0001213900-21-063424 | 10-K/A | XBRL Viewer | Ventoux CCM Acquisition Corp

Description

December 31,
2020

Investments held in Trust Account – U.S. Treasury Securities Money Market Fund

Liabilities:

Warrant Liabilities – Private Warrants

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Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2020	Dec. 03, 2021	Jun. 30, 2020
Document Information Line Items
Entity Registrant Name	Ventoux CCM Acquisition Corp.
Document Type	10-K/A
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		21,562,500
Entity Public Float			$ 0
Amendment Flag	true
Amendment Description	References throughout this Amendment No. 2 to the Annual Report on Form 10-K to “we,” “us,” the “Company” or “our company” are to Ventoux CCM Acquisition Corp. unless the context otherwise indicates. This Amendment No. 2 (“Amendment No. 2”) to the Annual Report on Form 10-K/A amends Amendment No. 1 to the Annual Report on Form 10-K/A of Ventoux CCM Acquisition Corp., as of and for the period ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on June 22, 2021 (the “First Amended Filing”). The Company has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable common stock, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering (the “initial public offering”) on December 30, 2020. Historically, a portion of the Public Shares were classified as permanent equity to maintain stockholders’ equity greater than $5 million on the basis that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Company’s amended and restated certificate of incorporation (the “Charter”). Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary equity. In addition, in connection with the change in presentation for the Public Shares, the Company determined it should restate its earnings per share calculation to allocate income and losses shared pro rata between the two classes of common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income and losses of the Company. On December 2, 2021, the Audit Committee of the Board of Directors of the Company (the “Audit Committee”) concluded, after discussion with the Company’s management that the Company’s previously issued (i) audited balance sheet as of December 30, 2020 (the "Post IPO Balance Sheet"), (ii) audited financial statements as of December 30, 2020 and for the year ended December 31, 2020 (the “FY 2020 Financial Statements”) included in the 2020 Form 10-K/A No. 1; (iii) unaudited interim financial statements as of and for the quarterly period ended March 31, 2021 (the “Q1 2021 Financial Statements”) included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on June 22, 2021; and (iv) unaudited interim financial statements as of and for the three and six months ended June 30, 2021 (the “Q2 2021 Financial Statements”) included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 12, 2021 (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company will restate its financial statements for the Affected Periods. The Post IPO Balance Sheet and the FY 2020 Financial Statements are being restated in this Amendment No. 2 and the Q1 2021 Financial Statements and Q2 2021 Financial Statements will be restated in an amendment to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, to be filed with the SEC (the “Q3 Form 10-Q/A”). The restatement does not have an impact on the Company’s cash position. The Company’s management has concluded that a material weakness remains in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness will be described in Item 9A. For the convenience of the reader, this Amendment sets forth the Original Filing in its entirety, as amended to reflect the restatement. No attempt has been made in this Form 10-K/A to update other disclosures presented in the Original Filing, except as required to reflect the effects of the restatement. The following items have been amended as a result of the restatement: Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations Part II, Item 8. Financial Statements and Supplementary Data Part II, Item 9A Controls and Procedures Part IV, Item 15. Exhibit and Financial statement Schedules In addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing in connection with this Amendment No. 2 (Exhibits 31.1, 31.2, 32.1 and 32.2). Except as described above, no other information included in the Annual Report on Form 10-K of Ventoux CCM Acquisition Corp., as of and for the period ended December 31, 2020, as filed with the SEC on March 30, 2021 (the “Original Filing”) or the First Amended Filing is being amended or updated by this Amendment No. 2 and, other than as described herein, this Amendment No. 2 does not purport to reflect any information or events subsequent to the Original Filing or the First Amended Filing. We have not amended our previously filed Quarterly Reports on Form 10-Q for the periods affected by the restatement or the Current Report on Form 8-K with which the Post IPO Balance Sheet was originally filed as an exhibit. This Amendment No. 2 continues to describe the conditions as of the date of the Original Filing or the First Amended Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Filing or the First Amended Filing. This Amendment No. 2 (“Amendment No. 2”) to the Annual Report on Form 10-K/A amends Amendment No. 1 to the Annual Report on Form 10-K/A of Ventoux CCM Acquisition Corp., as of and for the period ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on June 22, 2021 (the “First Amended Filing”). The Company has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable common stock, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering (the “initial public offering”) on December 30, 2020. Historically, a portion of the Public Shares were classified as permanent equity to maintain stockholders’ equity greater than $5 million on the basis that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Company’s amended and restated certificate of incorporation (the “Charter”). Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary equity. In addition, in connection with the change in presentation for the Public Shares, the Company determined it should restate its earnings per share calculation to allocate income and losses shared pro rata between the two classes of common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income and losses of the Company. On December 2, 2021, the Audit Committee of the Board of Directors of the Company (the “Audit Committee”) concluded, after discussion with the Company’s management that the Company’s previously issued (i) audited balance sheet as of December 30, 2020 (the "Post IPO Balance Sheet"), (ii) audited financial statements as of December 30, 2020 and for the year ended December 31, 2020 (the “FY 2020 Financial Statements”) included in the 2020 Form 10-K/A No. 1; (iii) unaudited interim financial statements as of and for the quarterly period ended March 31, 2021 (the “Q1 2021 Financial Statements”) included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on June 22, 2021; and (iv) unaudited interim financial statements as of and for the three and six months ended June 30, 2021 (the “Q2 2021 Financial Statements”) included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 12, 2021 (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company will restate its financial statements for the Affected Periods. The Post IPO Balance Sheet and the FY 2020 Financial Statements are being restated in this Amendment No. 2 and the Q1 2021 Financial Statements and Q2 2021 Financial Statements will be restated in an amendment to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, to be filed with the SEC (the “Q3 Form 10-Q/A”). The restatement does not have an impact on the Company’s cash position. The Company’s management has concluded that a material weakness remains in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness will be described in Item 9A. For the convenience of the reader, this Amendment sets forth the Original Filing in its entirety, as amended to reflect the restatement. No attempt has been made in this Form 10-K/A to update other disclosures presented in the Original Filing, except as required to reflect the effects of the restatement. The following items have been amended as a result of the restatement: Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations Part II, Item 8. Financial Statements and Supplementary Data Part II, Item 9A Controls and Procedures Part IV, Item 15. Exhibit and Financial statement Schedules In addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing in connection with this Amendment No. 2 (Exhibits 31.1, 31.2, 32.1 and 32.2). Except as described above, no other information included in the Annual Report on Form 10-K of Ventoux CCM Acquisition Corp., as of and for the period ended December 31, 2020, as filed with the SEC on March 30, 2021 (the “Original Filing”) or the First Amended Filing is being amended or updated by this Amendment No. 2 and, other than as described herein, this Amendment No. 2 does not purport to reflect any information or events subsequent to the Original Filing or the First Amended Filing. We have not amended our previously filed Quarterly Reports on Form 10-Q for the periods affected by the restatement or the Current Report on Form 8-K with which the Post IPO Balance Sheet was originally filed as an exhibit. This Amendment No. 2 continues to describe the conditions as of the date of the Original Filing or the First Amended Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Filing or the First Amended Filing. Accordingly, this Amendment No. 2 should be read in conjunction with the Original Filing and the First Amended Filing and with our filings with the SEC subsequent to the Original Filing.
Entity Central Index Key	0001822145
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Entity File Number	001-39830
Entity Incorporation, State or Country Code	DE
Entity Interactive Data Current	Yes

Balance Sheets - USD ($)

Dec. 31, 2020

Dec. 31, 2019

Current assets

Cash

$ 1,071,253

$ 25,000

Prepaid expenses

29,200

Total Current Assets

1,100,453

25,000

Cash held in Trust Account

151,500,000

TOTAL ASSETS

152,600,453

25,000

Current liabilities

Accrued expenses

18,123

1,450

Advances from related parties

120,005

Total Current Liabilities

138,128

1,450

Warrant liabilities

7,320,000

Total Liabilities

7,458,128

1,450

Commitments and Contingencies

Common stock subject to possible redemption, 15,000,000 and 0 shares as of December 31, 2020 and 2019 (at $10.10 per share), respectively

151,500,000

Stockholders’ Equity

Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding

Common stock, $0.0001 par value; 50,000,000 shares authorized; 4,312,500 shares issued and outstanding (excluding 15,000,000 and 0 shares subject to possible redemption) as of December 31, 2020 and 2019, respectively

^[1]

431

Additional paid-in capital

24,569

Accumulated deficit

(6,358,106)

(1,450)

Total Stockholders’ Equity

(6,357,675)

23,550

Total Liabilities and Stockholders’ Equity

$ 152,600,453

$ 25,000

[1]

These numbers include up to 562,500 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On January 5, 2021, the underwriters fully exercised the over-allotment option; thus, these shares are no longer subject to forfeiture.

Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Common stock subject to possible redemption	15,000,000	0
Common stock subject to possible redemption, per share (in Dollars per share)	$ 10.10	$ 10.10
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	4,312,500	4,312,500
Common stock, shares outstanding	4,312,500	4,312,500

Statements of Operations - USD ($)	6 Months Ended	12 Months Ended
Statements of Operations - USD ($)	Dec. 31, 2019	Dec. 31, 2020
Statement of Financial Position [Abstract]
Formation and operational costs	$ 1,450	$ 18,208
Loss from operations	(1,450)	(18,208)
Other expense:
Change in fair value of warrant liabilities		(180,000)
Loss on initial issuance of private warrants		(1,140,000)
Transaction costs allocable to warrant liabilities		(24,853)
Other expense, net		(1,344,853)
Net loss	$ (1,450)	$ (1,363,061)
Weighted average shares outstanding of common stock (in Shares)	3,750,000	4,119,863
Basic and diluted net loss per share, common stock (in Dollars per share)	$ 0.00	$ (0.33)

Statements of Changes in Stockholders’ Equity - USD ($)

Common Stock

Additional Paid-in Capital

Accumulated Deficit

Total

Balance at Jul. 09, 2019

Balance (in Shares) at Jul. 09, 2019

Issuance of common stock to Initial Stockholders

^[1]

$ 431

24,569

25,000

Issuance of common stock to Initial Stockholders (in Shares)

^[1]

4,312,500

Net loss

(1,450)

Balance at Dec. 31, 2019

$ 431

24,569

(1,450)

23,550

Balance (in Shares) at Dec. 31, 2019

4,312,500

Allocation of Initial Public Offering to public warrants

8,925,000

Allocation of Initial Public Offering to public rights

6,375,000

Accretion for common stock subject to redemption amount

(15,324,569)

(4,993,595)

(20,318,164)

Net loss

(1,363,061)

Balance at Dec. 31, 2020

$ 431

$ (6,358,106)

$ (6,357,675)

Balance (in Shares) at Dec. 31, 2020

4,312,500

[1]

This number includes up to 562,500 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On January 5, 2021, the underwriters fully exercised the over-allotment option; thus, these shares are no longer subject to forfeiture.

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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+ Details

Statements of Cash Flows - USD ($)	6 Months Ended	12 Months Ended
Statements of Cash Flows - USD ($)	Dec. 31, 2019	Dec. 31, 2020
Cash Flows from Operating Activities:
Net loss	$ (1,450)	$ (1,363,061)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liabilities		180,000
Loss on initial issuance of private warrants		1,140,000
Transaction costs allocable to warrant liabilities		24,853
Changes in operating assets and liabilities:
Prepaid expenses		(29,200)
Accrued expenses	1,450	16,673
Net cash used in operating activities		(30,735)
Cash Flows from Investing Activities:
Investment of cash into Trust Account		(151,500,000)
Net cash used in investing activities		(151,500,000)
Cash Flows from Financing Activities:
Proceeds from issuance of common stock to Sponsor	25,000
Proceeds from sale of Units, net of underwriting discounts paid		147,000,000
Proceeds from sale of Private Warrants		6,000,000
Advances from related parties		2,520,005
Repayment of advances from related parties		(2,400,000)
Proceeds from promissory note – related party		145,000
Repayment of promissory note – related party		(151,812)
Payment of offering costs		(536,205)
Net cash provided by financing activities	25,000	152,576,988
Net Change in Cash	25,000	1,046,253
Cash – Beginning of period		25,000
Cash – End of period	25,000	1,071,253
Non-cash Investing and Financing Activities:
Initial classification of common stock subject to possible redemption		151,500,000
Offering costs paid through promissory note		$ 6,812

Description of Organization and Business Operations

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Ventoux CCM Acquisition Corp. (formerly known as Chardan Global Acquisition Corp.) (the “Company”) was incorporated in Delaware on July 10, 2019. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities that the Company has not yet identified (a “Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, 2020, the Company had not commenced any operations. All activity through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a 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 December 23, 2020. On December 30, 2020, the Company consummated the Initial Public Offering of 15,000,000 Units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $150,000,000, which is described in Note 4.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 warrants (the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to Ventoux Acquisition Holdings LLC (“Ventoux Acquisition”), the co-sponsor and an affiliate of certain of the Company’s officers and directors, and Chardan International Investments, LLC (“Chardan Investments”), the co-sponsor and an affiliate of certain of the Company’s directors and Chardan Capital Markets, LLC, generating gross proceeds of $6,000,000, which is described in Note 5.

Transaction costs amounted to $3,543,017, consisting of $3,000,000 in cash underwriting fees and $543,017 of other offering costs.

Following the closing of the Initial Public Offering on December 30, 2020, an amount of $151,500,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (the “Trust Account”), to be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 183 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account as described below.

On December 29, 2020, the underwriters notified the Company of their intent to fully exercise their over-allotment option. Closing of the over-allotment option occurred on January 5, 2021, when the Company consummated the sale of an additional 2,250,000 Units, at $10.00 per Unit, and the sale of an additional 675,000 Private Warrants, at $1.00 per Private Warrant, generating total gross proceeds of $23,175,000. A total of $22,725,000 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $174,225,000. Transaction costs related to the underwriters’ exercise of their over-allotment option were $450,000, consisting of underwriting fees. As a result of the underwriters’ election to exercise their over-allotment option in full, 562,500 Founder Shares (as defined in Note 5) are no longer subject to forfeiture.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (net of amounts previously released to the Company to pay its tax obligations) at the time of the signing an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its 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 Company may require stockholders to vote for or against the Business Combination to be able to redeem their shares, and stockholders who do not vote, or who abstain from voting, on the Business Combination will not be able to redeem their shares. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.10 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s rights or warrants.

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding 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, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other 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, Ventoux Acquisition, Chardan Investments and any other initial stockholders of the Company’s common stock prior to the Initial Public Offering (collectively, the “Initial Stockholders”) have agreed to (a) vote their Founder Shares and any Public Shares held by them in favor of a Business Combination and (b) not to convert any shares (including Founder Shares) in connection with a stockholder vote to approve a Business Combination or sell any such shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.

Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a 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 in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming their shares with respect to more than an aggregate of 20% of the Public Shares.

The Company will have until March 30, 2022 to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination by March 30, 2022, the Company may extend the period of time to consummate a Business Combination one time by an additional three months (until June 30, 2022) to complete a Business Combination (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Initial Stockholders or their affiliates or designees must deposit into the Trust Account $1,725,000 (due to the exercise in full of the underwriters’ over-allotment option) ($0.10 per Public Share), on or prior to the date of the applicable deadline.

