☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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85-2646550
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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292 Newbury Street
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Suite 293
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Boston, MA
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02115
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant
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LFTRU
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The Nasdaq Stock Market LLC
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Redeemable common stock included as part of the units
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LFTR
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The Nasdaq Stock Market LLC
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Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
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LFTRW
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The Nasdaq Stock Market LLC
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☐ Yes ☒ No |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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☐ Yes ☒ No |
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
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☒ Yes ☐ No |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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☐ Yes ☒ No |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit such files).
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Large accelerated filer
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Accelerated filer
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Non‑accelerated filer
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Smaller reporting company
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Emerging growth company
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☐
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☐
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☒
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☒
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☒
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☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act.
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☐ Yes ☒ No |
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15
U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
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☒ Yes ☐ No |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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2
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Item 1A.
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13
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Item 1B.
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43
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Item 2.
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43
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Item 3.
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43
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Item 4.
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43
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44
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Item 5.
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44
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Item 6.
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44
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Item 7.
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44
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Item 7a.
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47
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Item 8.
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47
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Item 9.
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47
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Item 9A.
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47
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Item 9B.
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48
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48
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Item 10.
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48
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Item 11.
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53
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Item 12.
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54
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Item 13.
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55
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Item 14.
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57
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58
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Item 15.
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58
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Item 16.
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59
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• |
our ability to select an appropriate target business or businesses;
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• |
our ability to complete our initial business combination, particularly given competition from other blank check companies and financial and strategic buyers;
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• |
our expectations around the performance of the prospective target business or businesses including competitive prospects of the business following our initial business combination;
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• |
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;
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• |
our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense
reimbursements;
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• |
our potential ability to obtain additional financing to complete our initial business combination;
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• |
our pool of prospective target businesses;
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• |
our ability to consummate an initial business combination amidst the uncertainty resulting from the ongoing COVID-19 pandemic, and the effects of the ongoing pandemic on the financial technology sector, the economy and any business or
businesses with which we consummate our initial business combination;
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• |
the ability of our officers and directors to generate a number of potential acquisition opportunities;
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• |
our public securities’ liquidity and trading;
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• |
the lack of a market for our securities;
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• |
the use of funds not held in the trust account or available to us from interest income on the trust account balance;
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• |
the trust account not being subject to claims of third parties;
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• |
our financial performance; or
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• |
the impacts of COVID-19.
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Item 1. |
Business
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• |
Artificial intelligence and machine learning
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• |
Digital wealth management
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• |
Business process automation
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• |
Application programing interfaces
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• |
Cloud computing
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Digital assets and distributed ledger technologies
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• |
Big data
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• |
Is fundamentally sound and can unlock and enhance stockholder value through a combination with us, thereby offering attractive risk-adjusted returns for our stockholders;
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• |
Is at an inflection point, such as requiring additional management expertise, and able to accelerate growth and financial performance through differentiated business models and the addition of our operational, financial, transactional
and legal expertise and networks;
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• |
Is in need of a flexible, creative or opportunistic structure where we can deliver additional value;
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• |
Has a strong, experienced management team, or provides a platform to assemble an effective management team with a track record of driving growth and profitability;
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• |
Can benefit from being a publicly traded company, with access to broader capital markets, to achieve the business’ growth strategy;
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Is poised to grow both organically through the application of technology, as well as inorganically, through bolt-on or transformational acquisitions;
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Has a leading or niche market position and demonstrates advantages when compared to competitors, which may help to create barriers to entry against new competitors; and
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Exhibits unrecognized value or other characteristics that we believe can be enhanced based on our analysis and due diligence review.
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Partnership with our management team members who have extensive and proven experience in operating, leading, advising and investing in market-leading financial services and FinTech companies;
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• |
Access to our deep and broad networks, insights and operational, financial, transactional, and legal and regulatory expertise;
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• |
Increased company profile and improved credibility with investors, customers, suppliers and other key stakeholders;
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• |
Higher level of engagement with core, relevant, fundamental investors as anchor stockholder than what a traditional IPO book-building process offers;
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• |
Lower risk and expedited path to a public listing with flexible structuring;
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• |
Infusion of cash and ongoing access to public capital markets;
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• |
Listed public currency for future acquisitions and growth;
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• |
Ability for management team to retain control and focus on growing the business; and
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• |
Opportunity to motivate and retain employees using stock-based compensation.
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• |
conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and
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• |
file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the
redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
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• |
conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and
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file proxy materials with the SEC.
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Item 1A. |
Risk Factors.
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• |
restrictions on the nature of our investments; and
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• |
restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.
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• |
registration as an investment company;
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• |
adoption of a specific form of corporate structure; and
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• |
reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.
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• |
solely dependent upon the performance of a single business, property or asset, or
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• |
dependent upon the development or market acceptance of a single or limited number of products, processes or services.
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(i) |
we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than
$9.20 per share;
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(ii) |
the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the
consummation of our initial business combination (net of redemptions), and
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(iii) |
the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share
redemption trigger prices will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to
be equal to the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with a target business.
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• |
higher costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements of overseas markets;
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• |
rules and regulations regarding currency redemption;
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• |
complex corporate withholding taxes on individuals;
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• |
laws governing the manner in which future business combinations may be effected;
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• |
tariffs and trade barriers;
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• |
regulations related to customs and import/export matters;
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• |
longer payment cycles and challenges in collecting accounts receivable;
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• |
tax issues, including but not limited to tax law changes and variations in tax laws as compared to the United States;
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• |
currency fluctuations and exchange controls;
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• |
rates of inflation;
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• |
cultural and language differences;
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• |
employment regulations;
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• |
data privacy;
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• |
changes in industry, regulatory or environmental standards within the jurisdictions where we operate;
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• |
public health or safety concerns and governmental restrictions, including those caused by outbreaks of pandemic disease such as the COVID-19 pandemic;
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• |
crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars;
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• |
deterioration of political relations with the United States; and
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• |
government appropriations of assets.
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• |
a limited availability of market quotations for our securities;
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• |
reduced liquidity for our securities;
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• |
a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary
trading market for our securities;
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• |
a limited amount of news and analyst coverage; and
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• |
a decreased ability to issue additional securities or obtain additional financing in the future.
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• |
default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
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• |
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or
reserves without a waiver or renegotiation of that covenant;
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• |
our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
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• |
our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
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• |
our inability to pay dividends on our common stock;
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• |
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make
capital expenditures and acquisitions, and fund other general corporate purposes;
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• |
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
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• |
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;
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• |
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and
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• |
other disadvantages compared to our competitors who have less debt.
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• |
we have a board that includes a majority of ‘independent directors,’ as defined under the rules of Nasdaq;
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• |
we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and
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• |
to the extent we have one, we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and
responsibilities.
