Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 21, 2021 | |
Entity Registrant Name | FoxWayne Enterprises Acquisition Corp. | |
Entity Central Index Key | 0001829999 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Class A Common Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 5,800,000 | |
Class B Common Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 1,437,500 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash | $ 305,191 | $ 2,966 | |
Prepaid expenses | 460,989 | ||
Total Current Assets | 766,180 | 2,966 | |
Investments held in Trust Account | 58,076,050 | ||
Deferred offering costs associated with initial public offering | 150,176 | ||
Total Assets | 58,842,230 | 153,142 | |
Current liabilities: | |||
Accounts payable | 338,423 | 32,102 | |
Accrued expenses | 70,000 | 61,147 | |
Accrued expenses - related party | 30,000 | ||
Franchise tax payable | 42,158 | 740 | |
Note payable - related party | 40,510 | ||
Total Current Liabilities | 480,581 | 134,499 | |
Deferred underwriting commissions | 2,012,500 | ||
Derivative warrant liabilities | 4,275,000 | ||
Total Liabilities | 6,768,081 | 134,499 | |
Commitments and Contingencies | |||
Class A common stock, $0.0001 par value; 4,660,806 and 0 shares subject to possible redemption at $10.10 per share at March 31, 2021 and December 31, 2020, respectively | 47,074,141 | ||
Stockholders' Equity: | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||
Common stock value | |||
Additional paid-in capital | 5,163,376 | 24,856 | |
Accumulated deficit | (163,626) | (6,357) | |
Total Stockholders' Equity | 5,000,008 | 18,643 | |
Total Liabilities and Stockholders' Equity | 58,842,230 | 153,142 | |
Class A Common Stock [Member] | |||
Stockholders' Equity: | |||
Common stock value | 114 | ||
Class B Common Stock [Member] | |||
Stockholders' Equity: | |||
Common stock value | [1] | $ 144 | $ 144 |
[1] | This number includes up to 187,500 Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter. The underwriter exercised its over-allotment option in full on January 22, 2021; thus, these 187,500 shares are no longer subject to forfeiture (see Note 7). |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock share redemption | 4,660,806 | |
Common stock, share issued per share | $ 10.10 | 10.10 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 1,139,194 | |
Common stock, shares outstanding | 1,139,194 | |
Class A Common Stock [Member] | Subject to Possible Redemption [Member] | ||
Common stock share redemption | 0 | |
Class B Common Stock [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 2,000,000 | 2,000,000 |
Common stock, shares issued | 1,437,500 | 1,437,500 |
Common stock, shares outstanding | 1,437,500 | 1,437,500 |
Class B Common Stock [Member] | Over-Allotment Options Not Excercised Full or Partially [Member] | ||
Number of stock options forfeiture, during period | 187,500 | 187,500 |
Condensed Statement of Operatio
Condensed Statement of Operations (Unaudited) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
General and administrative expenses | $ 187,530 |
General and administrative expenses - related party | 30,000 |
Franchise tax expense | 42,295 |
Total operating expenses | (259,825) |
Other income (expense) | |
Change in fair value of derivative warrant liabilities | 314,000 |
Financing costs - derivative warrant liabilities | (212,494) |
Investment income on Trust Account | 1,050 |
Net loss | (157,269) |
Class A Common Stock [Member] | |
Other income (expense) | |
Net loss | $ 157,000 |
Basic and diluted weighted average shares outstanding | shares | 5,800,000 |
Basic and diluted net income (loss) per share | $ / shares | |
Class B Common Stock [Member] | |
Other income (expense) | |
Net loss | $ 157,000 |
Basic and diluted weighted average shares outstanding | shares | 1,432,083 |
Basic and diluted net income (loss) per share | $ / shares | $ (0.11) |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholders' Equity (Unaudited) - 3 months ended Mar. 31, 2021 - USD ($) | Common Stock Class A [Member] | Common Stock Class B [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2020 | $ 144 | $ 24,856 | $ (6,357) | $ 18,643 | |
Balance, shares at Dec. 31, 2020 | 1,437,500 | ||||
Sale of units in initial public offering, net of fair value of public warrants | $ 575 | 54,394,425 | 54,395,000 | ||
Sale of units in initial public offering, net of fair value of public warrants,shares | 5,750,000 | ||||
Offering costs | (3,498,225) | (3,498,225) | |||
Issuance of Representative's Shares | $ 5 | (5) | |||
Issuance of Representative's Shares,shares | 50,000 | ||||
Excess of cash received over fair value of the private placement warrants | 1,316,000 | 1,316,000 | |||
Common stock subject to possible redemption | $ (466) | (47,073,675) | (47,074,141) | ||
Common stock subject to possible redemption,shares | (4,660,806) | ||||
Net loss | (157,269) | (157,269) | |||
Balance at Mar. 31, 2021 | $ 114 | $ 144 | $ 5,163,376 | $ (163,626) | $ 5,000,008 |
Balance, shares at Mar. 31, 2021 | 1,139,194 | 1,437,500 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (157,269) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Change in fair value of derivative warrant liabilities | (314,000) |
Financing costs - derivative warrant liabilities | 212,494 |
Income from investments held in Trust Account | (1,050) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (460,989) |
Accounts payable | 306,321 |
Accrued expenses - related party | 30,000 |
Franchise tax payable | 41,418 |
Net cash used in operating activities | (343,075) |
Cash Flows from Investing Activities | |
Cash deposited in Trust Account | (58,075,000) |
Net cash used in investing activities | (58,075,000) |
Cash Flows from Financing Activities: | |
Repayment of note payable to related party | (40,510) |
Proceeds received from initial public offering, gross | 57,500,000 |
Proceeds received from private placement | 2,800,000 |
Offering costs paid | (1,539,190) |
Net cash provided by financing activities | 58,720,300 |
Net increase in cash | 302,225 |
Cash - beginning of the period | 2,966 |
Cash - end of the period | 305,191 |
Supplemental disclosure of noncash activities: | |
Reversal of offering costs included in accrued expenses in prior year | (61,147) |
Reclass of deferred offering costs assoicated with initial public offeirng to additional paid-in capital | (159,029) |
