | 1,154 |
Gross Unrealized Losses | 0 |
Fair Value | 116,163,627 |
U.S. Money Market [Member] | |
Carrying Value/Amortized Cost | 379 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | 0 |
Fair Value | 379 |
US Treasury Securities [Member] | |
Carrying Value/Amortized Cost | 116,162,094 |
Gross Unrealized Gains | 1,154 |
Gross Unrealized Losses | 0 |
Fair Value | $ 116,163,248 |
Investment Held In Trust Acco_4
Investment Held In Trust Account (Details Narrative) | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Carrying Value/Amortized Cost | $ 116,162,473 |
Debt Securities, Held-to-maturity, Maturity, Date | Feb. 4, 2021 |
U.S. Money Market [Member] | |
Carrying Value/Amortized Cost | $ 379 |
US Treasury Securities [Member] | |
Carrying Value/Amortized Cost | $ 116,162,094 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Nov. 12, 2020 | Nov. 09, 2020 | Nov. 03, 2020 | Dec. 31, 2020 |
Proceeds from private placement | $ 5,450,000 | |||
Underwriting discount | $ 2,000,000 | $ 2,300,000 | ||
Underwriting expenses, description | Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account, or $3,500,000, upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. | |||
Private Placement [Member] | Sponsor [Member] | ||||
Number of Over-Allotment Units | 500,000 | 1,000,000 | ||
Proceeds from private placement | $ 15,000,000 | |||
Underwriting discount | $ 300,000 | |||
Underwriting expenses, description | Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account, or $525,000, upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. |
Stockholder's Equity (Details N
Stockholder's Equity (Details Narrative) | Dec. 31, 2020$ / sharesshares |
Equity [Abstract] | |
Preferred stock, Par value | $ / shares | $ 0.0001 |
Preferred stock, Shares authorized | 1,000,000 |
Preferred stock, Shares issued | 0 |
Preferred stock, Shares outstanding | 0 |
Common stock, Par value | $ / shares | $ 0.0001 |
Common stock, Shares authorized | 100,000,000 |
Common stock, Shares issued | 4,173,401 |
Common stock, Shares outstanding | 4,173,401 |
Redemption, Shares | 10,746,599 |
Income Tax (Details)
Income Tax (Details) | Dec. 31, 2020USD ($) |
Deferred tax assets: | |
Organizational costs/Startup expenses | $ 29,754 |
Federal Net Operating loss | 12,810 |
Total deferred tax assets | 42,564 |
Valuation allowance | (42,564) |
Deferred tax asset, net of allowance | $ 0 |
Income Tax (Details 1)
Income Tax (Details 1) | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Federal: | |
Current | $ 0 |
Deferred | (42,564) |
State: | |
Current | 0 |
Deferred | 0 |
Change in valuation allowance | 42,564 |
Total income tax expense (benefit) | $ 0 |
Income Tax (Details 2)
Income Tax (Details 2) | 4 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Statutory federal income tax rate | 21.00% |
State taxes, net of federal tax benefit | 0.00% |
Permanent Book/Tax Differences | 0.00% |
Valuation allowance | (21.00%) |
Income tax provision | 0.00% |
Income Tax (Details Narrative)
Income Tax (Details Narrative) | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
U.S. federal net operating loss carryovers | $ 61,001 |
Change in the valuation allowance | $ 42,564 |