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• |
may significantly dilute the equity interest of investors in the initial public offering;
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• |
may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock;
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• |
could cause a change of control if a substantial number of shares of our common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could
result in the resignation or removal of our present officers and directors; and
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• |
may adversely affect prevailing market prices for our units, Class A common stock and/or warrants.
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• |
If the company or business we acquire provides products or services which relate to the facilitation of financial transactions, such as funds or securities settlement system, and such product or service fails or
is compromised, we may be subject to claims from both the firms to whom we provide our products and services and the clients they serve;
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• |
If we are unable to keep pace with evolving technology and changes in the financial services industry, our revenues and future prospects may decline;
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• |
Our ability to provide financial technology products and services to customers may be reduced or eliminated by regulatory changes;
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• |
Any business or company we acquire could be vulnerable to cyberattack or theft of individual identities or personal data;
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• |
Difficulties with any products or services we provide could damage our reputation and business;
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• |
A failure to comply with privacy regulations could adversely affect relations with customers and have a negative impact on business;
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• |
We may not be able to protect our intellectual property and we may be subject to infringement claims.
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Item 1B. |
Unresolved Staff Comments
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Item 2. |
Properties
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Item 3. |
Legal Proceedings
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Item 4. |
Mine Safety Disclosures
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Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuers Purchases of Equity Securities
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Item 6. |
Selected Financial Data
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Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 7a. |
Quantitative and Qualitative Disclosures About Market Risk
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Item 8. |
Consolidated Financial Statements and Supplementary Data
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Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A. |
Controls and Procedures
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Item 9B. |
Other Information
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Item 10. |
Directors, Executive Officers, and Corporate Governance
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Name
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Age
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Title
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||
Mark Casady
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60
|
Chairman of the Board of Directors
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Karl Roessner
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53
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Chief Executive Officer and Director
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||
Jon Isaacson
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50
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Chief Financial Officer and Chief Corporate Development Officer
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David Bergers
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53
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General Counsel
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||
Ryan Parker
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46
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Vice Chairman
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Asiff Hirji
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54
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Director
|
||
Charles Roame
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55
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Director
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||
April Rudin
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60
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Director
|
• |
assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) the independent registered public accounting firm’s qualifications and independence and (4) the
performance of our internal audit function and the independent registered public accounting firm;
|
• |
the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us;
|
• |
pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;
|
• |
setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations;
|
• |
setting clear policies for audit partner rotation in compliance with applicable laws and regulations;
|
• |
obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues
raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent
audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s
independence;
|
• |
meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under
“Management’s Discussion and Analysis of Financial Condition and Results of Operations”;
|
• |
reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and
|
• |
reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and
any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards
Board, the SEC or other regulatory authorities.
|
• |
reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and
objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;
|
• |
reviewing and making recommendations on an annual basis to our board of directors with respect to (or approving, if such authority is so delegated by our board of directors) the compensation, if any is paid by us, and any
incentive-compensation and equity-based plans that are subject to board approval of our other officers;
|
• |
reviewing on an annual basis our executive compensation policies and plans;
|
• |
implementing and administering our incentive compensation equity-based remuneration plans;
|
• |
assisting management in complying with our proxy statement and annual report disclosure requirements;
|
• |
approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;
|
• |
if required, producing a report on executive compensation to be included in our annual proxy statement; and
|
• |
reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
|
Item 11. |
Executive Compensation
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Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
• |
each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;
|
• |
each of our officers and directors that beneficially owns shares of our common stock; and
|
• |
all our officers, directors and director nominees as a group.
|
Class A Common Stock
|
Class B Common Stock(2)
|
|||||||||||||||||||
Name of Beneficial
Owner
|
Number of
Shares
Beneficially
Owned
|
Approximate
Percentage of
Class
|
Number of
Shares
Beneficially
Owned
|
Approximate
Percentage of
Class
|
Approximate
Percentage of
Outstanding
Common
Stock
|
|||||||||||||||
Lefteris Holdings LLC (3)
|
-
|
-
|
5,087,473
|
99.0
|
%
|
19.6
|
%
|
|||||||||||||
Mark Casady (3)
|
-
|
-
|
5,087,473
|
99.0
|
%
|
19.6
|
%
|
|||||||||||||
Karl Roessner
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Jon Isaacson
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
David Bergers
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Ryan Parker
|
-
|
-
|
-
|
-
|
||||||||||||||||
Asiff Hirjii (2)
|
-
|
-
|
30,000
|
*
|
*
|
|||||||||||||||
Charles Roame (2)
|
-
|
-
|
30,000
|
*
|
*
|
|||||||||||||||
April Rudin(2)
|
-
|
-
|
30,000
|
*
|
*
|
|||||||||||||||
Linden Advisors Siu Min Wong (1)
|
1,750,000
|
8.5
|
%
|
-
|
-
|
6.8
|
%
|
|||||||||||||
Linden GP Linden Capital (1)
|
1,582,753
|
8.9
|
%
|
-
|
-
|
6.1
|
%
|
|||||||||||||
All officers, directors and director nominees as a group (8 individuals)
|
-
|
-
|
5,117,473
|
100.0
|
%
|
19.8
|
%
|
Item 13. |
Certain Relationships and Related Transactions, and Director Independence
|
• |
Repayment of a loan of up to an aggregate of $250,000 made to us by our sponsor to cover offering related and organizational expenses;
|
• |
Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination;
|
• |
Payment to our Chief Financial Officer of $350,000 per annum for his services prior to the consummation of our initial business combination, subject to the terms of a strategic services agreement that we
will enter into with Mr. Isaacson prior to the consummation of the initial public offering;
|
• |
Payment of $25,000 per annum for a subscription service with Tiburon Strategic Advisors, of which Charles Roame, one of our independent directors, is a managing partner. The subscription entitles us to
participate in weekly research calls and receive written research reports that we believe will be useful in our business combination research; and
|
• |
Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business
combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $2,000,000 of such loans may be convertible into warrants, at a price of $1.50 per warrant at the option
of the lender.