Offering costs included in accrued expenses | 70,000 |
Issuance of Representative's Shares | 5 |
Deferred underwriting commissions in connection with the initial public offering | 2,012,500 |
Initial value of common stock subject to possible redemption | 47,001,714 |
Change in value of common stock subject to possible redemption | $ 72,427 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Organization and Business Operations | Note 1—Description of Organization and Business Operations FoxWayne Enterprises Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on September 17, 2020, 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”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of March 31, 2021, the Company had not commenced any operations. All activity for the period from September 17, 2020 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) 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 its investments held in the trust account from the proceeds of its Initial Public Offering. The Company’s sponsor is FoxWayne Enterprises Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 19, 2021. On January 22, 2021, the Company consummated its Initial Public Offering of 5,750,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 750,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $57.5 million, and incurring offering costs of approximately $4.2 million, of which approximately $2.0 million was for deferred underwriting commissions (Notes 2 and Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 2,800,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $2.8 million (Note 4 and 6). Upon the closing of the Initial Public Offering and the Private Placement, approximately $58.1 million ($10.10 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable) at the time of the agreement to enter into the initial 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 voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders (the “Public Stockholders”) of the Public Shares 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 held in the Trust Account (initially anticipated to be $10.10 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. 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% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “Initial Stockholders”) agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within 12 months from the closing of the Initial Public Offering, or January 22, 2022, (or up to 18 months from the consummation of the Initial Public Offering, or July 22, 2022, if the Company extends the period of time to consummate a Business Combination) (the “Combination Period”), or with respect to any other material provisions 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. If the Company anticipates that it may not be able to consummate the initial Business Combination within 12 months, the Company may, by resolution of the 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 as set out below. Pursuant to the terms of the Amended and Restated Certificate of Incorporation and the trust agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company to consummate the initial Business Combination to be extended, the Sponsor or its affiliates or designees, upon five business days advance notice prior to the applicable deadline, must deposit into the Trust Account $143,750 ($0.025 per unit), on or prior to the date of the applicable deadline, for each of the available three month extensions, providing a total possible Business Combination period of 18 months at a total payment value of $287,500 ($0.025 per unit) (the “Extension Loans”). Any such payments would be made in the form of non-interest bearing loans. If the Company completes its initial Business Combination, the Company will, at the option of the Sponsor, repay the Extension Loans out of the proceeds of the Trust Account released to the Company or convert a portion or all of the total loan amount into warrants at a price of $1.00 per warrant, which warrants will be identical to the Private Placement Warrants. If the Company does not complete a Business Combination, the Company will repay such loans only from funds held outside of the Trust Account. Furthermore, the letter agreement with the Initial Stockholders contains a provision pursuant to which the Sponsor agreed to waive its right to be repaid for such loans to the extent there is insufficient funds held outside of the Trust Account in the event that the Company does not complete a Business Combination. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete the initial Business Combination. The Public Stockholders will not be afforded an opportunity to vote on the extension of time to consummate an initial Business Combination from 12 months to 18 months described above or redeem their shares in connection with such extensions. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the 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. The Initial Stockholders agreed to waive their 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 Combination Period. However, if the Initial Stockholders acquire 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 Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.10. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for 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 entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of March 31, 2021, the Company had cash of approximately $305,000, and a working capital of approximately $328,000 (not taking into account tax obligations of approximately $42,000 that may be paid using investment income earned in Trust Account). The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 4), and loan proceeds from the Sponsor of $42,125 under the Note (Note 4). The Company repaid $1,615 of the outstanding Note balance on December 31, 2020 and repaid the remaining amount of $40,510 in full on January 26, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans (as defined in Note 4) as may be required. Going Concern Consideration As of March 31, 2021, the Company had cash of approximately $305,000, and a working capital of approximately $328,000 (not taking into account tax obligations of approximately $42,000 that may be paid using investment income earned in Trust Account of approximately $1,000). Through March 31, 2021, the Company’s liquidity needs have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares (Note 4) to the Sponsor, and loan proceeds from the Sponsor of $42,125 under the Note. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans (Note 4). In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 22, 2022. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic on the industry 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 unaudited condensed financial statement. The unaudited condensed financial statement does not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the balances and results for the period presented. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 29, 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 an emerging growth 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 an 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 unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that 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 unaudited 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 unaudited condensed 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 unaudited condensed 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. 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 limit of $250,000. As of March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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 had no cash equivalents as of March 31, 2021 and December 31, 2020. Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in investment income on Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2021 and December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, accrued expenses to related party, franchise tax payable and note payable to related party approximate their fair values due to the short-term nature of the instruments. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 5,750,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 2,800,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering. For the three months ended March 31, 2021, of the total offering costs of the Initial Public Offering, approximately $213,000 is included in financing cost - derivative warrant liabilities in the unaudited condensed statement of operations and approximately $3.5 million is included in the unaudited condensed statement of changes in stockholders’ equity. 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 ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A 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, Class A common stock is classified as stockholders’ equity. The Company’s Class A 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, as of March 31, 2021, 4,660,806 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed balance sheet. Net Loss Per Share of Common Stock Net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 8,550,000 shares of the Company’s Class A common stock in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s unaudited condensed statement of operations includes a presentation of loss per share for common stock subject to redemption in a manner similar to the two-class method of loss per share. Net loss per share of common stock, basic and diluted for shares of Class A common stock are calculated by dividing the income on investments held in the Trust Account, net of applicable taxes and working capital amounts available to be withdrawn from the Trust Account, which was the income of approximately $0 for the three months ended March 31, 2021, by the weighted average number of Class A common stock outstanding for the period. Net loss per share of common stock, basic and diluted for shares of Class A and Class B common stock is calculated by dividing the net loss of approximately $157,000, less loss attributable to Class A common stock by the weighted average number of Class A and Class B common stock outstanding for the period. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “ Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering On January 22, 2021, the Company consummated its Initial Public Offering of 5,750,000 Units, including 750,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $57.5 million, and incurring offering costs of approximately $4.2 million, of which approximately $2.0 million was for deferred underwriting commissions. Each Unit consists of one share of Class A common stock and one redeemable warrant (each, a “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). |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On October 15, 2020, the Sponsor purchased 1,437,500 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), for an aggregate price of $25,000. In October 2020, the Sponsor transferred 25,000 Founder Shares to each of Messrs. Reavey, Pavell, Zippin and Agrawal and 180,000 Founder Shares to certain other Initial Stockholders. The per share purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of Founder Shares issued. The Initial Stockholders agreed to forfeit up to 187,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the Representative’s Shares, as defined in Note 5). The underwriter exercised its over-allotment option in full on January 22, 2021; thus, these 187,500 Founder Shares are no longer subject to forfeiture. The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell (i) with respect to 50% of founder shares, for a period ending on the six-month anniversary of the date of the consummation of the initial Business Combination and (ii) with respect to the remaining 50% of such shares, for a period ending on the one-year anniversary of the date of the consummation of the initial Business Combination, or earlier, in either case, if, subsequent to the initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 2,800,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $2.8 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was 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 Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On September 30, 2020, Robb Knie, CEO, agreed to loan the Company an aggregate of up to $150,000 pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed $42,125 under the Note. The Company repaid $1,615 of the outstanding Note balance on December 31, 2020 and repaid the remaining amount of $40,510 in full on January 26, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans. As discussed in Note 1, the Company may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of 18 months to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $143,750 ($0.025 per unit), on or prior to the date of the applicable deadline, for each of the available three month extensions, providing a total possible Business Combination period of 18 months at a total payment value of $287,500 ($0.025 per unit). Any such payments would be made in the form of a non-interest bearing, unsecured promissory note. Such notes would either be paid upon consummation of a Business Combination, or, at the relevant insiders’ discretion, converted upon consummation of a Business Combination into additional Private Placement Warrants at a price of $1.00 per Private Placement Warrant. