0001104659-21-069375 | 10-K/A | XBRL Viewer | Lionheart Acquisition Corp II

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2020	Mar. 26, 2021	Jun. 30, 2020
Document Information [Line Items]
Document Type	10-K/A
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2020
Entity Address, Address Line One	4218 NE 2nd Avenue
Entity Registrant Name	Lionheart Acquisition Corp. II
Entity Address State Or Province	DE
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
Entity Central Index Key	0001802450
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Amendment Flag	true
Amendment Description	Amendment No. 1
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	LCAP
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		23,650,000
Units, each consisting of one share of Class A ordinary share and one-half of one redeemable warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant
Trading Symbol	LCAPU
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Trading Symbol	LCAPW
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,750,000

BALANCE SHEETS - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Current assets
Cash	$ 1,017,137
Prepaid expenses	124,766
Total current assets	1,141,903
Deferred offering costs		$ 26,171
Marketable securities held in Trust Account	230,011,254
TOTAL ASSETS	231,153,157	26,171
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Accrued expenses	1,163,558	1,000
Accrued offering costs	5,450	26,171
Total Current Liabilities	1,169,008	27,171
Warrant liability	13,365,500
Deferred underwriting fee payable	8,050,000
Total Liabilities	22,584,508	27,171
Commitments and Contingencies (Note 7)
Class A common stock subject to possible redemption, 20,356,864 and no shares at redemption value as of December 31, 2020 and 2019, respectively	203,568,640
Stockholders' Equity (Deficit)
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	7,061,874
Accumulated deficit	(2,062,769)	(1,000)
Total Stockholders' Equity (Deficit)	5,000,009	(1,000)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	231,153,157	$ 26,171
Class A Common Stock
Stockholders' Equity (Deficit)
Common stock	329
Total Stockholders' Equity (Deficit)	329
Class B Common Stock
Stockholders' Equity (Deficit)
Common stock	575
Total Stockholders' Equity (Deficit)	$ 575

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2020	Dec. 31, 2019
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Temporary equity, shares outstanding	20,356,864	0
Class A Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common shares, shares authorized	100,000,000	100,000,000
Common shares, shares issued	3,293,136	0
Common shares, shares outstanding	1,956,586	0
Temporary equity, shares issued	20,356,864	0
Class B Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common shares, shares authorized	10,000,000	10,000,000
Common shares, shares issued	5,750,000	0
Common shares, shares outstanding	5,750,000	0

STATEMENTS OF OPERATIONS - USD ($)		12 Months Ended
STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2019	Dec. 31, 2020
STATEMENTS OF OPERATIONS
Operating costs	$ 1,000	$ 1,472,168
Loss from operations	(1,000)	(1,472,168)
Other income:
Change in fair value of warrant liability		236,500
Transaction Costs		(837,355)
Interest earned on marketable securities held in Trust Account		11,254
Other income (expenses), net:	(1,000)	(589,601)
Net income (loss)	$ (1,000)	$ (2,061,769)
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption		20,505,492
Basic and diluted net loss per share, common stock subject to possible redemption	$ 0.00	$ 0.00
Weighted average non-redeemable common shares outstanding, basic and diluted		6,238,411
Basic and diluted net loss per non-redeemable common share	$ 0.00	$ (0.33)

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Class A Common Stock	Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 22, 2019			$ 0	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss			0	(1,000)	$ (1,000)
Balance at the end at Dec. 31, 2019			0	(1,000)	(1,000)
Balance at the beginning at Dec. 31, 2019			0	(1,000)	(1,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B common stock to Sponsors		$ 575	24,425	0	25,000
Issuance of Class B common stock to Sponsors (in shares)		5,750,000
Sale of 23,000,000 Units, net of underwriting discounts	$ 2,300		204,480,244	0	$ 204,482,544
Sale of Units, net of underwriting discounts (in shares)	23,000,000				23,000,000
Sale of 650,000 Private Placement Units	$ 65		6,123,809	0	$ 6,123,874
Sale of units, Private Placement Units	650,000
Class A common stock subject to possible redemption	$ (2,052)		(205,175,258)	0	(205,177,310)
Class A common stock subject to possible redemption (in shares)	(20,517,731)
Change in value of common stock subject to redemption	$ 16		1,608,654	0	1,608,670
Change in value of common stock subject to redemption (in shares)	160,867
Net loss			0	(2,061,769)	(2,061,769)
Balance at the end at Dec. 31, 2020	$ 329	$ 575	$ 7,061,874	$ (2,062,769)	$ 5,000,009
Balance at the end (in shares) at Dec. 31, 2020	3,293,136	5,750,000

STATEMENT OF CASH FLOWS - USD ($)		12 Months Ended
STATEMENT OF CASH FLOWS - USD ($)	Dec. 31, 2019	Dec. 31, 2020
Cash Flows from Operating Activities:
Net loss	$ (1,000)	$ (2,061,769)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrants		(236,500)
Transaction Costs		837,355
Interest earned on marketable securities held in Trust Account		(11,254)
Changes in operating assets and liabilities:
Prepaid expenses	0	(124,766)
Accrued expenses	1,000	1,162,558
Net cash used in operating activities		(434,376)
Cash Flows from Investing Activities:
Investment of cash into Trust Account		(230,000,000)
Net cash used in investing activities		(230,000,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor		25,000
Proceeds from sale of Units, net of underwriting discounts paid		225,400,000
Proceeds from sale of Private Placement Units		6,500,000
Proceeds from promissory note - related party		140,671
Repayment of promissory note - related party		(140,671)
Payment of offering costs		(473,487)
Net cash provided by financing activities		231,451,513
Net Change in Cash		1,017,137
Cash - Beginning	0	0
Cash - Ending	0	1,017,137
Non-cash investing and financing activities:
Initial classification of common stock subject to possible redemption		204,793,060
Change in value of common stock subject to possible redemption		(1,224,420)
Deferred underwriting fee payable		8,050,000
Offering costs included in accrued offering costs	$ 26,171	$ 5,450