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 no more than five business days thereafter, redeem 100% of the outstanding 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 (net of taxes payable), 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The proceeds deposited in the Trust Account could, however, become subject to claims of creditors.

The Initial Stockholders have agreed to (i) waive their redemption rights with respect to Founder Shares and any Public Shares they may acquire during or after the Initial Public Offering in connection with the consummation of a Business Combination, (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to consummate a Business Combination within the Combination Period and (iii) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders an opportunity to redeem their Public Shares in conjunction with any such amendment. However, the Initial Stockholders will be entitled to liquidating distributions with respect to any Public Shares acquired if the Company fails to consummate a Business Combination or liquidates within the Combination Period.

In order to protect the amounts held in the Trust Account, certain of the Initial Stockholders (the “Insiders”) have agreed to be liable to the Company if and to the extent any claims by a vendor 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 $10.10 per share, except as to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Insiders 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 Insiders will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Going Concern and Liquidity

As of December 31, 2020, the Company had $1,071,253 in its operating bank accounts, $151,500,000 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital of $962,325.

If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through March 30, 2022, the scheduled liquidation date of the Company if it does not complete a Business Combination prior to such date. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Restatement of Previously Issued Financial Statements

12 Months Ended

Dec. 31, 2020

Condensed Financial Information Disclosure [Abstract]

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company concluded it should restate its previously issued financial statements by amending Amendment No. 1 to its Annual Report on Form 10-K/A, filed with the SEC on June 24, 2021, to classify all common stock subject to possible redemption in temporary equity. In accordance with ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its common stock in permanent equity, or total stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable common stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Also, in connection with the change in presentation for the common stock subject to possible redemption, the Company also revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share evenly to all common stock. As a result, the Company restated its previously filed financial statements to present all redeemable common stock as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. The Company’s previously filed financial statements that contained the error were initially reported in the Company’s Form 8-K filed with the SEC on January 6, 2021 (the “Post-IPO Balance Sheet”) and the Company’s Annual Report on 10-K for the annual period ended December 31, 2020, which were previously restated in the Company’s Amendment No. 1 to its Form 10-K as filed with the SEC on June 22, 2021, as well as the Form 10-Qs for the quarterly periods ended March 31, 2021 and June 30, 2021 (the “Affected Periods”). These financial statements restate the Company’s previously issued audited financial statements covering the periods through December 31, 2020. The Company’s unaudited financial statements for the quarterly periods ended March 31, 2021 and June 30, 2021 will be restated in an amendment to the Company’s Form 10-Q/A for the quarterly period ended September 30, 2021 to be filed with the SEC. Refer to Note 3 and Note 8 which have been updated to reflect the restatement contained in this Annual Report.

Impact of the Restatement

The impact of the restatement on the Post IPO Balance Sheet as of December 30, 2020 is presented below.

Balance Sheet as of December 30, 2020	As Reported As Previously Restated in 10-K/A Amendment No. 1			Adjustment			As Restated
Common stock subject to possible redemption	$	140,340,442		$	11,159,558			151,500,000
Common stock	$	541		$	(110	)		431
Additional paid-in capital	$	6,165,853		$	(6,165,853	)		—
Retained earnings	$	(1,166,388	)	$	(4,993,598	)		(6,159,986	)
Total Stockholders’ Equity (Deficit)	$	5,000,006		$	(11,159,561	)		(6,159,555	)
Number of shares subject to redemption		13,895,093			1,104,907			15,000,000

The impact of the restatement on the audited balance sheet as of December 31, 2020 is presented below:

Balance Sheet as of December 31, 2020	As Reported As Previously Restated in 10-K/A Amendment No. 1			Adjustment			As Restated
Common stock subject to possible redemption	$	140,142,318		$	11,357,682		$	151,500,000
Common stock	$	544		$	(113	)	$	431
Additional paid-in capital	$	6,363,974		$	(6,363,974	)	$	—
Retained earnings	$	(1,364,511	)	$	(4,993,595	)	$	(6,358,106	)
Total Stockholders’ Equity (Deficit)	$	5,000,007		$	(11,357,682	)	$	(6,357,675	)
Number of shares subject to redemption		13,875,477			1,124,523			15,000,000

The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per common stock is presented below for the period ended December 31, 2020:

Statement of Operations for the Period ended December 31, 2020	As Reported As Previously Restated in 10-K/A Amendment No. 1			Adjustment			As Restated
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption		15,000,000			(15,000,000	)		—
Basic and diluted net income per share, common stock subject to possible redemption	$	—		$	—		$	—
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		3,750,000			(3,750,000	)		—
Basic and diluted net loss (income) per share, Non-redeemable common stock	$	(0.36	)	$	0.36		$	—
Weighted average shares outstanding of common stock		—			4,119,863			4,119,863
Basic and diluted net loss per share, common stock	$	—		$	(0.33 )		$	(0.33	)

The impact of the restatement on the audited Statement of Shareholders’ Equity (Deficit) is presented below:

Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Period Ended December 31, 2020
Sale of 15,000,000 Units, net of underwriter discounts and offering expenses	$	146,481,836		$	(146,481,836	)	$	—
Initial value of common stock subject to redemption	$	(140,142,318	)	$	140,142,318		$	—
Accretion for common stock subject to redemption amount	$	—		$	(5,018,164	)	$	(5,018,164	)
Total Stockholders’ Equity (Deficit)	$	5,000,007		$	(11,357,682	)	$	(6,357,675	)

The impact of the restatement to the previously reported as restated statement of cash flows for the period ended December 31, 2020, is presented below:

Condensed Statement of Cash Flows for the period through December 31, 2020
Non-cash Investing and Financing Activities:
Initial classification of common stock subject to possible redemption	$	140,340,442		$	11,159,558	$	151,500,000
Change in value of common stock subject to possible redemption	$	(198,124	)	$	198,124	$	—

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for as of and for the year ended December 31, 2020 are restated in this Annual Report on Form 10-K/A (Amendment No. 1) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement.

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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. 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 had no cash equivalents as of December 31, 2020 and 2019.

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, there are 15,000,000 common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

At December 31, 2020, the common stock reflected in the balance sheet are reconciled in the following table:

Gross proceeds	$	150,000,000
Less:
Proceeds Allocated to Public Warrants		(8,925,000	)
Proceeds Allocated to Public Rights		(6,375,000	)
Common stock issuance costs		(3,518,164	)
Plus:
Accretion of carrying value to redemption value		20,318,164

Common stock subject to possible redemption	$	151,500,000

Offering Costs

Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $3,518,164 were charged against the carrying value of common stock upon the completion of the Initial Public Offering and $24,853 were charged to the statement of operations upon the completion of the Initial Public Offering.

Derivative Warrant Liabilities

The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The Company accounts for the Private Warrants in accordance with the guidance contained in ASC 815-40 under which the Private Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Private Warrants as liabilities at their fair value and adjusts the Private Warrants to fair value at 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 for periods where no observable traded price was available are valued using a Modified Black-Scholes model. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Income Taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. 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 and 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception.

Net Loss Per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period.

The calculation of diluted income (loss) per common stock does not consider the effect of (1) warrants sold in the Initial Public Offering to purchase 15,300,000 common stock, and (2) rights sold in the Initial Public Offering that convert into 862,500 common stock, in the calculation of diluted loss per share, since the exercise of warrants and the conversion of the rights into shares of common stock are contingent upon the occurrence of future events. Accretion associated with the redeemable common stock is excluded from earnings per share as the redemption value approximates fair value. As of December 31, 2020, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the period presented.