|
Item 14. |
Principal Accountant Fees and Services
|
Item 15. |
Exhibits and Financial Statement Schedules
|
(a) |
The following documents are filed as part of this Form 10-K:
|
(1) |
Financial Statements:
|
Page
|
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
Balance Sheet
|
F-3
|
Statement of Operations
|
F-4
|
Statement of Changes in Stockholders’ Equity
|
F-5
|
Statement of Cash Flows
|
F-6
|
Notes to Financial Statements
|
F-7
|
(2) |
Financial Statement Schedules:
|
(3) |
Exhibits
|
Exhibit
number
|
Description of Exhibit
|
|
Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on October 26, 2020 (File No. 001-39636)
|
||
Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1, filed on October 2, 2020 (File No. 333-249290))
|
||
Warrant Agreement, dated October 20, 2020, between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on October 26, 2020 (File
No. 001-39636)
|
||
Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s amended Form S-1, filed on October 13, 2020 (File No. 333-249290))
|
||
Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s amended Form S-1, filed on October 13, 2020 (File No. 333-249290))
|
||
Description of Registrant’s Securities
|
Warrant Purchase Agreement, dated October 20, 2020, between the Company and Lefteris Holdings LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 26, 2020 (File No. 001-39636))
|
||
Investment Management Trust Account Agreement, dated October 20, 2020, between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K,
filed on October 26, 2020 (File No. 001-39636)
|
||
Registration and Stockholder Right Agreement, dated October 20, 2020, between the Company and certain security holders (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on October 26, 2020
(File No. 001-39636))
|
||
Letter Agreement, dated October 20, 2020, between the Company, Lefteris Holdings LLC, each of the officers and directors of the Company (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on
October 26, 2020 (File No. 001-39636))
|
||
Form of Indemnity Agreement, dated October 20, 2020, between the Company and each of the officers and directors of the Company (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed on October
26, 2020 (File No. 001-39636))
|
||
Code of Business Conduct and Ethics
|
||
Power of Attorney (included on signature page)
|
||
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
||
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
||
101
|
Interactive Data File
|
*
|
Filed herewith.
|
**
|
Furnished herewith
|
Item 16. |
Form 10-K Summary
|
By:
|
/s/ Karl Roessner
|
||
Name: Karl Roessner
|
|||
Title: Chief Executive Officer
|
Signature
|
Title
|
Date
|
||
/s/ Mark Casady
|
Chairman of the Board of Directors
|
March 30, 2021
|
||
Mark Casady
|
||||
/s/ Karl Roessner
|
Chief Executive Officer and Director (Principal Executive Officer)
|
March 30, 2021
|
||
Karl Roessner
|
||||
/s/ Jon Isaacson
|
Chief Financial Officer and Chief Corporate Development Officer (Principal Financial Officer and Principal Accounting Officer)
|
March 30, 2021
|
||
Jon Isaacson
|
||||
/s/ David Bergers
|
General Counsel
|
March 30, 2021
|
||
David Bergers
|
||||
/s/ Ryan Parker
|
Vice Chairman
|
March 30, 2021
|
||
Ryan Parker
|
||||
/s/ April Rudin
|
Director
|
March 30, 2021
|
||
April Rudin
|
||||
/s/ Asiff Hirji
|
Director
|
March 30, 2021
|
||
Asiff Hirji
|
||||
/s/ Charles Roame
|
Director
|
March 30, 2021
|
||
Charles Roame
|
F-2
|
|
Financial Statements:
|
|
F-3
|
|
F-4
|
|
F-5
|
|
F-6
|
|
F-7 to F-18
|
/s/ WithumSmith+Brown, PC
|
Current assets
|
||||
Cash
|
$
|
1,017,569
|
||
Due from Sponsor
|
141,979
|
|||
Prepaid expenses
|
416,800
|
|||
Total Current Assets
|
1,576,348
|
|||
Cash and Investments held in Trust Account
|
207,128,528
|
|||
Total Assets
|
$
|
208,704,876
|
||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||
Current liabilities
|
||||
Accrued expenses
|
$
|
520,828
|
||
Accrued offering costs
|
48,475
|
|||
Advances — related party
|
170,337
|
|||
Total Current Liabilities
|
739,640
|
|||
Deferred underwriting fee payable
|
7,248,463
|
|||
Total Liabilities
|
7,988,103
|
|||
Commitments and contingencies
|
||||
Class A common stock subject to possible redemption, 19,571,677 shares at $10.00 per share redemption value
|
195,716,770
|
|||
Stockholders’ Equity
|
||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
|
—
|
|||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 1,138,217 issued and outstanding (excluding 19,571,667 shares subject to possible
redemption)
|
114
|
|||
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,177,473 shares issued and outstanding
|
518
|
|||
Additional paid-in capital
|
5,740,253
|
|||
Accumulated deficit
|
(740,882
|
)
|
||
Total Stockholders’ Equity
|
5,000,003
|
|||
Total Liabilities and Stockholders’ Equity
|
$
|
208,704,876
|
$
|
770,470
|
|||
Loss from operations
|
(770,470
|
)
|
||
Other income:
|
||||
Interest earned on investments held in Trust Account
|
29,588
|
|||
Net loss
|
$
|
(740,882
|
)
|
|
Weighted average shares outstanding of Class A redeemable common stock
|
20,459,343
|
|||
Basic and diluted income per share, Class A redeemable common stock
|
$
|
—
|
||
Weighted average shares outstanding of Class A and Class B non-redeemable common stock
|
5,059,158
|
|||
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock
|
$
|
(0.15
|
)
|
Class A
Common Stock
|
Class B
Common Stock
|
Additional
Paid-in
|
Accumulated
|
Total
Stockholders’
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Equity
|
||||||||||||||||||||||
Balance – August 20, 2020 (Inception)
|
—
|
$
|
—
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||||||||||
Issuance of Class B common stock to Sponsor
|
—
|
—
|
5,750,000
|
575
|
24,425
|
—
|
25,000
|
|||||||||||||||||||||
Sale of 20,709,894 Units, net of underwriting discounts
|
20,709,894
|
2,071
|
—
|
—
|
195,288,605
|
—
|
195,290,676
|
|||||||||||||||||||||
Sale of 4,094,653 Private Placement Warrants
|
—
|
—
|
—
|
—
|
6,141,979
|
—
|
6,141,979
|
|||||||||||||||||||||
Forfeiture of Founder Shares
|
—
|
—
|
(572,527
|
)
|
(57
|
)
|
57
|
—
|
—
|
|||||||||||||||||||
Common stock subject to possible redemption