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	12 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Dec. 31, 2020
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Lionheart Acquisition Corporation II (formerly known as Lionheart Acquisition Corp.) (the “Company”) was incorporated in Delaware on December 23, 2019. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the "Business Combination"). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on businesses that apply innovative digital technologies and technology-enhanced services and solutions to the identification, design, development, construction, operation, financing, management and disposition of real estate properties, commonly referred to as “PropTech.” 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 December 23, 2019 (inception) through December 31, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. 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 registration statement for the Company’s Initial Public Offering was declared effective on August 12, 2020. On August 18, 2020, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the shares of 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 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 650,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to Lionheart Equities, LLC, a Delaware Limited Liability Company (the "Sponsor"), and Nomura Securities International, Inc. ("Nomura"), an underwriter in the Initial Public Offering, generating gross proceeds of $6,500,000, which is described in Note 5. Following the closing of the Initial Public Offering on August 18, 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 Units was placed in a trust account (the “Trust Account”) located in the United States and invested only 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 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a‑7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below. On August 20, 2020, the underwriters notified the Company of their intention to exercise their over-allotment option in full, resulting in an additional 3,000,000 Units issued on August 24, 2020 for $30,000,000. A total of $30,000,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $230,000,000. Transaction costs amounted to $13,128,937 consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $478,937 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 Units, 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 a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination 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 law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor, officers and directors and Nomura have agreed to vote their Founder Shares (as defined in Note 6), Private Placement 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 irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder’s Shares, Private Placement 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 Amended and Restated Certificate of Incorporation that would affect the substance or timing of the ability of holders of the Public Shares to seek redemption in connection with a Business Combination or the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, 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 February 18, 2022 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter 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 and not previously released to the Company to pay its 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 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 and Nomura have agreed to waive their liquidation rights with respect to the Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders or any of their respective affiliates acquire Public Shares 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 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 the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of 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, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources At December 31, 2020, the Company had cash outside the trust of $1,017,137 and working capital of $50,240. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. On February 21, 2021, the Sponsor committed up to $750,000 in loans to the Company for continuing operations to consummate a business combination. The loans are non-interest bearing, unsecured, and to be repaid upon the consummation of a business combination. In the event that a business combination does not occur, then all loaned amounts under this commitment will be forgiven except to the extent that the Company has funds available to it outside the trust account. In addition, the Sponsor, an affiliate of the Sponsor, or our officers and directors may, but are not obligated to, loan us funds as may be required (see Note 6 Related Party Loans). The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States and the World. As of the date the financial statements were issued, there was considerable uncertainty around the expected duration of this pandemic. The Company has concluded that while it is reasonably possible that COVID-19 could have a negative effect on identifying a target company for a Business Combination, 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.

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

12 Months Ended

Dec. 31, 2020

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”).

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement (the “Warrant Agreement”). Additionally, the Company revised the Statement of Changes in Stockholders’ Equity to present temporary equity separate from permanent equity, which allows for better alignment to the presentation of the Company’s Balance Sheets.

In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25.

As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate the treatment of the warrants (including on August 18, 2020, September 30, 2020 and December 31, 2020) and recognize changes in the fair value from the prior period in the Company’s operating results for the current period.

The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust, operating expenses, cash flows or cash.


	As
	Previously		As
	Reported		Adjustments		Restated

Balance sheet as of August 18, 2020
Warrant liability	$	—	$	13,602,000	$	13,602,000
Total Liabilities		7,176,121		13,602,000		20,778,121
Class A Common Stock Subject to Possible Redemption		190,045,060		(13,602,000)		176,443,060
Class A Common Stock		165		136		301
Additional Paid-in Capital		5,000,263		837,220		5,837,483
Accumulated Deficit		(1,000)		(837,356)		(838,356)
		5,000,003		-		5,000,003
Number of Class A common stock subject to redemption		19,004,506		(1,360,200)		17,644,306

Balance sheet as of September 30, 2020 (unaudited)
Warrant liability	$	—	$	13,135,500	$	13,135,500
Total Liabilities		8,126,283		13,135,500		21,261,783
Class A Common Stock Subject to Possible Redemption		218,312,810		(13,135,500)		205,177,310
Class A Common Stock		182		131		313
Additional Paid-in Capital		5,082,496		370,725		5,453,221
Accumulated Deficit		(83,243)		(370,856)		(454,099)
		5,000,010		-		5,000,010
Number of Class A common stock subject to redemption		21,831,281		(1,313,550)		20,517,731

Balance sheet as of December 31, 2020
Warrant liability	$	—	$	13,365,500	$	13,365,500
Total Liabilities		9,219,008		13,365,500		22,584,508
Class A Common Stock Subject to Possible Redemption		216,934,140		(13,365,500)		203,568,640
Class A Common Stock		196		133		329
Additional Paid-in Capital		6,461,152		600,722		7,061,874
Accumulated Deficit		(1,461,914)		(600,855)		(2,062,769)
		5,000,009		-		5,000,009
Number of Class A common stock subject to redemption		21,693,414		(1,336,550)		20,356,864

Three months ended September 30, 2020 (unaudited)
Change in fair value of warrant liability		—		466,499		466,499
Transaction costs		—		(837,355)		(837,355)
Net loss	$	(82,243)	$	(370,856)	$	(453,099)
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption		—		18,952,768		18,952,768
Basic and diluted net earnings per share, common stock subject to possible redemption		—		—		—
Weighted average non-redeemable common shares outstanding, basic and diluted		5,952,197		(2,577,316)		3,374,881
Basic and diluted net loss per non-redeemable common share	$	(0.02)		—		—

Nine months ended September 30, 2020 (unaudited)
Change in fair value of warrant liability		—		466,499		466,499
Transaction costs		—		(837,355)		(837,355)
Net loss	$	(82,243)	$	(370,856)	$	(453,099)
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption		15,112,852		3,839,915		18,952,768
Basic and diluted net earnings per share, common stock subject to possible redemption		—		—		—
Weighted average non-redeemable common shares outstanding, basic and diluted		3,895,358		(470,933)		3,424,425
Basic and diluted net loss per non-redeemable common share		(0.02)		0.02		—
Year ended December 31, 2020
Change in fair value of warrant liability		—		236,500		236,500
Transaction costs		—		(837,355)		(837,355)
Net loss	$	(1,460,914)	$	(600,855)	$	(2,061,769)
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption		16,131,141		4,192,832		20,323,974
Basic and diluted net earnings per share, common stock subject to possible redemption		—		—		—
Weighted average non-redeemable common shares outstanding, basic and diluted		4,542,198		(2,223,472)		2,318,726
Basic and diluted net loss per non-redeemable common share	$	(0.32)		—		(0.89)

Cash Flow Statement for the Nine months ended September 30, 2020
Net loss	$	(82,243)	$	(370,856)	$	(453,099)
Allocation of initial public offering costs		—		837,356		837,356
Initial classification of warrant liability		—		13,602,000		13,602,000
Initial classification of common stock subject to possible redemption		218,395,060		(13,602,000)		204,793,060
Change in value of common stock subject to possible redemption		(82,250)		466,500		384,250
Cash Flow Statement for the Year ended December 31, 2020 (audited)
Net loss	$	(1,460,914)	$	(600,856)	$	(2,061,770)
Allocation of initial public offering costs		—		837,356		837,356
Initial classification of warrant liability		—		13,602,000		13,602,000
Initial classification of common stock subject to possible redemption		218,395,060		(13,602,000)		204,793,060
Change in value of common stock subject to possible redemption		(1,460,920)		236,500		(1,224,420)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of 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 revenues and expenses during the reporting periods.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020 and December 31, 2019.

Marketable Securities Held in Trust Account

At December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury Securities.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity (deficit). The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s balance sheets.

Warrant Liability

The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at the end of each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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.