The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts):

	For the Year ended December 31, 2020			For the Period July 10, 2019 (Inception) Through December 31, 2019
	Common Stock
Basic and diluted net loss per common stock
Numerator:	$	(1,363,061	)	$	(1,450	)
Allocation of net loss
Denominator:
Basic and diluted weighted average common stock outstanding		3,971,096			3,750,000
Basic and diluted net loss per common stock		(0.36	)		—

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2020 and 2019, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, except for the Private Warrants (see Note 11).

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.

Recent Accounting Standards

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

Initial Public Offering

12 Months Ended

Dec. 31, 2020

Initial Public Offering [Abstract]

INITIAL PUBLIC OFFERING

NOTE 4. INITIAL PUBLIC OFFERING

In connection with the Initial Public Offering on December 30, 2020, the Company sold 15,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock, one right to receive one-twentieth (1/20) of one share of common stock upon the consummation of a Business Combination and one warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one-half of one share of common stock at an exercise price of $11.50 per share (see Note 7).

Private Placement

12 Months Ended

Dec. 31, 2020

Private Placement [Abstract]

PRIVATE PLACEMENT

NOTE 5. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, Ventoux Acquisition purchased an aggregate of 4,000,000 Private Warrants and Chardan Investments purchased an aggregate of 2,000,000 Private Warrants, at $1.00 per Private Warrant resulting in combined aggregate purchase price of $6,000,000 in a private placement. Ventoux Acquisition purchased an additional 450,000 Private Warrants and Chardan Investments purchased an additional 225,000 Private Warrants, at a price of $1.00 per Private Warrant, or $675,000 in the aggregate, upon the full exercise of the over-allotment option (see Note 10). Each Private Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Warrants.

Related Party Transactions

12 Months Ended

Dec. 31, 2020

RELATED PARTY TRANSACTIONS

NOTE 6. RELATED PARTY TRANSACTIONS

Founder Shares

On September 19, 2019, Chardan Investments purchased 5,000,000 shares (the “Founder Shares”) for an aggregate price of $25,000. On July 23, 2020, Chardan Investments sold 3,250,000 Founder Shares back to the Company for an aggregate price of $16,250. On August 25, 2020, Chardan Investments transferred 256,375 Founder Shares back to the Company for nominal consideration, which shares were cancelled, resulting in Chardan Investments holding a balance of 1,493,625 Founder Shares. On July 23, 2020, Ventoux Acquisition purchased 3,250,000 Founder Shares from the Company for an aggregate price of $16,250. On August 25, 2020, Ventoux Acquisition transferred 431,125 Founder Shares back to the Company for nominal consideration, which shares were cancelled. On December 15, 2020, Ventoux Acquisition transferred 22,500 Founder Shares to Cindat USA LLC, an affiliate of one of the Company’s directors, and, on December 17, 2020, Ventoux Acquisition transferred an aggregate of 67,500 Founder Shares to three of the Company’s directors. As of the date hereof, Ventoux Acquisition holds 2,728,875 Founder Shares.

The 4,312,500 Founder Shares included an aggregate of up to 562,500 shares subject to forfeiture by the Initial Stockholders to the extent that the underwriters’ over-allotment were not exercised in full or in part, so that the Initial Stockholders would collectively own approximately 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Initial Stockholders do not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to fully exercise their over-allotment option, the Founder Shares are no longer subject to forfeiture (see Note 10). All share and per-share amounts have been retroactively restated.

The Initial Stockholders have agreed that, subject to certain limited exceptions, 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) six months after the date of the consummation of a Business Combination or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination and the remaining 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until six months after the date of the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Administrative Services Agreement

The Company entered into an agreement, commencing on December 23, 2020 through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay Chardan Capital Markets, LLC a total of $10,000 per month for office space, utilities and secretarial support. As of December 31, 2020, there were no amounts incurred under this agreement.

Promissory Note — Related Party

On August 20, 2020, the Company issued an unsecured promissory note to Ventoux Acquisition (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $250,000. The Promissory Note was non-interest bearing and payable promptly after (i) the date on which the consummation of the Initial Public Offering or (ii) the date on which it is determined not to consummate the Initial Public Offering. The outstanding balance under the Promissory Note of $151,812 was repaid in full on December 31, 2020.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Initial Stockholders, an affiliate of the Initial Stockholders, or the Company’s officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Warrants. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Working Capital Loans made by Chardan Capital Markets, LLC or any of its related persons will not be convertible into Private Warrants and Chardan Capital Markets, LLC and its related persons will have no recourse with respect to their ability to convert their Working Capital Loans into Private Warrants. As of December 31, 2020 and 2019, no Working Capital Loans were outstanding.

Related Party Extension Loans

As discussed in Note 1, the Company may extend the period of time to consummate a Business Combination one time, for an additional three months (until June 30, 2022) to complete a Business Combination. In order to extend the time available for the Company to consummate a Business Combination, the Initial Stockholders or their affiliates or designees must deposit into the Trust Account $1,725,000 (due to the exercise in full of the underwriters’ over-allotment option), or $0.10 per Public Share, on or prior to the date of the applicable deadline. Any such payments would be made in the form of a loan. The terms of the promissory note to be issued in connection with any such loans have not yet been negotiated. If the Company completes a Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. If the Company does not complete a Business Combination, the Company will not repay such loans. The Initial Stockholders and their affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete a Business Combination.

Advances from Related Parties

Related parties advanced the Company approximately $2,520,000 to pay for certain offering costs in connection with the Initial Public Offering. A majority of these advances were repaid and, at December 31, 2020, $120,005 was still owed to some of these related parties.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 7. COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Registration and Stockholder Rights

Pursuant to a registration rights agreement entered into on December 23, 2020, the holders of the Founder Shares and the Private Warrants and securities that may be issued upon conversion of Working Capital Loans will be entitled to registration and stockholder rights pursuant to an agreement. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Warrants (and underlying securities) can elect to exercise these registration rights at any time after the Company.

Underwriting Agreement

The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 2,250,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On January 5, 2021, the closing of the underwriters’ over-allotment option occurred (see Note 10).

The underwriters were paid cash underwriting discount of $0.20 per Unit, or $3,450,000 in the aggregate, upon the closing of the Initial Public Offering and the over-allotment option (see Note 10).

Business Combination Marketing Agreement

The Company has engaged Chardan Capital Markets, LLC as an advisor in connection with a Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’s attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the potential Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay Chardan Capital Markets, LLC a marketing fee for such services upon the consummation of a Business Combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of the Initial Public Offering, including proceeds from the exercise of the underwriters’ over-allotment option. As a result, Chardan Capital Markets, LLC will not be entitled to such fee unless the consummates its Business Combination.

Stockholders’ Equity

12 Months Ended

Dec. 31, 2020

Stockholders' Equity Note [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 8. STOCKHOLDERS’ EQUITY

Preferred Stock — Per the Company’s Amended and Restated Certificate of Incorporation, the Company is authorized to issue up to 1,000,000 shares of preferred stock. As of December 31, 2020 and 2019, the Company has not issued shares of preferred stock.

Common Stock — The Company is authorized to issue 50,000,000 shares of common stock with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share. At December 31, 2020, there were 4,312,500 shares of common stock issued and outstanding, excluding 15,000,000 shares of common stock subject to possible redemption and there for classified as temporary equity, of which 562,500 shares were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full so that the Initial Stockholders would collectively own approximately 20% of the issued and outstanding shares after the Initial Public Offering (assuming the Initial Stockholders do not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to fully exercise their over-allotment option, the Founder Shares are no longer subject to forfeiture (see Note 10). At December 31, 2019, there were 4,312,500 shares of common stock issued and outstanding.