|
(19,571,677
|
)
|
(1,957
|
)
|
—
|
—
|
(195,714,813
|
)
|
—
|
(195,716,770
|
)
|
|||||||||||||||||
Net loss
|
—
|
—
|
—
|
—
|
—
|
(740,882
|
)
|
(740,882
|
)
|
|||||||||||||||||||
Balance – December 31, 2020
|
1,138,217
|
$
|
114
|
5,177,473
|
$
|
518
|
$
|
5,740,253
|
$
|
(740,882
|
)
|
$
|
5,000,003
|
Net loss
|
$
|
(740,882
|
)
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||
Interest earned on investments held in Trust Account
|
(29,588
|
)
|
||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
(416,800
|
)
|
||
Accrued expenses
|
520,828
|
|||
Net cash used in operating activities
|
(666,442
|
)
|
||
Cash Flows from Investing Activities:
|
||||
Investment of cash into Trust Account
|
(207,098,940
|
)
|
||
Net cash used in investing activities
|
(207,098,940
|
)
|
||
Cash Flows from Financing Activities:
|
||||
Proceeds from sale of Units, net of underwriting discounts paid
|
202,956,961
|
|||
Proceeds from sale of Private Placement Warrants
|
6,141,979
|
|||
Proceeds from issuance of Class B common stock to Sponsor
|
25,000
|
|||
Proceeds from advances – related party
|
169,737
|
|||
Due from Sponsor
|
(141,979
|
) | ||
Payment of offering costs
|
(368,747
|
)
|
||
Net cash provided by financing activities
|
208,782,951
|
|||
Net Change in Cash
|
1,017,569
|
|||
Cash – Beginning of period
|
—
|
|||
Cash – End of period
|
$
|
1,017,569
|
||
Non-Cash Financing Activities:
|
||||
Initial classification of Class A common stock subject to possible redemption
|
$
|
196,382,490
|
||
Change in value of Class A common stock subject to possible redemption
|
$
|
(665,720
|
)
|
|
Offering costs included in accrued offering costs
|
$
|
48,475
|
||
Offering costs paid through advances – related party
|
$
|
600
|
||
Deferred underwriting fee payable
|
$
|
7,248,463
|
||
Forfeiture of Founder Shares
|
$
|
(57
|
)
|
For the Period From
August 20, 2020
(inception) Through
December 31,
|
||||
2020
|
||||
Redeemable Class A Common Stock
|
||||
Numerator: Earnings allocable to Redeemable Class A Common Stock
|
||||
Interest Income
|
$
|
29,588
|
||
Income and Franchise Tax
|
(29,588
|
)
|
||
Net Earnings
|
$
|
—
|
||
Denominator: Weighted Average Redeemable Class A Common Stock
|
||||
Redeemable Class A Common Stock, Basic and Diluted
|
20,459,343
|
|||
Earnings/Basic and Diluted Redeemable Class A Common Stock
|
$
|
0.00
|
||
Non-Redeemable Class A and B Common Stock
|
||||
Numerator: Net Income (Loss) minus Redeemable Net Earnings
|
||||
Net Income (Loss)
|
$
|
(740,882
|
)
|
|
Redeemable Net Earnings
|
—
|
|||
Non-Redeemable Net Loss
|
$
|
(740,882
|
)
|
|
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
|
||||
Non-Redeemable Class A and B Common Stock, Basic and Diluted
|
5,059,158
|
|||
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock
|
$
|
(0.15
|
)
|
● |
in whole and not in part;
|
● |
at a price of $0.01 per warrant;
|
● |
upon not less than 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and
|
● |
if, and only if, the reported last sale price of the Company’s 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 trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
|
● |
in whole and not in part;
|
● |
at a price of $0.10 per warrant provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares of Class A common stock determined based on the redemption date and the “fair market
value” of the Company’s Class A common stock;
|
● |
upon a minimum of 30 days’ prior written notice of redemption;
|
● |
if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading
day prior to the date on which the Company sends the notice of redemption to the warrant holders;
|
● |
if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto is available throughout the
30-day period after the written notice of redemption is given.
|
December 31,
2020
|
||||
Deferred tax asset
|
||||
Net operating loss carryforward
|
$
|
8,486
|
||
Organizational costs/Startup expenses
|
147,099
|
|||
Total deferred tax asset
|
155,585
|
|||
Valuation allowance
|
(155,585
|
)
|
||
Deferred tax asset, net of allowance
|
$
|
—
|
December 31,
2020
|
||||
Federal
|
||||
Current
|
$
|
—
|
||
Deferred
|
(155,585
|
)
|
||
State
|
||||
Current
|
$
|
—
|
||
Deferred
|
—
|
|||
Change in valuation allowance
|
155,585
|
|||
Income tax provision
|
$
|
—
|
December 31,
2020
|
||||
Statutory federal income tax rate
|
21.0
|
%
|
||
State taxes, net of federal tax benefit
|
0.0
|
%
|
||
Change in valuation allowance
|
-21.0
|
%
|
||
Income tax provision
|
0.0
|
%
|
Level 1: |
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide
pricing information on an ongoing basis.
|
Level 2: |
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
|
Level 3: |
Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
|
Held-To-Maturity
|
Level
|
Amortized
Cost
|
Gross
Holding
Gain
|
Fair Value
|
|||||||||||||
December 31, 2019
|
U.S. Treasury Securities (Mature on 2/18/2021)
|
1
|
$
|
207,127,900
|
$
|
5,527
|
$
|
207,133,427
|
• |
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 to each warrant holder; and
|
• |
if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending three trading days before we send the notice of redemption to the warrant
holders (which we refer to as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “-Redeemable
Warrants-Public Stockholders’ Warrants-Anti-Dilution Adjustments”).
|
• |
in whole and not in part;
|
• |
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis
prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of our Class A common stock (as defined below in the immediately following paragraph)
except as otherwise described below;
|
• |
if, and only if, the Reference Value (as defined above under the heading “-Redeemable Warrants-Public Stockholders’ Warrants-Redemption of warrants when the price per share of Class A common stock equals or
exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “-Redeemable Warrants-Public Stockholders’
Warrants-Anti-Dilution Adjustments”); and
|
• |
if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “ -Redeemable
Warrants-Public Stockholders’ Warrants-Anti-Dilution Adjustments”), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.