On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the “IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits.

Net Loss Per Common Share

Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 11,825,000 shares in the calculation of diluted loss 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 Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance.

Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period.

Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable common stock shares’ proportionate interest.


			For the
			Period
			from
			December
			23, 2019
	Year ended		(Inception)
	December 31,		through December 31,
	2020		2019
		(As Restated)
Common stock subject to possible redemption
Numerator: Earnings allocable to Common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$		$	—
Less: Income taxes and franchise fees		(11,254)		—
Net loss allocable to shares subject to possible redemption	$	—	$	—
Denominator: Weighted Average Common stock subject to possible redemption
Basic and diluted weighted average shares outstanding		21,833,901		—
Basic and diluted net income per share	$	0.00	$	—

Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(2,061,769)	$	(1,000)
Net loss allocable to Common stock subject to possible redemption		—		—
Non-Redeemable Net Loss	$	(2,061,769)	$	(1,000)
Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding	$	2,318,726		—
Basic and diluted net loss per share	$	(0.89)	$	(0.00)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account.

Fair value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

•Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

•Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards update, if currently adopted, would have a material effect on the Company’s financial statements.

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2020
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 7. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on August 13, 2020, the holders of the Founder’s Shares, Private Placement Units, Private Placement Shares, Private Placement Warrants, securities issuable pursuant to the forward purchase agreement (discussed below), the units that may be issued upon conversion of Working Capital Loans, the shares of Class A common stock and the warrants issued as part of such units (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants included as part of the units that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder’s Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder’s 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 liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s 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 $8,050,000 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. Forward Purchase Agreement Nomura entered into a forward purchase agreement with the Company, which provides for the purchase by Nomura of the Company’s Public Shares for an aggregate purchase price of up to $100.0 million through, other than as described below, open market purchases or privately negotiated transactions with one or more third parties. In lieu of purchasing Public Shares in the open market or privately negotiated transactions, up to $85.0 million of such aggregate purchase price may instead be in the form of an investment in the Company’s equity securities on terms to be mutually agreed between Nomura and the Company, to occur concurrently with the closing of a Business Combination. In consideration of the forward purchase commitment, the Company will pay to Nomura (i) an amount equal to 2% of the aggregate purchase price of the purchases or investment requested by the Company pursuant to the forward purchase agreement (the “commitment fee”) plus (ii) an amount equal to the internal charges and carrying costs incurred by Nomura in connection with the forward purchase commitment (the “commitment carrying costs”) on a monthly basis during the period from and including the date the Company executes a definitive agreement for a Business Combination through the earlier of (x) the consummation of a Business Combination and (y) the date the Company notifies Nomura in writing that the Company does not require Nomura to provide the forward purchase commitment. Up to $1.0 million of aggregate commitment carrying costs, to the extent timely paid pursuant to the forward purchase agreement, may be credited against the commitment fee. If the Company requests that Nomura purchase or invest the full $100.0 million forward purchase commitment pursuant to the forward purchase agreement, a maximum of $1.0 million of the commitment carrying costs will not be credited toward the commitment fee. The decision to make such an investment in other equity securities will not reduce the aggregate purchase price. However, Nomura will be excused from its purchase obligation in connection with a specific business combination unless, within five business days following written notice delivered by the Company of its intention to enter into such Business Combination, Nomura notifies the Company that it has decided to proceed with the purchase in whole or in part. Nomura may decide not to proceed with the purchase for any reason, including, without limitation, if it has determined that such purchase would constitute a conflict of interest. Nomura will also be restricted from making purchases if they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Nomura has also indicated its intent, if so requested by the Company, to use its commercially reasonable efforts to underwrite, arrange and/or syndicate up to $400 million of additional financing for the Company in the form of equity or debt (or a combination thereof) in connection with a Business Combination, subject to market conditions and on terms and conditions satisfactory in all respects to Nomura in its sole judgment and determination. Right of First Refusal The Company has agreed that, if Nomura offers to purchase any securities under the forward purchase agreement, it will have a “right of first refusal” to act as a bookrunner on any capital markets transaction issued in order to complete a Business Combination. In addition, so long as the investor owns 5% or more of the outstanding common stock of the post-business combination company on a fully-diluted basis, the Sponsor has agreed to use its best efforts and influence on the successor company to offer the investor a bookrunner role on any capital markets transaction. Any such bookrunner role will be pursuant to a separate agreement containing terms and conditions customary for the investor and mutually agreed upon by the Company or its successor company, as applicable. Notwithstanding the foregoing, the right of first refusal will not have a duration of more than three years from the date of commencement of sales of the Initial Public Offering. Advisory Agreement On October 16, 2020, the Company entered into an agreement with a service provider, pursuant to which the service provider will provide the Company with financial advisory services in connection with a potential acquisition (the “Acquisition”) and serve as the placement agent for the Company in connection with the sale of the Company’s equity or equity-linked securities (the “Securities”). The Company agreed to pay the service provider a cash fee of $7,350,000 as it relates to the financial advisory services, payable at the closing of such Acquisition and a cash fee equal to (i) 50% of 4.5% of the gross proceeds of the total Securities sold in the Acquisition , if there are only two advisors and (ii) 33.33% of 6% of the of the gross proceeds of the total Securities sold in the Acquisition, if there are only three advisors, however, shall not be less than 2% of the gross proceeds of the total Securities sold in the Acquisition. As of December 31, 2020, no amounts were incurred under this agreement.

INCOME TAX

12 Months Ended

Dec. 31, 2020

INCOME TAX

INCOME TAX

NOTE 10 —INCOME TAX

The Company’s net deferred tax assets (liability) at December 31, 2020 and 2019 are as follows:


	December 31,		December 31,
	2020		2019
Deferred tax assets (liability)
Net operating loss carryforward	$	306,991	$	210
Total deferred tax assets		306,991		210
Valuation Allowance		(306,991)		(210)
Deferred tax assets (liability)	$	—	$	—

The income tax provision for the year ended December 31, 2020 and for the period from December 23, 2019 (inception) through December 31, 2019 consists of the following:


	December 31, 2020		December 31, 2019
Federal
Current	$	—	$	—
Deferred		(306,781)		(210)
State and Local
Current		—		—
Deferred		—		—
Change in valuation allowance		306,781		210
Income tax provision	$	—	$	—

As of December 31, 2020 and 2019, the Company had $1,461,863 and $1,000 of U.S. federal and state net operating loss carryovers available to offset future taxable income, respectively.

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 year ended December 31, 2020, the change in the valuation allowance was $306,781. For the period from December 23, 2019 (inception) through December 31, 2019, the change in the valuation allowance was $210.