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete a Business Combination. Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on Nasdaq through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative services. Administrative expenses were included within general and administrative expenses - related party in the unaudited condensed statement of operations. For the three months ended March 31, 2021, the Company incurred $30,000 in administrative expenses. As of March 31, 2021, the full amount was accrued on the unaudited condensed balance sheet. The Company’s officers or directors will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers, directors or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on the Company’s behalf. |
Commitments & Contingencies
Commitments & Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5—Commitments & Contingencies Registration and Stockholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans or Extension Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 750,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriter exercised its over-allotment option in full on January 22, 2021. The underwriters were entitled to an underwriting discount of $0.20 per Unit, or approximately $1.2 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Unit, or approximately $2.0 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The Company issued Kingswood Capital Markets, division of Benchmark Investments, Inc. (“Kingswood”), the Representative of the underwriters (the “Representative”), and/or its designees, 50,000 shares of Class A common stock (the “Representative’s Shares”) upon the consummation of the Initial Public Offering. Kingswood agreed not to transfer, assign or sell any such shares until the completion of the initial Business Combination. In addition, Kingswood agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the Combination Period. The Company recorded the fair value of the 50,000 Representative Shares, $500,000, charged as an offering costs to stockholders’ equity. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry 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 unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Derivative Warrant Liabilities | Note 6 — Derivative Warrant Liabilities As of March 31, 2021, the Company has 5,750,000 and 2,800,000 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of the Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants is not effective by the 60 th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon 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 non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its 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. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last sale price of Class A 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 ending on the third day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Note 7—Stockholders’ Equity Preferred Stock Class A Common Stock Class B Common Stock Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, except as required by law. Each share of common stock will have one vote on all such matters. However, the holders of the Founder Shares have the right to elect all of the Company’s directors prior to the initial Business Combination. The Class B common stock will automatically convert into Class A common stock at the closing of the initial business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares 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, plus the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans or Extension Loans; provided that such conversion of Founder Shares will never occur on a less than one for one basis. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8—Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value. March 31, 2021 Quoted Significant Significant Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account $ 58,076,050 $ - $ - Liabilities: Derivative warrant liabilities – Public Warrants $ 2,875,000 $ - $ - Derivative warrant liabilities – Private Placement Warrants $ - $ - $ 1,400,000 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in February 2021, when the Public Warrants were separately listed and traded. Level 3 instruments are comprised of derivative warrant liabilities measured at fair value using a Monte Carlo simulation model. The estimated fair value of the Private Placement Warrants and the Public Warrants is determined using Level 3 inputs. Inherent in a Monte Carlo simulation model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of January 22, 2021 As of March 31, 2021 Option term (in years) 6.50 6.31 Volatility 11.80 % 9.50 % Risk-free interest rate 0.69 % 1.23 % Expected dividends 0.00 % 0.00 % Probability of successful initial business combination 88.3 % 88.3 % The transfer of the Public Warrants from Level 3 to Level 1 is $3,105,000 for the three months ended March 31, 2021. The change in the fair value of the derivative warrant liabilities for the three months ended March 31, 2021 is summarized as follows: Derivative warrant liabilities beginning of the period $ - Issuance of Public and Private Warrants 4,589,000 Change in fair value of derivative warrant liabilities (314,000 ) Derivative warrant liabilities at March 31, 2021 $ 4,275,000 |
Revision to Prior Period Financ
Revision to Prior Period Financial Statements | 3 Months Ended |
Mar. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