Rights — Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-twentieth (1/20) of a share of common stock upon consummation of the Business Combination, even if the holder of a right converted all shares held by him, her or it in connection with the Business Combination or an amendment to the Company’s Certificate of Incorporation with respect to its pre-business combination activities. In the event that the Company will not be the surviving company upon completion of the Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-twentieth (1/20) of a share of common stock underlying each right upon consummation of the Business Combination. No additional consideration will be required to be paid by a holder of rights in order to receive his, her or its additional share of common stock upon consummation of the Business Combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of shares of common stock will receive in the transaction on an as-converted into common stock basis.

The Company will not issue fractional shares in connection with an exchange of rights, so holders must hold rights in denominations of 20 in order to receive a share of the Company’s common stock at the closing of the initial Business Combination. If the Company is unable to complete an initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

Warrants

12 Months Ended

Dec. 31, 2020

Warrants [Abstract]

WARRANTS

NOTE 9. WARRANTS

The Public Warrants will become exercisable at any time commencing on the later of one year after the closing of the Initial Public Offering or the consummation of a Business Combination; provided that the Company has an effective and current registration statement covering the shares of common stock issuable upon the exercise of the Public Warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within 120 days from the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company may redeem the Public Warrants:

	●	in whole and not in part;

	●	at a price of $0.01 per warrant;

	●	at any time while the warrants are exercisable;

	●	upon not less than 30 days’ prior written notice of redemption to each warrant holder;

	●	if, and only if, the reported last sale price of the share of common stock equals or exceeds $16.50 per share, for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the warrant holders; and

	●	if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights or warrants will not receive any of such funds with respect to their rights or warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such rights or warrants. Accordingly, the rights and warrants may expire worthless.

In addition, if the Company issues additional common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the co-sponsors or their affiliates, without taking into account any Founder Shares held by the co-sponsors or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price, and the $16.50 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 165% of the market value (the volume weighted average trading price of its common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination).

The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering except that each Private Warrant is exercisable for one share of common stock at an exercise price of $11.50 per share, the Private Warrants will be exercisable for cash (even if a registration statement covering the shares of common stock issuable upon exercise of such warrants is not effective) or on a cashless basis, at the holder’s option, and will not be non-redeemable by the Company, in each case, so long as they are held by the initial purchasers or their affiliates.

The Public Warrants are accounted for as equity and the Private Warrants are accounted for as liabilities on the balance sheet.

Income Tax

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

INCOME TAX

NOTE 10. INCOME TAX

The Company’s net deferred tax assets are as follows:

	As of December 31,
	2020			2019
Deferred tax asset
Net operating loss carryforward	$	925		$	—
Organizational costs/Startup expenses	$	2,899		$	—
Total deferred tax asset		3,824			—
Valuation allowance		(3,824	)		—
Deferred tax asset, net of allowance	$	—		$	—

The income tax provision consists of the following:

	Year ended December 31,
	2020			2019
Federal
Current	$	—		$	—
Deferred		(3,824	)		—
State
Current	$	—		$	—
Deferred		—			—
Change in valuation allowance		3,824			—
Income tax provision	$	—		$	—

As of December 31, 2020, the Company had a U.S. federal net operating loss carryover of approximately $4,000 available to offset future taxable income.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2020 and for the period from July 10, 2019 (inception) through December 31, 2019, the change in the valuation allowance was $3,824 and $0, respectively.

A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows:

	For the years ended December 31,
	2020			2019

Statutory federal income tax rate		21.0	%		21.0	%
State taxes, net of federal tax benefit		0.0	%		0.0	%
Change in fair value of warrant liabilities		(20.3	)%		0.00	%
Transaction costs allocable to warrant liabilities		(0.4	)%		0.00	%
Change in valuation allowance		(0.3	)%		(21.0	)%
Income tax provision		0.0	%		0.0	%

The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

- 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.

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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Fair Value Measurements

12 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 11. FAIR VALUE MEASUREMENTS

At December 31, 2020, assets held in the Trust Account were comprised of $151,500,000 in a money market fund which is classified as trading securities (Level 1). Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest income in the accompanying statement of operations. The estimated fair values of investments held in the trust account are determined using available market information. At December 31, 2019, no assets were held in the Trust Account.

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

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

The Private Warrants were initially and subsequently valued using a Modified Black-Scholes model, which is considered to be a Level 3 fair value measurement. The estimated fair value of derivative warrant liabilities is determined using Level 3 inputs. Inherent in a Black-Scholes model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The term of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The Modified Black-Scholes 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 was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates will be implied from the Company’s own Public Warrant pricing.

The following table presents the quantitative information regarding Level 3 fair value measurements of the warrant liabilities:

	December 30, 2020 (Initial Measurement)			December 31, 2020
Exercise price	$	11.50		$	11.50
Stock price	$	10.00		$	10.00
Volatility		18.75	%		19.15	%
Term		5.00			5.00
Risk-free rate		0.38	%		0.36	%
Dividend yield		0.0	%		0.0	%

The following table presents the changes in the fair value of Level 3 warrant liabilities:

Fair value as of January 1, 2020	$	—
Initial measurement on December 30, 2020 (Initial Public Offering)		7,140,000
Change in fair value		180,000
Fair value as of December 31, 2020	$	7,320,000

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the year ended December 31, 2020.

- 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

Subsequent Events

12 Months Ended

Dec. 31, 2020

Subsequent Events [Abstract]

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 as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On December 29, 2020, the underwriters notified the Company of their intention to fully exercise their over-allotment option. On January 5, 2021, the Company consummated the sale of an additional 2,250,000 Units, at $10.00 per Unit, and the sale of an additional 675,000 Private Warrants, at $1.00 per Private Warrant, generating total gross proceeds of $23,175,000. A total of $22,725,000 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $174,225,000.

Transaction costs related to the underwriters’ exercise of their over-allotment option were $450,000, consisting of underwriting fees.

As a result of the underwriters’ election to exercise their over-allotment option in full, 562,500 Founder Shares are no longer subject to forfeiture.

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Emerging Growth Company

Emerging Growth Company

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Common Stock Subject to Possible Redemption

Common Stock Subject to Possible Redemption

At December 31, 2020, the common stock reflected in the balance sheet are reconciled in the following table:

Gross proceeds	$	150,000,000
Less:
Proceeds Allocated to Public Warrants		(8,925,000	)
Proceeds Allocated to Public Rights		(6,375,000	)
Common stock issuance costs		(3,518,164	)
Plus:
Accretion of carrying value to redemption value		20,318,164

Common stock subject to possible redemption	$	151,500,000

Offering Costs

Offering Costs

Derivative Warrant Liabilities

Derivative Warrant Liabilities

Income Taxes

Income Taxes

Net Loss Per Common Share

Net Loss Per Common Share

The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts):

	For the Year ended December 31, 2020			For the Period July 10, 2019 (Inception) Through December 31, 2019
	Common Stock
Basic and diluted net loss per common stock
Numerator:	$	(1,363,061	)	$	(1,450	)
Allocation of net loss
Denominator:
Basic and diluted weighted average common stock outstanding		3,971,096			3,750,000
Basic and diluted net loss per common stock		(0.36	)		—

Concentration of Credit Risk

Concentration of Credit Risk

Financial Instruments

Financial Instruments

Fair Value Measurements

Fair Value Measurements

●

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

●

Recent Accounting Standards

Recent Accounting Standards

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

Restatement of Previously Issued Financial Statements (Tables)

12 Months Ended

Dec. 31, 2020

Condensed Financial Information Disclosure [Abstract]

Schedule of financial statement

Balance Sheet as of December 30, 2020	As Reported As Previously Restated in 10-K/A Amendment No. 1			Adjustment			As Restated
Common stock subject to possible redemption	$	140,340,442		$	11,159,558			151,500,000
Common stock	$	541		$	(110	)		431
Additional paid-in capital	$	6,165,853		$	(6,165,853	)		—
Retained earnings	$	(1,166,388	)	$	(4,993,598	)		(6,159,986	)
Total Stockholders’ Equity (Deficit)	$	5,000,006		$	(11,159,561	)		(6,159,555	)
Number of shares subject to redemption		13,895,093			1,104,907			15,000,000