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 and 2019 is as follows:



	December 31, 2020		December 31, 2019

Statutory federal income tax rate	21.0	%	21.0	%
State taxes, net of federal tax benefit	—		—
Change in fair value of warrant liability	(6.1)	%	—
Valuation allowance	(14.9)		(21.0)
Income tax provision	0.0	%	0.0	%

The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company's tax returns since inception remain open to examination by the taxing authorities.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2020

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 11. FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


		December 31,		December 31,
Description	Level	2020		2019
Assets:
Marketable securities held in Trust Account	1	$	230,011,254	$	—

Liabilities:
Warrant Liability – Public Warrants	1		12,995,000
Warrant Liability – Private Placement Warrants	3		370,500

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in thestatement of operations.

The Public and Private Warrants were initially valued using a binomial Monte Carlo simulation Model, which is considered to be a Level 3 fair value measurement. The Monte Carlo model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. For periods subsequent to the detachment of the warrants from the Units, the close price of the public warrant price was used as the fair value as of each relevant date.

The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement, September 30, 2020 and December 31, 2020:


	August 13,			September 30,			December 31,
Input	2020			2020			2020
Risk-free interest rate		0.42	%		0.38	%		0.51	%
Trading days per year		252			252			252
Expected volatility		20.6	%		20.4	%		15.8	%
Exercise price	$	11.50		$	11.50		$	11.50
Stock Price	$	9.43		$	9.41		$	10.08

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement		Public		Warrant Liabilities
Fair value as of December 23, 2019 (inception)	$	—	$	—	$	—
Initial measurement on August 18, 2020 and over-allotment on August 20, 2020		377,000		13,225,000		13,602,000
Change in valuation inputs or other assumptions		(6,500)		(230,000)		(236,500)
Fair value as of December 31, 2020	$	370,500	$	12,995,000	$	13,365,500

For the period ending December 31, 2020, a total of $13,255,000 was transferred out of Level 3 to Level 1.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

At December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury Securities.

Class A Common Stock Subject to Possible Redemption

Warrant Liability

Income Taxes

Net Loss per Common Share

Net Loss Per Common Share


			For the
			Period
			from
			December
			23, 2019
	Year ended		(Inception)
	December 31,		through December 31,
	2020		2019
		(As Restated)
Common stock subject to possible redemption
Numerator: Earnings allocable to Common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$		$	—
Less: Income taxes and franchise fees		(11,254)		—
Net loss allocable to shares subject to possible redemption	$	—	$	—
Denominator: Weighted Average Common stock subject to possible redemption
Basic and diluted weighted average shares outstanding		21,833,901		—
Basic and diluted net income per share	$	0.00	$	—

Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(2,061,769)	$	(1,000)
Net loss allocable to Common stock subject to possible redemption		—		—
Non-Redeemable Net Loss	$	(2,061,769)	$	(1,000)
Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding	$	2,318,726		—
Basic and diluted net loss per share	$	(0.89)	$	(0.00)

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair value of Financial Instruments

Fair Value Measurements

•Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Derivative Financial Instruments

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards update, if currently adopted, would have a material effect on the Company’s financial statements.

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)

12 Months Ended

Dec. 31, 2020

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Summarizes the effect of the correction on each financial statement line item


	As
	Previously		As
	Reported		Adjustments		Restated

Balance sheet as of August 18, 2020
Warrant liability	$	—	$	13,602,000	$	13,602,000
Total Liabilities		7,176,121		13,602,000		20,778,121
Class A Common Stock Subject to Possible Redemption		190,045,060		(13,602,000)		176,443,060
Class A Common Stock		165		136		301
Additional Paid-in Capital		5,000,263		837,220		5,837,483
Accumulated Deficit		(1,000)		(837,356)		(838,356)
		5,000,003		-		5,000,003
Number of Class A common stock subject to redemption		19,004,506		(1,360,200)		17,644,306

Balance sheet as of September 30, 2020 (unaudited)
Warrant liability	$	—	$	13,135,500	$	13,135,500
Total Liabilities		8,126,283		13,135,500		21,261,783
Class A Common Stock Subject to Possible Redemption		218,312,810		(13,135,500)		205,177,310
Class A Common Stock		182		131		313
Additional Paid-in Capital		5,082,496		370,725		5,453,221
Accumulated Deficit		(83,243)		(370,856)		(454,099)
		5,000,010		-		5,000,010
Number of Class A common stock subject to redemption		21,831,281		(1,313,550)		20,517,731

Balance sheet as of December 31, 2020
Warrant liability	$	—	$	13,365,500	$	13,365,500
Total Liabilities		9,219,008		13,365,500		22,584,508
Class A Common Stock Subject to Possible Redemption		216,934,140		(13,365,500)		203,568,640
Class A Common Stock		196		133		329
Additional Paid-in Capital		6,461,152		600,722		7,061,874
Accumulated Deficit		(1,461,914)		(600,855)		(2,062,769)
		5,000,009		-		5,000,009
Number of Class A common stock subject to redemption		21,693,414		(1,336,550)		20,356,864

Three months ended September 30, 2020 (unaudited)
Change in fair value of warrant liability		—		466,499		466,499
Transaction costs		—		(837,355)		(837,355)
Net loss	$	(82,243)	$	(370,856)	$	(453,099)
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption		—		18,952,768		18,952,768
Basic and diluted net earnings per share, common stock subject to possible redemption		—		—		—
Weighted average non-redeemable common shares outstanding, basic and diluted		5,952,197		(2,577,316)		3,374,881
Basic and diluted net loss per non-redeemable common share	$	(0.02)		—		—

Nine months ended September 30, 2020 (unaudited)
Change in fair value of warrant liability		—		466,499		466,499
Transaction costs		—		(837,355)		(837,355)
Net loss	$	(82,243)	$	(370,856)	$	(453,099)
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption		15,112,852		3,839,915		18,952,768
Basic and diluted net earnings per share, common stock subject to possible redemption		—		—		—
Weighted average non-redeemable common shares outstanding, basic and diluted		3,895,358		(470,933)		3,424,425
Basic and diluted net loss per non-redeemable common share		(0.02)		0.02		—
Year ended December 31, 2020
Change in fair value of warrant liability		—		236,500		236,500
Transaction costs		—		(837,355)		(837,355)
Net loss	$	(1,460,914)	$	(600,855)	$	(2,061,769)
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption		16,131,141		4,192,832		20,323,974
Basic and diluted net earnings per share, common stock subject to possible redemption		—		—		—
Weighted average non-redeemable common shares outstanding, basic and diluted		4,542,198		(2,223,472)		2,318,726
Basic and diluted net loss per non-redeemable common share	$	(0.32)		—		(0.89)

Cash Flow Statement for the Nine months ended September 30, 2020
Net loss	$	(82,243)	$	(370,856)	$	(453,099)
Allocation of initial public offering costs		—		837,356		837,356
Initial classification of warrant liability		—		13,602,000		13,602,000
Initial classification of common stock subject to possible redemption		218,395,060		(13,602,000)		204,793,060
Change in value of common stock subject to possible redemption		(82,250)		466,500		384,250
Cash Flow Statement for the Year ended December 31, 2020 (audited)
Net loss	$	(1,460,914)	$	(600,856)	$	(2,061,770)
Allocation of initial public offering costs		—		837,356		837,356
Initial classification of warrant liability		—		13,602,000		13,602,000
Initial classification of common stock subject to possible redemption		218,395,060		(13,602,000)		204,793,060
Change in value of common stock subject to possible redemption		(1,460,920)		236,500		(1,224,420)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of basic and diluted net income per share calculation