Revision to Prior Period Financial Statements | Note 9 — Revision to Prior Period Financial Statements During the course of preparing the quarterly report on Form 10-Q for the three months ended March 31, 2021, the Company identified a misstatement in its misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited balance sheet dated January 22, 2021, filed on Form 8-K on January 28, 2021 (the “Post-IPO Balance Sheet”). On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since their issuance on January 22, 2021, the Company’s warrants have been accounted for as equity within the Company’s previously reported balance sheet. After discussion and evaluation, including with the Company’s independent registered public accounting firm and the Company’s audit committee, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement. The Warrants were reflected as a component of equity in the Post-IPO Balance Sheet as opposed to liabilities on the balance sheet, based on the Company’s application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity The Company concluded that the misstatement was not material to the Post-IPO Balance Sheet and the misstatement had no material impact to any prior interim period. The effect of the revisions to the Post-IPO Balance Sheet is as follows: As of January 22, 2021 As Previously Reported Restatement Adjustment As Restated Balance Sheet Total assets $ 59,154,441 $ - $ 59,154,441 Liabilities, redeemable non-controlling interest and stockholders’ equity Total current liabilities $ 551,227 $ - $ 551,227 Deferred underwriting commissions 2,012,500 - 2,012,500 Derivative warrant liabilities - 4,589,000 4,589,000 Total liabilities 2,563,727 4,589,000 7,152,727 Class A common stock, $0.0001 par value; shares subject to possible redemption 51,590,709 (4,588,995 ) 47,001,714 Stockholders’ equity Preference shares - $0.0001 par value - - - Class A common stock - $0.0001 par value 69 46 115 Class B common stock - $0.0001 par value 144 - 144 Additional paid-in-capital 5,023,359 212,444 5,235,803 Accumulated deficit (23,567 ) (212,494 ) (236,061 ) Total stockholders’ equity 5,000,005 (4 ) 5,000,001 Total liabilities and stockholders’ equity $ 59,154,441 $ 1 $ 59,154,442 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were available to be issued. Based upon this review, the Company determined that there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the balances and results for the period presented. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 29, 2021. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 an emerging growth 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 an 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 unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that 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 unaudited 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 unaudited condensed 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 unaudited condensed 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. |
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 limit of $250,000. As of March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2021 and December 31, 2020. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in investment income on Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2021 and December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, accrued expenses to related party, franchise tax payable and note payable to related party approximate their fair values due to the short-term nature of the instruments. |
Derivative Warrant Liabilities | Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 5,750,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 2,800,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering. For the three months ended March 31, 2021, of the total offering costs of the Initial Public Offering, approximately $213,000 is included in financing cost - derivative warrant liabilities in the unaudited condensed statement of operations and approximately $3.5 million is included in the unaudited condensed statement of changes in stockholders’ equity. |
Class A Common Stock Subject to Possible Redemption | 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 ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A 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, Class A common stock is classified as stockholders’ equity. The Company’s Class A 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, as of March 31, 2021, 4,660,806 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed balance sheet. |
Net Loss Per Share of Common Stock | Net Loss Per Share of Common Stock Net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 8,550,000 shares of the Company’s Class A common stock in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s unaudited condensed statement of operations includes a presentation of loss per share for common stock subject to redemption in a manner similar to the two-class method of loss per share. Net loss per share of common stock, basic and diluted for shares of Class A common stock are calculated by dividing the income on investments held in the Trust Account, net of applicable taxes and working capital amounts available to be withdrawn from the Trust Account, which was the income of approximately $0 for the three months ended March 31, 2021, by the weighted average number of Class A common stock outstanding for the period. Net loss per share of common stock, basic and diluted for shares of Class A and Class B common stock is calculated by dividing the net loss of approximately $157,000, less loss attributable to Class A common stock by the weighted average number of Class A and Class B common stock outstanding for the period. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “ Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurement of Financial Assets and Liabilities | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value. March 31, 2021 Quoted Significant Significant Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account $ 58,076,050 $ - $ - Liabilities: Derivative warrant liabilities – Public Warrants $ 2,875,000 $ - $ - Derivative warrant liabilities – Private Placement Warrants $ - $ - $ 1,400,000 |
Schedule of Fair Value Input Measurements | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of January 22, 2021 As of March 31, 2021 Option term (in years) 6.50 6.31 Volatility 11.80 % 9.50 % Risk-free interest rate 0.69 % 1.23 % Expected dividends 0.00 % 0.00 % Probability of successful initial business combination 88.3 % 88.3 % |