|
Redemption Date
(period to expiration of warrants)
|
|
|
Fair Market Value of Class A Common Stock
|
||||||||||||||||||||||||
|
<10.00
|
|
|
11.00
|
|
|
12.00
|
|
|
13.00
|
|
|
14.00
|
|
|
15.00
|
|
|
16.00
|
|
|
17.00
|
|
|
>18.00
|
||
60 months
|
|
|
0.261
|
|
|
0.281
|
|
|
0.297
|
|
|
0.311
|
|
|
0.324
|
|
|
0.337
|
|
|
0.348
|
|
|
0.358
|
|
|
0.361
|
57 months
|
|
|
0.257
|
|
|
0.277
|
|
|
0.294
|
|
|
0.310
|
|
|
0.324
|
|
|
0.337
|
|
|
0.348
|
|
|
0.358
|
|
|
0.361
|
54 months
|
|
|
0.252
|
|
|
0.272
|
|
|
0.291
|
|
|
0.307
|
|
|
0.322
|
|
|
0.335
|
|
|
0.347
|
|
|
0.357
|
|
|
0.361
|
51 months
|
|
|
0.246
|
|
|
0.268
|
|
|
0.287
|
|
|
0.304
|
|
|
0.320
|
|
|
0.333
|
|
|
0.346
|
|
|
0.357
|
|
|
0.361
|
48 months
|
|
|
0.241
|
|
|
0.263
|
|
|
0.283
|
|
|
0.301
|
|
|
0.317
|
|
|
0.332
|
|
|
0.344
|
|
|
0.356
|
|
|
0.361
|
45 months
|
|
|
0.235
|
|
|
0.258
|
|
|
0.279
|
|
|
0.298
|
|
|
0.315
|
|
|
0.330
|
|
|
0.343
|
|
|
0.356
|
|
|
0.361
|
42 months
|
|
|
0.228
|
|
|
0.252
|
|
|
0.274
|
|
|
0.294
|
|
|
0.312
|
|
|
0.328
|
|
|
0.342
|
|
|
0.355
|
|
|
0.361
|
39 months
|
|
|
0.221
|
|
|
0.246
|
|
|
0.269
|
|
|
0.290
|
|
|
0.309
|
|
|
0.325
|
|
|
0.340
|
|
|
0.354
|
|
|
0.361
|
36 months
|
|
|
0.213
|
|
|
0.239
|
|
|
0.263
|
|
|
0.285
|
|
|
0.305
|
|
|
0.323
|
|
|
0.339
|
|
|
0.353
|
|
|
0.361
|
33 months
|
|
|
0.205
|
|
|
0.232
|
|
|
0.257
|
|
|
0.280
|
|
|
0.301
|
|
|
0.320
|
|
|
0.337
|
|
|
0.352
|
|
|
0.361
|
30 months
|
|
|
0.196
|
|
|
0.224
|
|
|
0.250
|
|
|
0.274
|
|
|
0.297
|
|
|
0.316
|
|
|
0.335
|
|
|
0.351
|
|
|
0.361
|
27 months
|
|
|
0.185
|
|
|
0.214
|
|
|
0.242
|
|
|
0.268
|
|
|
0.291
|
|
|
0.313
|
|
|
0.332
|
|
|
0.350
|
|
|
0.361
|
24 months
|
|
|
0.173
|
|
|
0.204
|
|
|
0.233
|
|
|
0.260
|
|
|
0.285
|
|
|
0.308
|
|
|
0.329
|
|
|
0.348
|
|
|
0.361
|
21 months
|
|
|
0.161
|
|
|
0.193
|
|
|
0.223
|
|
|
0.252
|
|
|
0.279
|
|
|
0.304
|
|
|
0.326
|
|
|
0.347
|
|
|
0.361
|
18 months
|
|
|
0.146
|
|
|
0.179
|
|
|
0.211
|
|
|
0.242
|
|
|
0.271
|
|
|
0.298
|
|
|
0.322
|
|
|
0.345
|
|
|
0.361
|
15 months
|
|
|
0.130
|
|
|
0.164
|
|
|
0.197
|
|
|
0.230
|
|
|
0.262
|
|
|
0.291
|
|
|
0.317
|
|
|
0.342
|
|
|
0.361
|
12 months
|
|
|
0.111
|
|
|
0.146
|
|
|
0.181
|
|
|
0.216
|
|
|
0.250
|
|
|
0.282
|
|
|
0.312
|
|
|
0.339
|
|
|
0.361
|
9 months
|
|
|
0.090
|
|
|
0.125
|
|
|
0.162
|
|
|
0.199
|
|
|
0.237
|
|
|
0.272
|
|
|
0.305
|
|
|
0.336
|
|
|
0.361
|
6 months
|
|
|
0.065
|
|
|
0.099
|
|
|
0.137
|
|
|
0.178
|
|
|
0.219
|
|
|
0.259
|
|
|
0.296
|
|
|
0.331
|
|
|
0.361
|
3 months
|
|
|
0.034
|
|
|
0.065
|
|
|
0.104
|
|
|
0.150
|
|
|
0.197
|
|
|
0.243
|
|
|
0.286
|
|
|
0.326
|
|
|
0.361
|
0 months
|
|
|
-
|
|
|
-
|
|
|
0.042
|
|
|
0.115
|
|
|
0.179
|
|
|
0.233
|
|
|
0.281
|
|
|
0.323
|
|
|
0.361
|
• |
If we do not complete our initial business combination within 24 months from the closing of the initial public offering or during any Extension Period, we 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 subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account including interest earned on the funds held in the trust account not previously released to us released to us to pay our franchise and income tax obligations (less up to $100,000 of interest to pay
dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if
any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our
obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law;
|
• |
Prior to or in connection with our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the trust account or (ii)
vote on our initial business combination;
|
• |
Although we do not intend to enter into an initial business combination with a target business that is affiliated with our sponsor, directors or officers, we are not prohibited from doing so. In the event we
enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or an independent accounting firm that such an initial business combination is fair to our company
from a financial point of view;
|
• |
If a stockholder vote on our initial business combination is not required by law and we do not decide to hold a stockholder vote for business or other reasons, we will offer to redeem our public shares pursuant
to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our
initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act; whether or not we maintain our registration under the our Exchange Act or our listing on Nasdaq, we will provide our public
stockholders with the opportunity to redeem their public shares by one of the two methods listed above;
|
• |
Our initial business combination will be approved by a majority of our independent directors;
|
• |
If our stockholders approve an amendment to our second amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our
initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of the initial public offering or (ii) with respect to any other provision relating
to stockholders’ rights or pre-business combination activity, we will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon such approval 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 us to pay our franchise and income tax obligations, divided by the
number of then outstanding public shares; and
|
• |
We will not effectuate our initial business combination with another blank check company or a similar company with nominal operations.
|
• |
prior to such time, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
|
• |
upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the
transaction commenced, excluding certain shares; or
|
• |
at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders of at least 662/3% of the outstanding voting stock that is not owned by the
interested stockholder.
|
1. |
Introduction
|
• |
promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
|
• |
promote the full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the “SEC”), as well as in other public
communications made by or on behalf of the Company;
|
• |
promote compliance with applicable governmental laws, rules and regulations;
|
• |
deter wrongdoing; and
|
• |
require prompt internal reporting of breaches of, and accountability for adherence to, this Code.
|
2. |
Honest, Ethical and Fair Conduct
|
a. |
act with integrity, including being honest and candid while still maintaining the confidentiality of the Company’s information where required or when in the Company’s interests;
|
b. |
observe all applicable governmental laws, rules and regulations;
|
c. |
comply with the requirements of applicable accounting and auditing standards, as well as Company policies, in order to maintain a high standard of accuracy and completeness in the Company’s financial records and other business-related
information and data;
|
d. |
adhere to a high standard of business ethics and not seek competitive advantage through unlawful or unethical business practices;
|
e. |
deal fairly with the Company’s customers, suppliers, competitors, employees and independent contractors;
|
f. |
refrain from taking advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice;
|
g. |
protect the assets of the Company and ensure their proper use; and
|
h. |
avoid actual or apparent conflicts between personal, private interests and the interests of the Company, wherever possible, including receiving improper personal benefits as a result of his or her position, except as may be allowed
under guidelines or resolutions approved by the Board (or the appropriate committee of the Board) or as disclosed in the Company’s public filings with the SEC. Anything that would be a conflict for a person subject to this Code also will
be a conflict for a member of his or her immediate family or any other close relative.