			For the
			Period
			from
			December
			23, 2019
	Year ended		(Inception)
	December 31,		through December 31,
	2020		2019
		(As Restated)
Common stock subject to possible redemption
Numerator: Earnings allocable to Common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$		$	—
Less: Income taxes and franchise fees		(11,254)		—
Net loss allocable to shares subject to possible redemption	$	—	$	—
Denominator: Weighted Average Common stock subject to possible redemption
Basic and diluted weighted average shares outstanding		21,833,901		—
Basic and diluted net income per share	$	0.00	$	—

Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(2,061,769)	$	(1,000)
Net loss allocable to Common stock subject to possible redemption		—		—
Non-Redeemable Net Loss	$	(2,061,769)	$	(1,000)
Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding	$	2,318,726		—
Basic and diluted net loss per share	$	(0.89)	$	(0.00)

INCOME TAX (Tables)

12 Months Ended

Dec. 31, 2020

INCOME TAX

Schedule of Company's net deferred tax assets (liability)


	December 31,		December 31,
	2020		2019
Deferred tax assets (liability)
Net operating loss carryforward	$	306,991	$	210
Total deferred tax assets		306,991		210
Valuation Allowance		(306,991)		(210)
Deferred tax assets (liability)	$	—	$	—

Schedule of components of Company's income tax provision


	December 31, 2020		December 31, 2019
Federal
Current	$	—	$	—
Deferred		(306,781)		(210)
State and Local
Current		—		—
Deferred		—		—
Change in valuation allowance		306,781		210
Income tax provision	$	—	$	—

Schedule of reconciliation of the federal income tax rate to the Company's effective tax rate



	December 31, 2020		December 31, 2019

Statutory federal income tax rate	21.0	%	21.0	%
State taxes, net of federal tax benefit	—		—
Change in fair value of warrant liability	(6.1)	%	—
Valuation allowance	(14.9)		(21.0)
Income tax provision	0.0	%	0.0	%

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 2020

FAIR VALUE MEASUREMENTS

Schedule of Company's assets that are measured at fair value on a recurring basis


		December 31,		December 31,
Description	Level	2020		2019
Assets:
Marketable securities held in Trust Account	1	$	230,011,254	$	—

Liabilities:
Warrant Liability – Public Warrants	1		12,995,000
Warrant Liability – Private Placement Warrants	3		370,500

Schedule of significant inputs to the Monte Carlo Simulation for the fair value


	August 13,			September 30,			December 31,
Input	2020			2020			2020
Risk-free interest rate		0.42	%		0.38	%		0.51	%
Trading days per year		252			252			252
Expected volatility		20.6	%		20.4	%		15.8	%
Exercise price	$	11.50		$	11.50		$	11.50
Stock Price	$	9.43		$	9.41		$	10.08

Schedule of changes in the fair value of warrant liabilities


	Private Placement		Public		Warrant Liabilities
Fair value as of December 23, 2019 (inception)	$	—	$	—	$	—
Initial measurement on August 18, 2020 and over-allotment on August 20, 2020		377,000		13,225,000		13,602,000
Change in valuation inputs or other assumptions		(6,500)		(230,000)		(236,500)
Fair value as of December 31, 2020	$	370,500	$	12,995,000	$	13,365,500

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)					12 Months Ended
	Oct. 14, 2020	Aug. 24, 2020 USD ($) $ / shares shares	Aug. 20, 2020 USD ($) shares	Aug. 18, 2020 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Feb. 21, 2021 USD ($)	Oct. 31, 2020 $ / shares
Subsidiary, Sale of Stock [Line Items]
Number of units sold (in shares) \| shares					23,000,000
Proceeds from sale of Private Placement Units					$ 6,500,000
Proceeds from issuance					25,000
Transaction Costs					(837,355)
Deferred underwriting fee payable					8,050,000
Cash held outside the Trust Account					1,017,137
Condition for future business combination number of businesses minimum	1
Payments for investment of cash in Trust Account					$ 230,000,000
Condition for future business combination use of proceeds percentage					80
Condition for future business combination threshold Percentage Ownership					50
Redemption limit percentage without prior consent					15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)					100.00%
Redemption period upon closure					10 days
Maximum Allowed Dissolution Expenses					$ 100,000
Cash					1,017,137
Working capital					50,240
Sponsor
Subsidiary, Sale of Stock [Line Items]
Business combination limit on net tangible assets					$ 5,000,001
Sponsor \| Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Debt instrument, face amount						$ 750,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold (in shares) \| shares			23,000,000	20,000,000
Purchase price, per unit \| $ / shares				$ 10.00	$ 10.00		$ 10.00
Proceeds from issuance initial public offering				$ 200,000,000
Transaction Costs					$ 13,128,937
Underwriting fees					4,600,000
Deferred underwriting fee payable					8,050,000
Other offering costs					$ 478,937
Payments for investment of cash in Trust Account				$ 200,000,000
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares				650,000	650,000
Price of warrant \| $ / shares				$ 10.00	$ 10.00
Proceeds from sale of Private Placement Units				$ 6,500,000	$ 6,500,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold (in shares) \| shares		3,000,000
Purchase price, per unit \| $ / shares		$ 10.00		$ 10.00
Proceeds from issuance		$ 30,000,000
Aggregate proceeds held in the Trust Account			$ 230,000,000