Schedule of Changes in Derivative Warrant Liabilities | The change in the fair value of the derivative warrant liabilities for the three months ended March 31, 2021 is summarized as follows: Derivative warrant liabilities beginning of the period $ - Issuance of Public and Private Warrants 4,589,000 Change in fair value of derivative warrant liabilities (314,000 ) Derivative warrant liabilities at March 31, 2021 $ 4,275,000 |
Revision to Prior Period Fina_2
Revision to Prior Period Financial Statements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
Schedule of Revisions to Post Initial Public Offering Balance Sheet | The effect of the revisions to the Post-IPO Balance Sheet is as follows: As of January 22, 2021 As Previously Reported Restatement Adjustment As Restated Balance Sheet Total assets $ 59,154,441 $ - $ 59,154,441 Liabilities, redeemable non-controlling interest and stockholders’ equity Total current liabilities $ 551,227 $ - $ 551,227 Deferred underwriting commissions 2,012,500 - 2,012,500 Derivative warrant liabilities - 4,589,000 4,589,000 Total liabilities 2,563,727 4,589,000 7,152,727 Class A common stock, $0.0001 par value; shares subject to possible redemption 51,590,709 (4,588,995 ) 47,001,714 Stockholders’ equity Preference shares - $0.0001 par value - - - Class A common stock - $0.0001 par value 69 46 115 Class B common stock - $0.0001 par value 144 - 144 Additional paid-in-capital 5,023,359 212,444 5,235,803 Accumulated deficit (23,567 ) (212,494 ) (236,061 ) Total stockholders’ equity 5,000,005 (4 ) 5,000,001 Total liabilities and stockholders’ equity $ 59,154,441 $ 1 $ 59,154,442 |
Description of Organization a_2
Description of Organization and Business Operations (Details Narrative) - USD ($) | Jan. 26, 2021 | Jan. 22, 2021 | Oct. 15, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Proceeds from offering | $ 57,500,000 | ||||
Warrants exercise price | $ 11.50 | ||||
Aggregate fair market value description | The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable) at the time of the agreement to enter into the initial 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 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. | ||||
Publich shares price description | In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.10. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for 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 entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a "Target"), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply to any claims under the Company's indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). | ||||
Cash | $ 305,191 | $ 2,966 | |||
Working capital deficit | 328,000 | ||||
Investment income earned in trust account | 42,000 | ||||
Minimum [Member] | |||||
Net tangible assets | $ 5,000,001 | ||||
Maximum [Member] | |||||
Dissolution expenses | $ 50,000 | ||||
Initial Public Offering [Member] | |||||
Shares issued during the period | 5,750,000 | ||||
Price per share | $ 10 | ||||
Proceeds from offering | $ 57,500,000 | 5,750,000 | |||
Offering costs | 4,200,000 | ||||
Deferred underwriting commissions | $ 2,000,000 | ||||
Payments for initial public offering | 25,000 | ||||
Proceeds from loan | 42,125 | ||||
Repayment of note | $ 40,510 | 1,615 | |||
Over-Allotment Units [Member] | |||||
Shares issued during the period | 750,000 | ||||
Price per share | $ 10 | ||||
Proceeds from warrants | $ 2,800,000 | ||||
Over-Allotment Units [Member] | Trust Agreement [Member] | Continental Stock Transfer & Trust Company [Member] | |||||
Price per share | $ 0.025 | ||||
Deposit into trust account | $ 143,750 | ||||
Possible business combination, value | $ 287,500 | ||||
Proposed Public Offering [Member] | |||||
Offering costs | $ 4,200,000 | ||||
Deferred underwriting commissions | $ 2,000,000 | ||||
Private Placement [Member] | |||||
Warrants outstanding | 2,800,000 | ||||
Warrants exercise price | $ 1 | ||||
Proceeds from warrants | $ 2,800,000 | ||||
Private Placement Warrant [Member] | |||||
Price per share | $ 10.10 | $ 1 | $ 1 | ||
Proceeds from offering | $ 58,100,000 | ||||
Class A Common Stock [Member] | |||||
Price per share | $ 9.20 | ||||
Class A Common Stock [Member] | Initial Public Offering [Member] | |||||
Shares issued during the period | 5,750,000 | ||||
Proceeds from offering | $ 213,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Jan. 22, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Federal depository insurance coverage limit | $ 250,000 | ||
Cash equivalents | |||
Proceeds from issuance of public offering | 57,500,000 | ||
Proceeds from issuance of private placement | 2,800,000 | ||
Net loss | (157,269) | ||
Deferred tax assets | $ 54,000 | ||
Class A Common Stock [Member] | |||
Redemption value in temporary equity | 4,660,806 | ||
Net loss | $ 157,000 | ||
Class B Common Stock [Member] | |||
Net loss | $ 157,000 | ||
Initial Public Offering [Member] | |||
Warrants issued | 5,750,000 | ||
Offering cost | $ 213,000 | ||
Shares issued during the period | 5,750,000 | ||
Proceeds from issuance of public offering | $ 57,500,000 | 5,750,000 | |
Financing cost - derivative liabilities | 3,500,000 | ||
Initial Public Offering [Member] | Class A Common Stock [Member] | |||
Shares issued during the period | 5,750,000 | ||
Proceeds from issuance of public offering | $ 213,000 | ||
Private Placement [Member] | |||
Warrants issued | 2,800,000 | ||
Proceeds from issuance of private placement | $ 2,800,000 | ||
Private Placement [Member] | Class A Common Stock [Member] | |||
Anti-dilutive securities | 8,550,000 | ||
Warrant [Member] | Class A Common Stock [Member] | |||
Financing cost - derivative liabilities | $ 3,500,000 |
Initial Public Offering (Detail
Initial Public Offering (Details Narrative) - USD ($) | Jan. 22, 2021 | Mar. 31, 2021 |
Proceeds from offering | $ 57,500,000 | |
Class A Common Stock [Member] | ||
Price per share | $ 9.20 | |
Initial Public Offering [Member] | ||
Shares issued during the period | 5,750,000 | |
Price per share | $ 10 | |
Proceeds from offering | $ 57,500,000 | $ 5,750,000 |
Offering costs | 4,200,000 | |
Deferred underwriting commissions | $ 2,000,000 | |
Initial Public Offering [Member] | Class A Common Stock [Member] | ||
Shares issued during the period | 5,750,000 | |
Proceeds from offering | $ 213,000 | |
Over-Allotment Units [Member] | ||
Shares issued during the period | 750,000 | |