|
• |
any significant ownership interest in any supplier or customer;
|
• |
any consulting or employment relationship with any supplier or customer;
|
• |
the receipt of any money, non-nominal gifts or excessive entertainment from any entity with which the Company has current or prospective business dealings;
|
• |
selling anything to the Company or buying anything from the Company, except on the same terms and conditions as a third party would buy or sell a comparable item in an arm’s-length transaction;
|
• |
any other financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the Company; and
|
• |
any other circumstance, event, relationship or situation in which the personal interest of a person subject to this Code interferes, or even appears to interfere, with the interests of the Company as a whole.
|
3. |
Confidentiality
|
4. |
Disclosure
|
• |
not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s independent registered public accountants, governmental regulators,
self-regulating organizations and other governmental officials, as appropriate; and
|
• |
in relation to his or her area of responsibility, properly review and critically analyze proposed disclosure for accuracy and completeness.
|
5. |
Compliance
|
6. |
Reporting and Accountability
|
• |
Notify the Board promptly of any existing or potential violation of this Code.
|
• |
Not retaliate against any other person for reports of potential violations that are made in good faith.
|
• |
The Board will take all appropriate action to investigate any breaches reported to it.
|
• |
Upon determination by the Board that a breach has occurred, the Board (by majority decision) will take or authorize such disciplinary or preventive action as it deems appropriate, after consultation with the Company’s internal or
external legal counsel, up to and including dismissal or, in the event of criminal or other serious violations of law, notification of the SEC or other appropriate law enforcement authorities.
|
7. |
Waivers and Amendments
|
8. |
Insider Information and Securities Trading
|
9. |
Financial Statements and Other Records
|
10. |
Improper Influence on Conduct of Audits
|
• |
Offering or paying bribes or other financial incentives, including future employment or contracts for non-audit services;
|
• |
Providing an auditor with an inaccurate or misleading legal analysis;
|
• |
Threatening to cancel or canceling existing non-audit or audit engagements if the auditor objects to the Company’s accounting;
|
• |
Seeking to have a partner removed from the audit engagement because the partner objects to the Company’s accounting;
|
• |
Blackmailing; and
|
• |
Making physical threats.
|
11. |
Anti-Corruption Laws
|
12. |
Violations
|
13. |
Other Policies and Procedures
|
14. |
Inquiries
|
I. |
Introduction
|
II. |
Compliance with All Laws Including Bribery And Other Corrupt Payments Laws
|
III. |
Facilitation Payments
|
IV. |
Gifts & Hospitality
|
V. |
Political And Charitable Contributions
|
VI. |
Relationships With Third Parties
|
VII. |
Discrimination & Harassment
|
VIII. |
Money Laundering
|
IX. |
Health, Safety, And Environment
|
X. |
Recordkeeping
|
XI. |
Cooperation With Audits And Inspections
|
XII. |
Reported Concerns
|
XIII. |
Accountability
|
1. |
I have reviewed this annual report on Form 10-K of Lefteris Acquisition Corp. (the “registrant”);
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
|
(c) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions):
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: March 30, 2021
|
By:
|
/s/ Karl Roessner
|
Karl Roessner
|
||
President, Chief Executive Officer, and Director
|
||
(Principal Executive Officer)
|
1. |
I have reviewed this annual report on Form 10-K of Lefteris Acquisition Corp. (the “registrant”);
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
|
(c) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions):
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: March 30, 2021
|
By:
|
/s/ Jon Isaacson
|
Jon Isaacon
|
||
Chief Financial Officer and Chief Corporate Development officer
|
||
(Principal Financial Officer and Principal Accounting Officer)
|
(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
Date: March 30, 2021
|
By:
|
/s/ Karl Roessner
|
Karl Roessner
|
||
President, Chief Executive Officer, and Director
|
||
(Principal Executive Officer)
|
(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
Date: March 30, 2021
|
By:
|
/s/ Jon Isaacson
|
Jon Isaacson
|
||
Chief Financial Officer and Chief Corporate Development officer
|
||
(Principal Financial Officer and Principal Accounting Officer)
|
Document and Entity Information - USD ($) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2020 |
Mar. 30, 2021 |
Jun. 30, 2020 |
|
Entity Listings [Line Items] | |||
Entity Registrant Name | Lefteris Acquisition Corp. | ||
Entity Central Index Key | 0001822873 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Address, State or Province | MA | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 0 | ||
Class A Common Stock [Member] | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 20,709,894 | ||
Class B Common Stock [Member] | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 5,177,473 |
STATEMENT OF OPERATIONS |
4 Months Ended |
---|---|
Dec. 31, 2020
USD ($)
$ / shares
shares
| |
Loss from Operations | |
General and administrative expenses | $ 770,470 |
Loss from operations | (770,470) |
Other income: | |
Interest earned on investments held in Trust Account | 29,588 |
Net loss | (740,882) |
Class A Redeemable Common Stock [Member] | |
Other income: | |
Interest earned on investments held in Trust Account | $ 29,588 |
Weighted average shares outstanding (in shares) | shares | 20,459,343 |
Basic and diluted net income (loss) per share (in dollars per share) | $ / shares | $ 0 |
Class A and Class B Non-Redeemable Common Stock [Member] | |
Other income: | |
Net loss | $ (740,882) |
Weighted average shares outstanding (in shares) | shares | 5,059,158 |
Basic and diluted net income (loss) per share (in dollars per share) | $ / shares | $ (0.15) |
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - shares |
4 Months Ended | |
---|---|---|
Oct. 23, 2020 |
Dec. 31, 2020 |
|
Stockholders' Equity | ||
Units issued (in shares) | 20,709,894 | |
Private Placement Warrants [Member] | ||
Stockholders' Equity | ||
Warrants issued (in shares) | 4,000,000 | 4,094,653 |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS |
12 Months Ended |
---|---|
Dec. 31, 2020 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Lefteris Acquisition Corp. (the “Company”) was incorporated in Delaware on August 20, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from August 20, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 to be its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on October 20, 2020. On October 23, 2020 the Company consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $200,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,000,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Lefteris Holdings, LLC (the “Sponsor”), generating gross proceeds of $6,000,000, which is described in Note 4. Following the closing of the Initial Public Offering on October 23, 2020, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. On November 17, 2020, the Company consummated the sale of an additional 709,894 Units through the underwriters’ election to partially exercise their over-allotment option, at $10.00 per Unit, and the sale of an additional 94,653 Private Placement Warrants, at $1.50 per Private Warrant, generating total gross proceeds of $7,240,919. A total of $7,098,940 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $207,098,940. Transaction costs charged to equity amounted to $11,808,264, consisting of $4,141,979 in cash underwriting fees, $7,248,463 of deferred underwriting fees and $417,822 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements 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 “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 applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until October 23, 2022 to complete a Business Combination (the “Combination Period”). If the Company has not completed 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 pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 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 $10.00 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 prospective target business who executed a waiver of any and all rights to monies held in the Trust Account 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”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and 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 December 31, 2020, the Company had approximately $1,017,569 in its operating bank account and working capital of approximately $836,708. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through the payment of $25,000 from the Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares (as defined in Note 5), a advances from related party of approximately $170,000 (Note 5). Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 5). As of December 31, 2020, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents at December 31, 2020. Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of cash and 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. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s 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, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Offering Costs Offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $11,808,264 were charged to stockholders’ equity upon the completion of the Initial Public Offering (see Note 1). Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company’s deferred tax assets were deemed to be de minimis as of December 31, 2020. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from August 20, 2020 (inception) through December 31, 2020. Net Loss per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 10,997,950 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class B non-redeemable common stock outstanding for the period. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):
As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING |
12 Months Ended |
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Dec. 31, 2020 | |
INITIAL PUBLIC OFFERING [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 20,709,894 Units, at a price of $10.00 per Unit, inclusive of 709,894 Units sold to the underwriters on November 17, 2020 upon the underwriters’ election to partially exercise their over-allotment option. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). |
PRIVATE PLACEMENT |
12 Months Ended |
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Dec. 31, 2020 | |
PRIVATE PLACEMENT [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, generating proceeds of $6,000,000 in the aggregate. On November 17, 2020, in connection with the underwriters’ election to partially exercise their over-allotment option, the Company sold an additional 94,653 Private Placement Warrants to the Sponsor, at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $141,979. This amount is reflected on the Company's balance sheet as of December 31, 2020 as a Due from Sponsor and was paid on March 23, 2021. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
RELATED PARTY TRANSACTIONS |
12 Months Ended |
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Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares During the period ended September 4, 2020, the Sponsor purchased 5,031,250 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. On September 16, 2020, the Company effected a stock dividend resulting in 6,468,750 Founder Shares being issued and outstanding. On October 20, 2020, the Company canceled 718,750 Founder Shares, resulting in an aggregate of 5,750,000 Founder Shares being issued and outstanding. In September 2020, the Sponsor transferred 20,000 Founder Shares to each of the Company’s independent directors. The Founder Shares include an aggregate of up to 750,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. All share and per-share amounts have been retroactively restated to reflect the share transactions. As a result of the underwriters’ election to partially exercise their over-allotment option on November 17, 2020, a total of 177,473 Founder Shares are no longer subject to forfeiture and 572,527 Founder Shares were forfeited, resulting in an aggregate of 5,177,473 Founder Shares issued and outstanding. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On August 28, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $250,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) March 31, 2021 or (ii) the consummation of the Initial Public Offering. As of December 31, 2020, there was no amounts outstanding under the Promissory Note. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. At December 31, 2020, no such Working Capital Loans were outstanding. |
COMMITMENTS AND CONTINGENCIES |
12 Months Ended |
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Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES 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 financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration and Stockholder Rights Pursuant to a registration rights agreement entered into on October 20, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any 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) will be entitled to registration rights pursuant to a registration and stockholder rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A common stock). The holders of the majority 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 a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $7,248,463 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. |
STOCKHOLDERS' EQUITY |
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STOCKHOLDERS' EQUITY [Abstract] | ||||||||||||||||||||||||||||
STOCKHOLDER'S EQUITY | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2020, there were 1,138,217 shares of Class A common stock issued or outstanding, excluding 19,571,677 Class A ordinary shares subject to possible redemption. Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At December 31, 2020, there were 5,177,473 shares of Class B common stock issued and outstanding. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of all shares of common stock outstanding upon completion of the Initial Public Offering, plus (ii) all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares of Class A common stock or equity-linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). The Company cannot determine at this time whether a majority of the holders of our Class B common stock at the time of any future issuance would agree to waive such adjustment to the conversion ratio. Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause such registration statement to become effective within 60 business days after the closing of a Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Redemptions of warrants when the price of Class A common stock equals or exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the Public Warrants:
If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Class common stock equals or exceeds $10.00 — Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding Public Warrants:
If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the Company’s initial business combination, warrant holders may, until such time as there is an effective registration statement, exercise warrants on a cashless basis. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A common (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
INCOME TAX |
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INCOME TAX [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INCOME TAX | NOTE 8. INCOME TAX The Company’s net deferred tax assets are as follows:
The income tax provision consists of the following:
As of December 31, 2020, the Company had a U.S. federal net operating loss carryover of approximately $40,000 available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from August 20, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $155,585. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows:
The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
FAIR VALUE MEASUREMENTS |
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FAIR VALUE MEASUREMENTS [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. At December 31, 2020, assets held in the Trust Account were comprised of $628 in cash and $207,127,900 in U.S. Treasury securities. During the year ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity securities at December 31, 2020 are as follows:
Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the period from August 20, 2020 (inception) through December 31, 2020. |
SUBSEQUENT EVENTS |
12 Months Ended |
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Dec. 31, 2020 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). |
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Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, 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. |
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Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents at December 31, 2020. |