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($)		3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2019	Sep. 30, 2020	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2020	Aug. 18, 2020
BALANCE SHEETS
Warrant liability				$ 13,365,500	$ 13,365,500
Total Liabilities	$ 27,171			22,584,508	22,584,508
Class A Common Stock Subject to Possible Redemption				203,568,640	203,568,640
Additional Paid-in Capital				7,061,874	7,061,874
Accumulated Deficit	(1,000)			(2,062,769)	(2,062,769)
Stockholders' Equity Attributable to Parent	(1,000)			5,000,009	5,000,009
STATEMENTS OF OPERATIONS
Change in fair value of warrant liability					236,500
Transaction Costs					(837,355)
Net loss	$ (1,000)				$ (2,061,769)
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption					20,505,492
Basic and diluted net earnings per share, common stock subject to possible redemption	$ 0.00				$ 0.00
Weighted average non-redeemable common shares outstanding, basic and diluted					6,238,411
Basic and diluted net loss per non-redeemable common share	$ 0.00				$ (0.89)
STATEMENT OF CASH FLOWS
Initial classification of warrant liability				13,602,000
Initial classification of common stock subject to possible redemption					$ 204,793,060
Change in value of common stock subject to possible redemption					(1,224,420)
Restatement of warrants as derivative liabilities
BALANCE SHEETS
Warrant liability		$ 13,135,500	$ 13,135,500	13,365,500	13,365,500	$ 13,602,000
Total Liabilities		21,261,783	21,261,783	22,584,508	22,584,508	20,778,121
Class A Common Stock Subject to Possible Redemption		205,177,310	205,177,310	203,568,640	203,568,640	176,443,060
Additional Paid-in Capital		5,453,221	5,453,221	7,061,874	7,061,874	5,837,483
Accumulated Deficit		(454,099)	(454,099)	(2,062,769)	(2,062,769)	(838,356)
Stockholders' Equity Attributable to Parent		$ 5,000,010	$ 5,000,010	$ 5,000,009	$ 5,000,009	$ 5,000,003
Number of Class A common stock subject to redemption		20,517,731	20,517,731	20,356,864	20,356,864	17,644,306
STATEMENTS OF OPERATIONS
Change in fair value of warrant liability		$ 466,499	$ 466,499		$ 236,500
Transaction Costs		(837,355)	(837,355)		(837,355)
Net loss		$ (453,099)	$ (453,099)		$ (2,061,769)
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption		18,952,768	18,952,768		20,323,974
Basic and diluted net earnings per share, common stock subject to possible redemption		$ 0.00	$ 0.00		$ 0.00
Weighted average non-redeemable common shares outstanding, basic and diluted		3,374,881	3,424,425		2,318,726
Basic and diluted net loss per non-redeemable common share					$ (0.89)
STATEMENT OF CASH FLOWS
Net loss			$ (453,099)		$ (2,061,770)
Allocation of initial public offering costs			837,356		837,356
Initial classification of warrant liability			13,602,000		13,602,000
Initial classification of common stock subject to possible redemption			204,793,060		204,793,060
Change in value of common stock subject to possible redemption			384,250		(1,224,420)
As Previously Reported \| Restatement of warrants as derivative liabilities
BALANCE SHEETS
Total Liabilities		$ 8,126,283	8,126,283	$ 9,219,008	9,219,008	$ 7,176,121
Class A Common Stock Subject to Possible Redemption		218,312,810	218,312,810	216,934,140	216,934,140	190,045,060
Additional Paid-in Capital		5,082,496	5,082,496	6,461,152	6,461,152	5,000,263
Accumulated Deficit		(83,243)	(83,243)	(1,461,914)	(1,461,914)	(1,000)
Stockholders' Equity Attributable to Parent		$ 5,000,010	$ 5,000,010	$ 5,000,009	$ 5,000,009	$ 5,000,003
Number of Class A common stock subject to redemption		21,831,281	21,831,281	21,693,414	21,693,414	19,004,506
STATEMENTS OF OPERATIONS
Net loss		$ (82,243)	$ (82,243)		$ (1,460,914)
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption			15,112,852		16,131,141
Basic and diluted net earnings per share, common stock subject to possible redemption		$ 0.00	$ 0.00		$ 0.00
Weighted average non-redeemable common shares outstanding, basic and diluted		5,952,197	3,895,358		4,542,198
Basic and diluted net loss per non-redeemable common share		$ (0.02)	$ (0.02)		$ (0.32)
STATEMENT OF CASH FLOWS
Net loss			$ (82,243)		$ (1,460,914)
Initial classification of common stock subject to possible redemption			218,395,060		218,395,060
Change in value of common stock subject to possible redemption			(82,250)		(1,460,920)
As Adjustments \| Restatement of warrants as derivative liabilities
BALANCE SHEETS
Warrant liability		$ 13,135,500	13,135,500	$ 13,365,500	13,365,500	$ 13,602,000
Total Liabilities		13,135,500	13,135,500	13,365,500	13,365,500	13,602,000
Class A Common Stock Subject to Possible Redemption		(13,135,500)	(13,135,500)	(13,365,500)	(13,365,500)	(13,602,000)
Additional Paid-in Capital		370,725	370,725	600,722	600,722	837,220
Accumulated Deficit		$ (370,856)	$ (370,856)	$ (600,855)	$ (600,855)	$ (837,356)
Number of Class A common stock subject to redemption		(1,313,550)	(1,313,550)	(1,336,550)	(1,336,550)	(1,360,200)
STATEMENTS OF OPERATIONS
Change in fair value of warrant liability		$ 466,499	$ 466,499		$ 236,500
Transaction Costs		(837,355)	(837,355)		(837,355)
Net loss		$ (370,856)	$ (370,856)		$ (600,855)
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption		18,952,768	3,839,915		4,192,832
Basic and diluted net earnings per share, common stock subject to possible redemption		$ 0.00	$ 0.00		$ 0.00
Weighted average non-redeemable common shares outstanding, basic and diluted		(2,577,316)	(470,933)		(2,223,472)
Basic and diluted net loss per non-redeemable common share			$ 0.02
STATEMENT OF CASH FLOWS
Net loss			$ (370,856)		$ (600,856)
Allocation of initial public offering costs			837,356		837,356
Initial classification of warrant liability			13,602,000		13,602,000
Initial classification of common stock subject to possible redemption			(13,602,000)		(13,602,000)
Change in value of common stock subject to possible redemption			466,500		236,500
Class A Common Stock
BALANCE SHEETS
Common Stock				$ 329	329
Stockholders' Equity Attributable to Parent				$ 329	$ 329
Number of Class A common stock subject to redemption	0			20,356,864	20,356,864
Class A Common Stock \| Restatement of warrants as derivative liabilities
BALANCE SHEETS
Common Stock		$ 313	313	$ 329	$ 329	$ 301
Class A Common Stock \| As Previously Reported \| Restatement of warrants as derivative liabilities
BALANCE SHEETS
Common Stock		182	182	196	196	165
Class A Common Stock \| As Adjustments \| Restatement of warrants as derivative liabilities
BALANCE SHEETS
Common Stock		$ 131	$ 131	133	133	$ 136
Class B Common Stock
BALANCE SHEETS
Common Stock				575	575
Stockholders' Equity Attributable to Parent				$ 575	$ 575

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -Basic and diluted net income per share calculation (Details) - USD ($)		12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Numerator: Earnings allocable to Common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account		$ 11,254
Less: Income taxes and franchise fees		$ (11,254)
Denominator: Weighted Average Common stock subject to possible redemption
Basic and diluted weighted average shares outstanding redemption		21,833,901
Basic and diluted net income per share	$ 0.00	$ 0.00
Basic and diluted weighted average shares outstanding Non Redeemable		2,318,726
Basic and diluted net loss per share	$ 0.00	$ (0.89)
Non-Redeemable Common Stock
Net loss	$ (1,000)	$ (2,061,769)
Non-Redeemable Net Loss	$ (1,000)	$ (2,061,769)