Price per share | $ 10 | |
Public Warrant [Member] | Class A Common Stock [Member] | ||
Price per share | $ 11.50 | $ 11.50 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jan. 26, 2021 | Jan. 22, 2021 | Oct. 31, 2020 | Oct. 15, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Issuance of Class B common stock to Sponsor | $ 25,000 | $ 54,395,000 | |||||
Founder shares, description | The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell (i) with respect to 50% of founder shares, for a period ending on the six-month anniversary of the date of the consummation of the initial Business Combination and (ii) with respect to the remaining 50% of such shares, for a period ending on the one-year anniversary of the date of the consummation of the initial Business Combination, or earlier, in either case, if, subsequent to the initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. | ||||||
Deposit to trust account | $ 143,750 | ||||||
Business combination total payment value | $ 287,500 | ||||||
Public price per share | $ 0.025 | ||||||
Additional warrant price per share | $ 1 | ||||||
Payment for office space, utilities and secretarial and administrative services | $ 10,000 | ||||||
General administrative expenses -related party | 30,000 | ||||||
Working Capital Loans [Member] | |||||||
Debt instrument face amount | |||||||
Working capital loans | $ 1,500,000 | 1,500,000 | |||||
Over-Allotment Units [Member] | |||||||
Shares issued during the period | 750,000 | ||||||
Sale of warrants during the period | 2,800,000 | ||||||
Price per share | $ 10 | ||||||
Proceeds from exercise of warrants | $ 2,800,000 | ||||||
Over-Allotment Units [Member] | Underwriters [Member] | |||||||
Shares issued during the period | 187,500 | ||||||
Over allotments description | The Initial Stockholders agreed to forfeit up to 187,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company's issued and outstanding shares after the Initial Public Offering (excluding the Representative's Shares, as defined in Note 5). | ||||||
Private Placement Warrant [Member] | |||||||
Price per share | 10.10 | $ 1 | $ 1 | ||||
Robb Knie [Member] | Note [Member] | |||||||
Debt instrument face amount | 42,125 | $ 150,000 | |||||
Repayment of debt | $ 40,510 | $ 1,615 | |||||
Class B Common Stock [Member] | |||||||
Common stock, par value | 0.0001 | $ 0.0001 | 0.0001 | $ 0.0001 | |||
Class A Common Stock [Member] | |||||||
Common stock, par value | 0.0001 | 0.0001 | $ 0.0001 | ||||
Price per share | 9.20 | ||||||
Class A Common Stock [Member] | Public Warrant [Member] | |||||||
Price per share | $ 11.50 | $ 11.50 | |||||
Founder Shares [Member] | |||||||
Shares issued during the period | 1,437,500 | ||||||
Founder Shares [Member] | Messrs. Reavey [Member] | |||||||
Shares issued during the period | 25,000 | ||||||
Founder Shares [Member] | Messrs. Pavell [Member] | |||||||
Shares issued during the period | 25,000 | ||||||
Founder Shares [Member] | Messrs. Zippin [Member] | |||||||
Shares issued during the period | 25,000 | ||||||
Founder Shares [Member] | Messrs. Agrawal [Member] | |||||||
Shares issued during the period | 25,000 | ||||||
Founder Shares [Member] | Other Initial Stockholders [Member] | |||||||
Shares issued during the period | 180,000 |
Commitments & Contingencies (De
Commitments & Contingencies (Details Narrative) - USD ($) | Jan. 22, 2021 | Oct. 15, 2020 | Mar. 31, 2021 |
Shares issued during the period. value | $ 25,000 | $ 54,395,000 | |
Underwriting Agreement [Member] | |||
Underwriting discount, per unit | $ 0.20 | ||
Underwriting discount, amount | $ 1,200,000 | ||
Deferred fee, per unit | $ 0.35 | ||
Deferred fee, amount | $ 2,000,000 | ||
Underwriting Agreement [Member] | Kingswood-Representative [Member] | |||
Shares issued during the period, shares | 50,000 | ||
Proposed Public Offering [Member] | |||
Underwriting agreement, description | The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 750,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriter exercised its over-allotment option in full on January 22, 2021. | ||
Initial Public Offering [Member] | |||
Shares issued during the period, shares | 5,750,000 | ||
Initial Public Offering [Member] | Underwriting Agreement [Member] | |||
Shares issued during the period. value | $ 500,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Jan. 22, 2021 | Oct. 15, 2020 | |
Warrants exercise price | $ 11.50 | ||
Private placement warrants, description | In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the "Newly Issued Price"), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the "Market Value") is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days" prior written notice of redemption; and if, and only if, the last sale price of Class A 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 ending on the third day prior to the date on which the Company sends the notice of redemption to the warrant holders. | ||
Class A Common Stock [Member] | |||
Issuance of price per share | $ 9.20 | ||
Public Warrant [Member] | |||
Warrants, outstanding | $ 5,750,000 | ||
Public Warrant [Member] | Class A Common Stock [Member] | |||
Issuance of price per share | $ 11.50 | $ 11.50 | |
Private Placement Warrant [Member] | |||
Warrants, outstanding | $ 2,800,000 | ||
Issuance of price per share | $ 1 | $ 10.10 | $ 1 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - $ / shares | Jan. 22, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Oct. 15, 2020 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, shares issued | ||||
Preferred stock, shares outstanding | ||||
Class A Common Stock [Member] | ||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | ||
Common stock, par value | 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 1,139,194 | |||
Common stock, shares outstanding | 1,139,194 | |||
Common stock share redemption | 4,660,806 | |||
Class A Common Stock [Member] | Subject to Possible Redemption [Member] | ||||
Common stock share redemption | 0 | |||
Class B Common Stock [Member] | ||||
Common stock, shares authorized | 2,000,000 | 2,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 1,437,500 | 1,437,500 | ||
Common stock, shares outstanding | 1,437,500 | 1,437,500 | ||
Number of stock options forfeiture, during period | 187,500 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) | Mar. 31, 2021USD ($) |
Public Warrants [Member] | |