Balance Sheet as of December 31, 2020	As Reported As Previously Restated in 10-K/A Amendment No. 1			Adjustment			As Restated
Common stock subject to possible redemption	$	140,142,318		$	11,357,682		$	151,500,000
Common stock	$	544		$	(113	)	$	431
Additional paid-in capital	$	6,363,974		$	(6,363,974	)	$	—
Retained earnings	$	(1,364,511	)	$	(4,993,595	)	$	(6,358,106	)
Total Stockholders’ Equity (Deficit)	$	5,000,007		$	(11,357,682	)	$	(6,357,675	)
Number of shares subject to redemption		13,875,477			1,124,523			15,000,000

Statement of Operations for the Period ended December 31, 2020	As Reported As Previously Restated in 10-K/A Amendment No. 1			Adjustment			As Restated
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption		15,000,000			(15,000,000	)		—
Basic and diluted net income per share, common stock subject to possible redemption	$	—		$	—		$	—
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		3,750,000			(3,750,000	)		—
Basic and diluted net loss (income) per share, Non-redeemable common stock	$	(0.36	)	$	0.36		$	—
Weighted average shares outstanding of common stock		—			4,119,863			4,119,863
Basic and diluted net loss per share, common stock	$	—		$	(0.33 )		$	(0.33	)

Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Period Ended December 31, 2020
Sale of 15,000,000 Units, net of underwriter discounts and offering expenses	$	146,481,836		$	(146,481,836	)	$	—
Initial value of common stock subject to redemption	$	(140,142,318	)	$	140,142,318		$	—
Accretion for common stock subject to redemption amount	$	—		$	(5,018,164	)	$	(5,018,164	)
Total Stockholders’ Equity (Deficit)	$	5,000,007		$	(11,357,682	)	$	(6,357,675	)

Condensed Statement of Cash Flows for the period through December 31, 2020
Non-cash Investing and Financing Activities:
Initial classification of common stock subject to possible redemption	$	140,340,442		$	11,159,558	$	151,500,000
Change in value of common stock subject to possible redemption	$	(198,124	)	$	198,124	$	—

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Schedule of basic and diluted net income (loss) per common stock

Gross proceeds	$	150,000,000
Less:
Proceeds Allocated to Public Warrants		(8,925,000	)
Proceeds Allocated to Public Rights		(6,375,000	)
Common stock issuance costs		(3,518,164	)
Plus:
Accretion of carrying value to redemption value		20,318,164

Common stock subject to possible redemption	$	151,500,000

Schedule of basic and diluted net income (loss) per common stock

	For the Year ended December 31, 2020			For the Period July 10, 2019 (Inception) Through December 31, 2019
	Common Stock
Basic and diluted net loss per common stock
Numerator:	$	(1,363,061	)	$	(1,450	)
Allocation of net loss
Denominator:
Basic and diluted weighted average common stock outstanding		3,971,096			3,750,000
Basic and diluted net loss per common stock		(0.36	)		—

Income Tax (Tables)

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Schedule of Company’s net deferred tax assets

	As of December 31,
	2020			2019
Deferred tax asset
Net operating loss carryforward	$	925		$	—
Organizational costs/Startup expenses	$	2,899		$	—
Total deferred tax asset		3,824			—
Valuation allowance		(3,824	)		—
Deferred tax asset, net of allowance	$	—		$	—

Schedule of income tax provision consists

	Year ended December 31,
	2020			2019
Federal
Current	$	—		$	—
Deferred		(3,824	)		—
State
Current	$	—		$	—
Deferred		—			—
Change in valuation allowance		3,824			—
Income tax provision	$	—		$	—

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

	For the years ended December 31,
	2020			2019

Statutory federal income tax rate		21.0	%		21.0	%
State taxes, net of federal tax benefit		0.0	%		0.0	%
Change in fair value of warrant liabilities		(20.3	)%		0.00	%
Transaction costs allocable to warrant liabilities		(0.4	)%		0.00	%
Change in valuation allowance		(0.3	)%		(21.0	)%
Income tax provision		0.0	%		0.0	%

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Schedule of present information about the Company’s assets and liabilities that are measure

Schedule of quantitative information regarding Level 3 fair value measurements

	December 30, 2020 (Initial Measurement)			December 31, 2020
Exercise price	$	11.50		$	11.50
Stock price	$	10.00		$	10.00
Volatility		18.75	%		19.15	%
Term		5.00			5.00
Risk-free rate		0.38	%		0.36	%
Dividend yield		0.0	%		0.0	%

Schedule of changes in the fair value of Level 3 warrant liabilities

Fair value as of January 1, 2020	$	—
Initial measurement on December 30, 2020 (Initial Public Offering)		7,140,000
Change in fair value		180,000
Fair value as of December 31, 2020	$	7,320,000

- Definition

Tabular disclosure of all significant concentrations of risk, including credit risk and market risk, arising from all financial instruments (as defined), whether from an individual counterparty or groups of counterparties. The disclosure concerning concentrations of risk may consist of the following information: (1) for concentrations of credit risk disclosure may include: (a) information about the (shared) activity, region, or economic characteristic that identifies the concentration, (b) the maximum amount of loss due to credit risk that, based on the gross fair value of the financial instrument, the entity would incur if parties to the financial instruments that make up the concentration failed completely to perform according to the terms of the contracts and the collateral or other security, if any, for the amount due proved to be of no value to the entity, (c) the policy of requiring collateral or other security to support financial instruments subject to credit risk, information about the entity's access to that collateral or other security, and the nature and a brief description of the collateral or other security supporting those financial instruments, and (d) the policy of entering into master netting arrangements to mitigate the credit risk of financial instruments, information about the arrangements for which the entity is a party, and a brief description of the terms of those arrangements, including the extent to which they would reduce the entity's maximum amount of loss due to credit risk and (2) for disclosure of quantitative information about the market risks of financial instruments that is consistent with the way the company manages or adjusts those risks, disclosure may include: (a) more details about current positions and perhaps activity during the period, (b) the hypothetical effects on comprehensive income (or net assets), or annual income, of several possible changes in market prices, (c) a gap analysis of interest rate re-pricing or maturity dates, (d) the duration of the financial instruments, (e) the entity's value at risk from derivatives and from other positions at the end of the reporting period and the average value at risk during the year, or (f) other ways of reporting quantitative information as internally developed.