RELATED PARTY TRANSACTIONS (Details)					12 Months Ended
RELATED PARTY TRANSACTIONS (Details)	Oct. 31, 2020	Aug. 14, 2020 USD ($)	Feb. 06, 2020 shares	Jan. 10, 2020 USD ($) D $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Aug. 24, 2020 USD ($) shares
Related Party Transaction [Line Items]
Aggregate purchase price					$ 25,000
General and administrative services expense per month		$ 15,000
Related party transaction Converted notes Price per share upon consummation of a Business Combination \| $ / shares					$ 10.00
Unsecured promissory note
Related Party Transaction [Line Items]
Borrowings principal amount				$ 300,000
Due to related parties						$ 140,671
Maximum
Related Party Transaction [Line Items]
Related party transaction Converted notes upon consummation of a Business Combination					$ 1,000,000
Class B Common Stock
Related Party Transaction [Line Items]
Number of shares issued \| shares					5,750,000
Aggregate purchase price					$ 575
Sponsor
Related Party Transaction [Line Items]
Share dividend \| shares			0.15
Aggregate number of shares owned \| shares			5,750,000
Shares subject to forfeiture \| shares						750,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	22.03%
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares				$ 12.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D				20
Sponsor \| Maximum
Related Party Transaction [Line Items]
Shares subject to forfeiture \| shares				750,000
Sponsor \| Class B Common Stock
Related Party Transaction [Line Items]
Number of shares issued \| shares				5,000,000
Aggregate purchase price				$ 25,000
Accounts Payable and Accrued Liabilities
Related Party Transaction [Line Items]
Fees for administrative support					$ 66,774
Founder share [Member] \| Sponsor \| Class B Common Stock
Related Party Transaction [Line Items]
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D				30

COMMITMENTS AND CONTINGENCIES (Details)	12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details)	Dec. 31, 2020 USD ($) $ / shares	Oct. 16, 2020 USD ($)	Aug. 13, 2020 item
Loss Contingencies [Line Items]
Maximum number of demands for registration of securities \| item			3
Deferred underwriting fee payable	$ 8,050,000
Aggregate purchase price	$ 25,000
If there are only two advisors
Loss Contingencies [Line Items]
Cash fee payable, percentage		33.33%
Underwriting Agreement
Loss Contingencies [Line Items]
Deferred fee per unit \| $ / shares	$ 0.35
Deferred underwriting fee payable	$ 8,050,000
Forward Purchase Agreement
Loss Contingencies [Line Items]
Aggregate purchase price	$ 100,000,000
Commitment fee (in percent)	2.00%
Open Market or Privately Negotiated Transactions
Loss Contingencies [Line Items]
Aggregate purchase price	$ 85,000,000
Right of First Refusal
Loss Contingencies [Line Items]
Percentage of outstanding common stock of the post-business combination	5.00%
Maximum duration (in years)	3 years
Advisory Agreement
Loss Contingencies [Line Items]
Cash fee payable for financial advisory services		$ 7,350,000
Cash fee payable, percentage		50.00%
Threshold minimum percentage of gross proceeds of the total Securities sold in the Acquisition payable as cash fee		2.00%
Advisory services fee incurred	$ 0
Advisory Agreement \| If there are only two advisors
Loss Contingencies [Line Items]
Percentage of gross proceeds of the total Securities sold in the Acquisition payable as cash fee		4.50%
Advisory Agreement \| If there are only three advisors
Loss Contingencies [Line Items]
Percentage of gross proceeds of the total Securities sold in the Acquisition payable as cash fee		6.00%
Maximum
Loss Contingencies [Line Items]
Commitment carrying costs	1,000,000
Maximum \| Forward Purchase Agreement
Loss Contingencies [Line Items]
Commitment carrying costs	100,000,000
Additional financing amount	$ 400,000,000

INITIAL PUBLIC OFFERING	12 Months Ended
INITIAL PUBLIC OFFERING	Dec. 31, 2020
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, inclusive of 3,000,000 Units sold to the underwriters on August 24, 2020 upon the underwriters’ election to fully exercise their option to purchase additional Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one 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 9).

PRIVATE PLACEMENT	12 Months Ended
PRIVATE PLACEMENT	Dec. 31, 2020
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Nomura purchased an aggregate of 650,000 Private Placement Units at a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $6,500,000. Each Private Placement Unit consists of one share of Class A common stock (“Private Placement Share”) and one-half of one redeemable warrant (“Private Placement Warrant”). Each whole Private Placement 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 9). A portion of the proceeds from the Private Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account. The Private Placement Units are identical to the Public Units sold in the Initial Public Offering, except as described in Note 9. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and underlying securities will be worthless.

RELATED PARTY TRANSACTIONS	12 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2020
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On January 10, 2020, the Sponsor purchased 5,000,000 shares (the “Founder’s Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. Subsequently, on February 6, 2020, the Company effected a stock dividend of 0.15 share for each Founder’s Share outstanding, resulting in the Sponsor holding an aggregate of 5,750,000 Founder’s Shares. All share and per-share amounts have been retroactively restated to reflect the stock dividend. The Founder’s Shares included an aggregate of up to 750,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the initial stockholders (including Nomura) would own, on an as-converted basis, 22.03% of the Company’s issued and outstanding shares after the Initial Public Offering (including the Private Placement Shares and assuming the initial stockholders do not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to exercise their over-allotment option in full on August 24, 2020, the 750,000 Founder’s Shares are no longer subject to forfeiture. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder’s Shares until the earlier to occur of: (A) six months after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 30 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On January 10, 2020, the Company issued the Promissory Note to Lionheart Equities, LLC, the Sponsor, pursuant to which the Company could borrow up to an aggregate amount of $300,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non-interest bearing and payable on the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $140,671 was repaid on August 24, 2020. Administrative Services Agreement The Company entered into an agreement whereby, commencing on the August 14, 2020, the Company will pay the Sponsor a total of $15,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2020, the Company incurred and paid $66,774 in fees for these services. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1 million of such Working Capital Loans may be convertible into units identical to the Private Placement Units at a price of $10.00 per unit.

PERMANENT EQUITY AND TEMPORARY EQUITY	12 Months Ended
PERMANENT EQUITY AND TEMPORARY EQUITY	Dec. 31, 2020
PERMANENT EQUITY AND TEMPORARY EQUITY
PERMANENT EQUITY AND TEMPORARY EQUITY	NOTE 8. PERMANENT EQUITY AND TEMPORARY EQUITY Preferred Stock— On January 30, 2020, the Company amended Certificate of Incorporation such that the Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. At December 31, 2020 and 2019, there were no shares of preferred stock issued or outstanding. The Company had no authorized, issued or outstanding shares of preferred stock. Class A Common Stock— On January 30, 2020, the Company amended its Certificate of Incorporation such that 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 and 2019, there were 3,293,136 and no shares of Class A common stock issued and outstanding, excluding 20,356,864 and no shares of Class A common stock subject to possible redemption, respectively. Class B Common Stock— On January 30, 2020, the Company amended its Certificate of Incorporation such that the Company is authorized to issue 10,000,000 shares of 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 and 2019, there were 5,750,000 and no shares of common stock issued and outstanding, respectively. Holders of Class A common stock and Class B common stock are entitled to one vote for each share. Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination).