Warrants outstanding | $ 3,105,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Measurement of Financial Assets and Liabilities (Details) | Mar. 31, 2021USD ($) |
Fair Value Inputs Level1 [Member] | |
Investments held in trust account | $ 58,076,050 |
Fair Value Inputs Level1 [Member] | Private Placement Warrant [Member] | |
Derivative warrant liabilities | |
Fair Value Inputs Level1 [Member] | Public Warrants [Member] | |
Derivative warrant liabilities | 2,875,000 |
Fair Value Inputs Level2 [Member] | |
Investments held in trust account | |
Fair Value Inputs Level2 [Member] | Private Placement Warrant [Member] | |
Derivative warrant liabilities | |
Fair Value Inputs Level2 [Member] | Public Warrants [Member] | |
Derivative warrant liabilities | |
Fair Value Inputs Level 3 [Member] | |
Investments held in trust account | |
Fair Value Inputs Level 3 [Member] | Private Placement Warrant [Member] | |
Derivative warrant liabilities | 1,400,000 |
Fair Value Inputs Level 3 [Member] | Public Warrants [Member] | |
Derivative warrant liabilities |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Value Input Measurements (Details) | Jan. 22, 2021 | Mar. 31, 2021 |
Measurement Input Expected Term [Member] | ||
Fair value liabilities, measurement input, term | 6 years 6 months | 6 years 3 months 22 days |
Measurement Input Price Volatility [Member] | ||
Fair value liabilities, measurement input, percentage | 11.80 | 9.50 |
Measurement Input Risk Free Interest Rate [Member] | ||
Fair value liabilities, measurement input, percentage | 0.69 | 1.23 |
Expected Dividend Rate [Member] | ||
Fair value liabilities, measurement input, percentage | 0 | 0 |
Measurement Input Probability Of Completing Business Combination [Member] | ||
Fair value liabilities, measurement input, percentage | 88.3 | 88.3 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Changes in Derivative Warrant Liabilities (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Derivative warrant liabilities beginning of the period | |
Issuance of Public and Private Warrants | 4,589,000 |
Change in fair value of derivative warrant liabilities | (314,000) |
Derivative warrant liabilities at March 31, 2021 | $ 4,275,000 |
Revision to Prior Period Fina_3
Revision to Prior Period Financial Statements - Schedule of Misstatement Post Initial Public Offering Balance Sheet (Details) - USD ($) | Mar. 31, 2021 | Jan. 22, 2021 | Dec. 31, 2020 | ||
Total assets | $ 58,842,230 | $ 59,154,441 | $ 153,142 | ||
Total current liabilities | 480,581 | 551,227 | 134,499 | ||
Deferred underwriting commissions | 2,012,500 | 2,012,500 | |||
Derivative warrant liabilities | 4,275,000 | 4,589,000 | |||
Total liabilities | 6,768,081 | 7,152,727 | 134,499 | ||
Class A common stock, $0.0001 par value; shares subject to possible redemption | 47,074,141 | 47,001,714 | |||
Preference shares - $0.0001 par value | |||||
Common stock value | |||||
Additional paid-in-capital | 5,163,376 | 5,235,803 | 24,856 | ||
Accumulated deficit | (163,626) | (236,061) | (6,357) | ||
Total stockholders' equity | 5,000,008 | 5,000,001 | 18,643 | ||
Total liabilities and stockholders' equity | 58,842,230 | 59,154,442 | 153,142 | ||
Class A Common Stock [Member] | |||||
Common stock value | 114 | 115 | |||
Class B Common Stock [Member] | |||||
Common stock value | $ 144 | [1] | 144 | $ 144 | [1] |
As Previously Reported [Member] | |||||
Total assets | 59,154,441 | ||||
Total current liabilities | 551,227 | ||||
Deferred underwriting commissions | 2,012,500 | ||||
Derivative warrant liabilities | |||||
Total liabilities | 2,563,727 | ||||
Class A common stock, $0.0001 par value; shares subject to possible redemption | 51,590,709 | ||||
Preference shares - $0.0001 par value | |||||
Additional paid-in-capital | 5,023,359 | ||||
Accumulated deficit | (23,567) | ||||
Total stockholders' equity | 5,000,005 | ||||
Total liabilities and stockholders' equity | 59,154,441 | ||||
As Previously Reported [Member] | Class A Common Stock [Member] | |||||
Common stock value | 69 | ||||
As Previously Reported [Member] | Class B Common Stock [Member] | |||||
Common stock value | 144 | ||||
Restatement Adjustment [Member] | |||||
Total assets | |||||
Total current liabilities | |||||
Deferred underwriting commissions | |||||
Derivative warrant liabilities | 4,589,000 | ||||
Total liabilities | 4,589,000 | ||||
Class A common stock, $0.0001 par value; shares subject to possible redemption | (4,588,995) | ||||
Preference shares - $0.0001 par value | |||||
Additional paid-in-capital | 212,444 | ||||
Accumulated deficit | (212,494) | ||||
Total stockholders' equity | (4) | ||||
Total liabilities and stockholders' equity | 1 | ||||
Restatement Adjustment [Member] | Class A Common Stock [Member] | |||||
Common stock value | 46 | ||||
Restatement Adjustment [Member] | Class B Common Stock [Member] | |||||
Common stock value | |||||
[1] | This number includes up to 187,500 Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter. The underwriter exercised its over-allotment option in full on January 22, 2021; thus, these 187,500 shares are no longer subject to forfeiture (see Note 7). |
Revision to Prior Period Fina_4
Revision to Prior Period Financial Statements - Schedule of Misstatement Post Initial Public Offering Balance Sheet (Details) (Parenthetical) - $ / shares | Mar. 31, 2021 | Jan. 22, 2021 | Dec. 31, 2020 | Oct. 15, 2020 |
Common stock, par value | $ 0.0001 | |||
Preferred stock, par value | $ 0.0001 | 0.0001 | $ 0.0001 | |
Class A Common Stock [Member] | ||||
Common stock, par value | 0.0001 | 0.0001 | ||
Common stock, par value | 0.0001 | 0.0001 | 0.0001 | |
Class B Common Stock [Member] | ||||
Common stock, par value | $ 0.0001 | 0.0001 | $ 0.0001 | $ 0.0001 |
As Previously Reported [Member] | ||||
Common stock, par value | 0.0001 | |||
Preferred stock, par value | 0.0001 | |||
As Previously Reported [Member] | Class A Common Stock [Member] | ||||
Common stock, par value | 0.0001 | |||
As Previously Reported [Member] | Class B Common Stock [Member] | ||||
Common stock, par value | 0.0001 | |||
Restatement Adjustment [Member] | ||||
Common stock, par value | 0.0001 | |||
Preferred stock, par value | 0.0001 | |||
Restatement Adjustment [Member] | Class A Common Stock [Member] | ||||
Common stock, par value | 0.0001 | |||
Restatement Adjustment [Member] | Class B Common Stock [Member] | ||||
Common stock, par value | $ 0.0001 |