+ References + Details

Description of Organization and Business Operations (Details) - USD ($)		1 Months Ended		12 Months Ended
	Jan. 05, 2021	Mar. 31, 2021	Dec. 30, 2020	Dec. 31, 2020
Description of Organization and Business Operations (Details) [Line Items]
Proceeds From Initial Public Offering				$ 150,000,000
Transaction costs				3,543,017
Underwriting Fees				3,000,000
Other offering costs				$ 543,017
Public share price (in Dollars per share)			$ 10.10
Generating gross proceeds	$ 23,175,000
Net proceeds	22,725,000
Aggregate proceeds held in the Trust Account	$ 174,225,000
Minimum percentage of trust account required for business combination				80.00%
Net tangible assets				$ 5,000,001
Aggregate public shares, percentage				20.00%
Proposed Public offering, description				In order to extend the time available for the Company to consummate a Business Combination, the Initial Stockholders or their affiliates or designees must deposit into the Trust Account $1,725,000 (due to the exercise in full of the underwriters’ over-allotment option) ($0.10 per Public Share), on or prior to the date of the applicable deadline.
Outstanding public shares				100.00%
Obligation to redeem public shares				100.00%
Funds in the trust account, price per share (in Dollars per share)				$ 10.10
Securities held in the trust account				$ 151,500,000
Subsequent Event [Member]
Description of Organization and Business Operations (Details) [Line Items]
Shares (in Shares) (in Shares)	2,250,000
Price per warrant (in Dollars per share)	$ 10.00
Net proceeds	$ 23,175,000
Initial stockholders offering costs		$ 1,071,253
Securities held in the trust account		151,500,000
Working capital		$ 962,325
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Percentage of outstanding voting securities				50.00%
IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Shares (in Shares) (in Shares)			15,000,000
Price per warrant (in Dollars per share)			$ 10.00
Proceeds From Initial Public Offering			$ 150,000,000
Other offering costs				$ 3,518,164
Proceeds From Initial Public Offering			$ 151,500,000
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Purchase of warrants (in Shares)				6,000,000
Price per warrant (in Dollars per share)				$ 1.00
Gross proceeds				$ 6,000,000
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per warrant (in Dollars per share)	$ 10.00
Underwriting Fees	$ 450,000
Proceeds From Initial Public Offering				$ 3,450,000
Underwriting Fees	$ 2,250,000
Over-Allotment Option [Member] \| Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per warrant (in Dollars per share)	$ 1.00
Purchase of warrants (in Shares)	675,000
Founder Shares [Member] \| Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Underwriting Fees	$ 562,500

Restatement of Previously Issued Financial Statements (Details)	Dec. 31, 2020 USD ($)
Condensed Financial Information Disclosure [Abstract]
Net tangible assets	$ 5,000,001

Restatement of Previously Issued Financial Statements (Details) - Schedule of financial statement - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 30, 2020
As Previously Reported
Condensed Financial Statements, Captions [Line Items]
Common stock subject to possible redemption	$ 140,142,318	$ 140,340,442
Common stock	544	541
Additional paid-in capital	6,363,974	6,165,853
Retained earnings	(1,364,511)	(1,166,388)
Total Stockholders’ Equity (Deficit)	5,000,007	$ 5,000,006
Initial classification of common stock subject to possible redemption	140,340,442
Change in value of common stock subject to possible redemption	$ (198,124)
Number of shares subject to redemption (in Shares)	13,875,477	13,895,093
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption (in Shares)	15,000,000
Basic and diluted net income per share, common stock subject to possible redemption (in Dollars per share)
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares)	3,750,000
Basic and diluted net loss (income) per share, Non-redeemable common stock (in Dollars per share)	$ (0.36)
Weighted average shares outstanding of common stock (in Shares)
Basic and diluted net loss per share, common stock
Sale of 15,000,000 Units, net of underwriter discounts and offering expenses	146,481,836
Initial value of common stock subject to redemption	(140,142,318)
Accretion for common stock subject to redemption amount
Adjustments
Condensed Financial Statements, Captions [Line Items]
Common stock subject to possible redemption	11,357,682	$ 11,159,558
Common stock	(113)	(110)
Additional paid-in capital	(6,363,974)	(6,165,853)
Retained earnings	(4,993,595)	(4,993,598)
Total Stockholders’ Equity (Deficit)	(11,357,682)	$ (11,159,561)
Initial classification of common stock subject to possible redemption	11,159,558
Change in value of common stock subject to possible redemption	$ 198,124
Number of shares subject to redemption (in Shares)	1,124,523	1,104,907
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption (in Shares)	(15,000,000)
Basic and diluted net income per share, common stock subject to possible redemption (in Dollars per share)
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares)	(3,750,000)
Basic and diluted net loss (income) per share, Non-redeemable common stock (in Dollars per share)	$ 0.36
Weighted average shares outstanding of common stock (in Shares)	4,119,863
Basic and diluted net loss per share, common stock	$ (0.33)
Sale of 15,000,000 Units, net of underwriter discounts and offering expenses	(146,481,836)
Initial value of common stock subject to redemption	140,142,318
Accretion for common stock subject to redemption amount	(5,018,164)
As Restated
Condensed Financial Statements, Captions [Line Items]
Common stock subject to possible redemption	151,500,000	$ 151,500,000
Common stock	431	431
Additional paid-in capital
Retained earnings	(6,358,106)	(6,159,986)
Total Stockholders’ Equity (Deficit)	(6,357,675)	$ (6,159,555)
Initial classification of common stock subject to possible redemption	151,500,000
Change in value of common stock subject to possible redemption
Number of shares subject to redemption (in Shares)	15,000,000	15,000,000
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption (in Shares)
Basic and diluted net income per share, common stock subject to possible redemption (in Dollars per share)
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares)
Basic and diluted net loss (income) per share, Non-redeemable common stock (in Dollars per share)
Weighted average shares outstanding of common stock (in Shares)	4,119,863
Basic and diluted net loss per share, common stock	$ (0.33)
Sale of 15,000,000 Units, net of underwriter discounts and offering expenses
Initial value of common stock subject to redemption
Accretion for common stock subject to redemption amount	$ (5,018,164)

Summary of Significant Accounting Policies (Details) - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Summary of Significant Accounting Policies (Details) [Line Items]
Common stock subject to possible redemption		15,000,000
Offering costs		$ 543,017
Transaction costs allocable to warrant liabilities		$ 24,853
Purchase of initial public offering (in Shares)		15,300,000
Sales of Initial Public Offering (in Shares)		862,500
Federal depository insurance coverage		$ 250,000
IPO [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs		3,518,164
Transaction costs allocable to warrant liabilities		$ 24,853

Summary of Significant Accounting Policies (Details) - Schedule of common stock reflected in the balance sheet	12 Months Ended
	Dec. 31, 2020 USD ($)
Schedule of common stock reflected in the balance sheet [Abstract]
Gross proceeds	$ 150,000,000
Less:
Proceeds Allocated to Public Warrants	(8,925,000)
Proceeds Allocated to Public Rights	(6,375,000)
Common stock issuance costs	(3,518,164)
Plus:
Accretion of carrying value to redemption value	20,318,164
Common stock subject to possible redemption	$ 151,500,000

- Definition

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References + Details

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common stock - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Basic and diluted net loss per common stock
Allocation of net loss	$ (1,450)	$ (1,363,061)
Denominator:
Basic and diluted weighted average common stock outstanding	3,750,000	3,971,096
Basic and diluted net loss per common stock		$ (0.36)

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1448-109256

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
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+ Details

Initial Public Offering (Details)	1 Months Ended
Initial Public Offering (Details)	Dec. 30, 2020 $ / shares shares
Initial Public Offering (Details) [Line Items]
Common stock, description	Each Unit consists of one share of common stock, one right to receive one-twentieth (1/20) of one share of common stock upon the consummation of a Business Combination and one warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one-half of one share of common stock at an exercise price of $11.50 per share (see Note 7).
IPO [Member]
Initial Public Offering (Details) [Line Items]
Proposed public offering shares \| shares	15,000,000
Price per share \| $ / shares	$ 10.00

Private Placement (Details) - USD ($)	12 Months Ended
Private Placement (Details) - USD ($)	Dec. 31, 2020	Dec. 30, 2020
Private Placement (Details) [Line Items]
Price per warrant (in Dollars per share)	$ 10.00	$ 10.00
Private Placement, Description	Each Private Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50.
IPO [Member]
Private Placement (Details) [Line Items]
Aggregate purchase of private warrants	4,000,000
Private Placement Warrants [Member]
Private Placement (Details) [Line Items]
Aggregate purchase of private warrants	2,000,000
Price per warrant (in Dollars per share)	$ 1.00
Class of Warrant or Right, Outstanding	225,000
Over-Allotment Option [Member]
Private Placement (Details) [Line Items]
Aggregate purchase price (in Dollars)	$ 6,000,000
Class of Warrant or Right, Outstanding	450,000
Private Warrants [Member]
Private Placement (Details) [Line Items]
Price per warrant (in Dollars per share)	$ 1.00
Aggregate purchase price (in Dollars)	$ 675,000