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2020
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than described below and in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 21, 2021, the Sponsor committed up to $750,000 in loans to the Company for continuing operations to consummate a business combination. The loans are non-interest bearing, unsecured, and to be repaid upon the consummation of a business combination. In the event that a business combination does not occur, then all loaned amounts under this commitment will be forgiven except to the extent that the Company has funds available to it outside the trust account.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - shares		12 Months Ended
	Aug. 24, 2020	Dec. 31, 2020	Aug. 18, 2020
Sale of Units, net of underwriting discounts (in shares)		23,000,000
Over-allotment option
Sale of Units, net of underwriting discounts (in shares)	3,000,000
Private Placement \| Private Placement Warrants
Sale of Private Placement Warrants (in shares)		650,000	650,000
Class A Common Stock
Sale of Units, net of underwriting discounts (in shares)		23,000,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	Dec. 31, 2020 USD ($) shares
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Unrecognized tax benefits	$ 0
Unrecognized tax benefits accrued for interest and penalties	$ 0
Anti-dilutive securities attributable to warrants (in shares) \| shares	11,825,000
Cash, FDIC Insured Amount	$ 250,000

INITIAL PUBLIC OFFERING (Details) - $ / shares				12 Months Ended
INITIAL PUBLIC OFFERING (Details) - $ / shares	Aug. 24, 2020	Aug. 20, 2020	Aug. 18, 2020	Dec. 31, 2020	Oct. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Number of units sold (in shares)				23,000,000
Number of warrants in a unit				1
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold (in shares)		23,000,000	20,000,000
Purchase price, per unit			$ 10.00	$ 10.00	$ 10.00
Initial Public Offering \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit	1
Number of warrants in a unit	0.5
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold (in shares)	3,000,000
Purchase price, per unit	$ 10.00		$ 10.00

PRIVATE PLACEMENT (Details) - USD ($)		12 Months Ended
PRIVATE PLACEMENT (Details) - USD ($)	Aug. 18, 2020	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price		$ 6,500,000
Number of warrants in a unit		1
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	650,000	650,000
Price of warrants	$ 10.00	$ 10.00
Aggregate purchase price	$ 6,500,000	$ 6,500,000
Number of shares per warrant		1
Exercise price of warrant		$ 11.50

PERMANENT EQUITY AND TEMPORARY EQUITY - Preferred Stock Shares (Details) - $ / shares	Dec. 31, 2020	Jan. 30, 2020	Dec. 31, 2019
PERMANENT EQUITY AND TEMPORARY EQUITY
Preferred shares, shares authorized	1,000,000	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0		0
Preferred shares, shares outstanding	0		0

PERMANENT EQUITY AND TEMPORARY EQUITY - Common Stock Shares (Details)	12 Months Ended
	Dec. 31, 2020 $ / shares shares	Jan. 30, 2020 Vote $ / shares shares	Dec. 31, 2019 $ / shares shares
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	100,000,000	100,000,000	100,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, votes per share \| Vote		1
Common shares, shares issued (in shares)	3,293,136		0
Common shares, shares outstanding (in shares)	1,956,586		0
Class A common stock subject to possible redemption, issued (in shares)	20,356,864		0
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	10,000,000	10,000,000	10,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, votes per share \| Vote		1
Common shares, shares issued (in shares)	5,750,000		0
Common shares, shares outstanding (in shares)	5,750,000		0
Ratio to be applied to the stock in the conversion	20

WARRANT LIABILITY (Details)	12 Months Ended
WARRANT LIABILITY (Details)	Dec. 31, 2020 D $ / shares
Warrants
Class of Warrant or Right [Line Items]
Maximum period after business combination in which to file registration statement	30 days
Period of time within which registration statement is expected to become effective	60 days
Private Placement Warrants
Class of Warrant or Right [Line Items]
Restrictions on transfer period of time after business combination completion	30 days
Public Warrants
Class of Warrant or Right [Line Items]
Warrant exercise period condition one	30 days
Warrant exercise period condition two	12 months
Public Warrants expiration term	5 years
Share price trigger used to measure dilution of warrant	$ 9.20
Warrant exercise price adjustment multiple	115
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Warrant redemption condition minimum share price	$ 18.00
Redemption price per public warrant (in dollars per share)	$ 0.01
Threshold trading days for redemption of public warrants \| D	20
Threshold consecutive trading days for redemption of public warrants \| D	30
Redemption period	30 days

INCOME TAX - Company's net deferred tax assets (liability) (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Components of Deferred Tax Assets and Liabilities [Abstract]
Net operating loss carryforward	$ 306,991	$ 210
Total deferred tax assets	306,991	210
Valuation allowance	$ (306,991)	$ (210)

INCOME TAX - Components of Company's income tax provision (Details) - USD ($)		12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Federal
Deferred	$ (210)	$ (306,781)
Change in valuation allowance	$ 210	$ 306,781

INCOME TAX - Effective Tax Reconciliation (Details)	12 Months Ended
INCOME TAX - Effective Tax Reconciliation (Details)	Dec. 31, 2020	Dec. 31, 2019
INCOME TAX
Statutory federal income tax rate	21.00%	21.00%
State taxes, net of federal tax benefit	0.00%	0.00%
Change in fair value of warrant liability	(6.10%)
Valuation allowance	(14.90%)	(21.00%)
Income tax provision	0.00%	0.00%

INCOME TAX - Additional information (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
US Federal
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	$ 1,461,863
State
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards		$ 1,000

FAIR VALUE MEASUREMENTS (Details)	Dec. 31, 2020 USD ($)
Assets:
Marketable securities held in Trust Account	$ 230,011,254
Liabilities:
Warrant liability	13,365,500
Level 1 \| Recurring
Assets:
Marketable securities held in Trust Account	230,011,254
Level 1 \| Public Warrants \| Recurring
Liabilities:
Warrant liability	12,995,000
Level 3 \| Private Placement Warrants \| Recurring
Liabilities:
Warrant liability	$ 370,500

FAIR VALUE MEASUREMENTS - Monte Carlo Simulation Model (Details)	Dec. 31, 2020 D $ / shares	Sep. 30, 2020 D $ / shares	Aug. 13, 2020 D $ / shares
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	0.51	0.38	0.42
Trading days per year
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input \| D	252	252	252
Expected volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	15.8	20.4	20.6
Exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	11.50	11.50	11.50
Stock Price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	10.08	9.41	9.43

SUBSEQUENT EVENTS (Details)	Feb. 21, 2021 USD ($)
Sponsor \| Subsequent Event
Subsequent Event [Line Items]
Debt Instrument, Face Amount	$ 750,000