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Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of cash and 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. |
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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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s 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, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
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Offering Costs | Offering Costs Offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $11,808,264 were charged to stockholders’ equity upon the completion of the Initial Public Offering (see Note 1). |
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Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company’s deferred tax assets were deemed to be de minimis as of December 31, 2020. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from August 20, 2020 (inception) through December 31, 2020. |
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Net Loss per Common Share | Net Loss per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 10,997,950 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class B non-redeemable common stock outstanding for the period. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):
As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders. |
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Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
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Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
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Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basic and Diluted Net Income (Loss) Per Common Share | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):
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INCOME TAX (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||
INCOME TAX [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred Tax Assets | The Company’s net deferred tax assets are as follows:
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Income Tax Provision | The income tax provision consists of the following:
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Reconciliation of Federal Income Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows:
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FAIR VALUE MEASUREMENTS (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||
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Dec. 31, 2020 | |||||||||||||||||||||||||||||||||||||
FAIR VALUE MEASUREMENTS [Abstract] | |||||||||||||||||||||||||||||||||||||
Gross Holding Gains and Fair Value of Held-To-Maturity Securities | The gross holding gains and fair value of held-to-maturity securities at December 31, 2020 are as follows:
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DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, Liquidity and Capital Resources (Details) |
4 Months Ended | 12 Months Ended |
---|---|---|
Dec. 31, 2020
USD ($)
|
Dec. 31, 2020
USD ($)
|
|
Liquidity and Capital Resources [Abstract] | ||
Cash in bank | $ 1,017,569 | $ 1,017,569 |
Working capital | 836,708 | 836,708 |
Proceeds from issuance of common stock | 25,000 | |
Advances from related party | 169,737 | |
Founder Shares [Member] | Sponsor [Member] | ||
Liquidity and Capital Resources [Abstract] | ||
Proceeds from issuance of common stock | 25,000 | |
Advances from related party | 170,000 | |
Working Capital Loans [Member] | Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] | ||
Liquidity and Capital Resources [Abstract] | ||
Loan, outstanding | $ 0 | $ 0 |
INITIAL PUBLIC OFFERING (Details) - $ / shares |
1 Months Ended | 4 Months Ended | ||
---|---|---|---|---|
Nov. 17, 2020 |
Oct. 23, 2020 |
Nov. 17, 2020 |
Dec. 31, 2020 |
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Initial Public Offering [Abstract] | ||||
Units issued (in shares) | 20,709,894 | |||
Initial Public Offering [Member] | Public Shares [Member] | ||||
Initial Public Offering [Abstract] | ||||
Units issued (in shares) | 20,000,000 | 20,709,894 | ||
Unit price (in dollars per share) | $ 10.00 | $ 10.00 | $ 10.00 | |
Initial Public Offering [Member] | Public Warrant [Member] | ||||
Initial Public Offering [Abstract] | ||||
Number of securities called by each unit (in shares) | 0.33 | |||
Warrants exercise price (in dollars per share) | $ 11.50 | |||
Initial Public Offering [Member] | Class A Common Stock [Member] | ||||
Initial Public Offering [Abstract] | ||||
Number of securities called by each unit (in shares) | 1 | |||
Number of securities called by each warrant (in shares) | 1 | |||
Over-Allotment Option [Member] | Public Shares [Member] | ||||
Initial Public Offering [Abstract] | ||||
Units issued (in shares) | 709,894 | |||
Unit price (in dollars per share) | $ 10.00 | $ 10.00 |
PRIVATE PLACEMENT (Details) - Private Placement Warrants [Member] - USD ($) |
4 Months Ended | ||
---|---|---|---|
Nov. 17, 2020 |
Oct. 23, 2020 |
Dec. 31, 2020 |
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Private Placement Warrants [Abstract] | |||
Warrants issued (in shares) | 4,000,000 | 4,094,653 | |
Share price (in dollars per share) | $ 1.50 | ||
Gross proceeds from issuance of warrants | $ 6,000,000 | ||
Over-Allotment Option [Member] | |||
Private Placement Warrants [Abstract] | |||
Warrants issued (in shares) | 94,653 | ||
Share price (in dollars per share) | $ 1.50 | ||
Gross proceeds from issuance of warrants | $ 141,979 | ||
Class A Common Stock [Member] | |||
Private Placement Warrants [Abstract] | |||
Number of securities called by each warrant (in shares) | 1 | ||
Warrants exercise price (in dollars per share) | $ 11.50 |
RELATED PARTY TRANSACTIONS, Promissory Note and Related Party Loans (Details) - USD ($) |
4 Months Ended | |
---|---|---|
Aug. 28, 2020 |
Dec. 31, 2020 |
|
Sponsor [Member] | Promissory Note [Member] | ||
Related Party Transactions [Abstract] | ||
Related party transaction | $ 250,000 | |
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] | Working Capital Loans [Member] | ||
Related Party Transactions [Abstract] | ||
Convertible loan, outstanding | $ 0 | |
Share price (in dollars per share) | $ 1.50 | |
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] | Working Capital Loans [Member] | Maximum [Member] | ||
Related Party Transactions [Abstract] | ||
Related party transaction | $ 2,000,000 |
COMMITMENTS AND CONTINGENCIES, Registration and Stockholder Rights (Details) |
Dec. 31, 2020
Individual
|
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Maximum [Member] | |
Registration and Stockholder Rights [Abstract] | |
Number of demands eligible security holder can make | 3 |
COMMITMENTS AND CONTINGENCIES, Underwriting Agreement (Details) - USD ($) |
Dec. 31, 2020 |
Oct. 23, 2020 |
---|---|---|
Underwriting Agreement [Abstract] | ||
Underwriters deferred fee (in dollars per unit) | $ 0.35 | |
Deferred underwriting fees | $ 7,248,463 | $ 7,248,463 |
INCOME TAX (Details) |
4 Months Ended |
---|---|
Dec. 31, 2020
USD ($)
| |
Deferred tax assets [Abstract] | |
Net operating loss carryforward | $ 8,486 |
Organizational costs/Startup expenses | 147,099 |
Total deferred tax assets | 155,585 |
Valuation allowance | (155,585) |
Deferred tax asset, net of allowance | 0 |
Federal [Abstract] | |
Current | 0 |
Deferred | (155,585) |
State [Abstract] | |
Current | 0 |
Deferred | 0 |
Change in valuation allowance | 155,585 |
Income tax provision | 0 |
Federal net operating loss carryovers | $ 40,000 |
Reconciliation of Federal Income Tax Rate [Abstract] | |
Statutory federal income tax rate | 21.00% |
State taxes, net of federal tax benefit | 0.00% |
Change in valuation allowance | (21.00%) |
Income tax provision | 0.00% |
FAIR VALUE MEASUREMENTS (Details) - USD ($) |
4 Months Ended | |
---|---|---|
Dec. 31, 2020 |
Dec. 31, 2019 |
|
Held-To-Maturity [Abstract] | ||
Fair value transfers level 1 to level 2 | $ 0 | |
Fair value transfers level 2 to level 1 | 0 | |
Fair value transfers into level 3 | 0 | |
Fair value transfers out of level 3 | 0 | |
Cash [Member] | ||
Assets [Abstract] | ||
Assets held in trust account | 628 | |
U.S. Treasury Securities [Member] | ||
Assets [Abstract] | ||
Assets held in trust account | $ 207,127,900 | |
U.S. Treasury Securities [Member] | Recurring [Member] | ||
Held-To-Maturity [Abstract] | ||
Maturity date | Feb. 18, 2021 | |
U.S. Treasury Securities [Member] | Recurring [Member] | Level 1 [Member] | ||
Held-To-Maturity [Abstract] | ||
Amortized cost | $ 207,127,900 | |
Gross holding gain | 5,527 | |
Fair value | $ 207,133,427 |
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