Related Party Transactions (Details) - USD ($)		1 Months Ended					12 Months Ended
Related Party Transactions (Details) - USD ($)	Dec. 15, 2020	Dec. 17, 2020	Aug. 25, 2020	Aug. 20, 2020	Jul. 23, 2020	Sep. 19, 2019	Dec. 31, 2020	Dec. 23, 2020
Related Party Transactions (Details) [Line Items]
Shares subject to forfeiture							562,500
Issued and outstanding common stock percentage							20.00%
Founder shares, description							The Initial Stockholders have agreed that, subject to certain limited exceptions, 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) six months after the date of the consummation of a Business Combination or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination and the remaining 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until six months after the date of the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Amount agreed to pay the affiliate (in Dollars)								$ 10,000
Aggregate principal amount (in Dollars)				$ 250,000
Proceeds from issuance of warrants (in Dollars)							$ 500,000
Price per warrant (in Dollars per share)							$ 1.00
Business combination, description							In order to extend the time available for the Company to consummate a Business Combination, the Initial Stockholders or their affiliates or designees must deposit into the Trust Account $1,725,000 (due to the exercise in full of the underwriters’ over-allotment option), or $0.10 per Public Share, on or prior to the date of the applicable deadline. Any such payments would be made in the form of a loan.
Related Parities (in Dollars)							$ 120,005
IPO [Member]
Related Party Transactions (Details) [Line Items]
Aggregate principal amount (in Dollars)							151,812
Related Parities (in Dollars)							$ 2,520,000
Director [Member]
Related Party Transactions (Details) [Line Items]
Shares issued to director		67,500
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Founder shares		2,728,875	256,375		3,250,000	5,000,000	4,312,500
Aggregate price (in Dollars)					$ 16,250	$ 25,000
Outstanding shares			1,493,625
Shares issued to director					3,250,000
Aggregate price (in Dollars)					$ 16,250
Shares transferred for nominal consideration			431,125
Founder shares holding	22,500

Commitments and Contingencies (Details)	12 Months Ended
Commitments and Contingencies (Details)	Dec. 31, 2020 USD ($) $ / shares shares
Commitments and Contingencies (Details) [Line Items]
Underwriting discount \| $ / shares	$ 0.20
Gross proceeds percentage	3.50%
Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Additional purchase of shares \| shares	2,250,000
Gross proceeds initial public offering \| $	$ 3,450,000

Stockholders’ Equity (Details) - $ / shares	12 Months Ended
Stockholders’ Equity (Details) - $ / shares	Dec. 31, 2020	Dec. 31, 2019
Stockholders' Equity Note [Abstract]
Preferred stock, shares authorized	1,000,000	1,000,000
Common stock, shares authorized	50,000,000	50,000,000
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	4,312,500	4,312,500
Common stock subject to possible redemption	15,000,000	0
Shares subject to forfeiture	562,500
Issued and outstanding shares percentage	20.00%
Description of redeem public warrants	Rights — Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-twentieth (1/20) of a share of common stock upon consummation of the Business Combination, even if the holder of a right converted all shares held by him, her or it in connection with the Business Combination or an amendment to the Company’s Certificate of Incorporation with respect to its pre-business combination activities. In the event that the Company will not be the surviving company upon completion of the Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-twentieth (1/20) of a share of common stock underlying each right upon consummation of the Business Combination. No additional consideration will be required to be paid by a holder of rights in order to receive his, her or its additional share of common stock upon consummation of the Business Combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of shares of common stock will receive in the transaction on an as-converted into common stock basis.
Common stock, shares outstanding	4,312,500	4,312,500

Warrants (Details)	12 Months Ended
Warrants (Details)	Dec. 31, 2020 $ / shares
Warrants (Details) [Line Items]
Price per warrant	$ 0.01
Market value and the newly issued price percentage	115.00%
Share Redemption Trigger Price	$ 16.50
Market value, percentage	165.00%
Exercise Price Per Share	$ 11.50
Warrant [Member]
Warrants (Details) [Line Items]
Sale of Stock Price Per Share	16.50
Business Combination [Member]
Warrants (Details) [Line Items]
Business combination effective issue price per share	$ 9.20

Income Tax (Details) - USD ($)	6 Months Ended	12 Months Ended
Income Tax (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Net operating loss carryover		$ 4,000
Valuation allowance	$ 0	$ 3,824

Income Tax (Details) - Schedule of Company’s net deferred tax assets - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Schedule of Company’s net deferred tax assets [Abstract]
Deferred tax asset
Net operating loss carryforward	925
Organizational costs/Startup expenses	2,899
Total deferred tax asset	3,824
Valuation allowance	(3,824)
Deferred tax asset, net of allowance

Income Tax (Details) - Schedule of income tax provision consists - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020	Dec. 31, 2019
Federal
Current
Deferred		(3,824)
State
Current
Deferred
Change in valuation allowance	$ 0	3,824
Income tax provision

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income Tax (Details) - Schedule of reconciliation of the federal income tax rate to the Company’s effective tax rate	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Schedule of reconciliation of the federal income tax rate to the Company’s effective tax rate [Abstract]
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 liabilities	(20.30%)	0.00%
Transaction costs allocable to warrant liabilities	(0.40%)	0.00%
Change in valuation allowance	(0.30%)	(21.00%)
Income tax provision	0.00%	0.00%

Fair Value Measurements (Details)	Dec. 31, 2020 USD ($)
Fair Value Disclosures [Abstract]
Assets held in trust account	$ 151,500,000

Fair Value Measurements (Details) - Schedule of present information about the Company’s assets and liabilities that are measure	Dec. 31, 2020 USD ($)
Level 1 [Member]
Assets:
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund	$ 151,500,000
Level 3 [Member]
Liabilities:
Warrant Liabilities – Private Warrants	$ 7,320,000

Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 30, 2020
Schedule of quantitative information regarding Level 3 fair value measurements [Abstract]
Exercise price (in Dollars per share)	$ 11.50	$ 11.50
Stock price (in Dollars per share)	$ 10.00	$ 10.00
Volatility	19.15%	18.75%
Term	5 years	5 years
Risk-free rate	0.36%	0.38%
Dividend yield	0.00%	0.00%

Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities	12 Months Ended
	Dec. 31, 2020 USD ($)
Schedule of changes in the fair value of Level 3 warrant liabilities [Abstract]
Fair value as of January 1, 2020
Initial measurement on December 30, 2020 (Initial Public Offering)	7,140,000
Change in fair value	180,000
Fair value as of December 31, 2020	$ 7,320,000

Subsequent Events (Details) - USD ($)		1 Months Ended
Subsequent Events (Details) - USD ($)	Jan. 05, 2021	Dec. 29, 2020
Subsequent Events (Details) [Line Items]
Generating total gross proceeds	$ 22,725,000
Deposited into the trust account		$ 22,725,000
Held in the trust account		174,225,000
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
The sale of an additional (in Shares)	2,250,000
Price per units (in Dollars per share)	$ 10.00
Generating total gross proceeds	$ 23,175,000
Private Warrant [Member] \| Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
The sale of an additional (in Shares)	675,000
Price per units (in Dollars per share)	$ 1.00
Over-Allotment Option [Member]
Subsequent Events (Details) [Line Items]
Price per units (in Dollars per share)	$ 10.00
Transaction costs		450,000
Shares no longer subject to forfeiture		$ 562,500