ACKRELL SPAC Partners I (ACKIT) 10-Q/A8 Feb 222021 Q1 Quarterly report (amended)Financial data

Company Profile

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 31, 2021	May 24, 2021
Document Information Line Items
Entity Registrant Name	ACKRELL SPAC Partners I Co.
Document Type	10-Q/A
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		18,169,000
Amendment Flag	true
Amendment Description	References throughout this Amendment No. 1 to the Quarterly Report on Form 10-Q to “we,” “us,” the “Company” or “our company” are to Ackrell SPAC Partners I Co., unless the context otherwise indicates. This Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form 10-Q/A amends the Quarterly Report on Form 10-Q of Ackrell SPAC Partners I Co. (the “Company”) as of and for the quarterly period ended March 31, 2021, as filed with the Securities and Exchange Commission (the “SEC”) on May 24, 2021 (the “Original Quarterly Report”). On January 10, 2022, the Company filed a Current Report on Form 8-K that disclosed the Company had re-evaluated its conclusion with respect to the materiality of the changes caused by the incorrect classification of a portion of the Company’s subunits included in the units sold in its initial public offering (the “Public Subunits”) that are subject to redemption. Specifically, the Company originally determined the changes were not qualitatively material to the Company’s previously issued financial statements. However, on January 4, 2022, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”), upon further consideration of the material nature of the changes, determined that the change in classification of the Public Subunits subject to redemption and related changes to the Company’s presentation of earnings per share are material quantitatively and the Company should restate its previously issued financial statements that were affected by the changes. As a result, management and the Audit Committee determined that (i) the Company’s audited balance sheet as of December 23, 2020 (the “Audited Balance Sheet”) filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 30, 2020, (ii) audited financial statements as of and for the year ended December 31, 2020 (together with the Audited Balance Sheet, the “Affected Audited Financials”) as reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 31, 2021; (iii) the Company’s unaudited financial statements contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 filed with the SEC on May 24, 2021 (the “Q1 Financial Statements”), (iv) the Company’s unaudited financial statements contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 filed with the SEC on August 23, 2021 (the “Q2 Financial Statements”), and (v) the Company’s unaudited financial statements contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 filed with the SEC on November 15, 2021 (the “Q3 Financial Statements”, together with the Q1 Financial Statements and the Q2 Financial Statements, the “Affected Unaudited Financials” ), should no longer be relied upon due to the reclassification described above. As such, the Company will restate its Affected Audited Financials and Affected Unaudited Financials in this Amendment No.1. Additionally, on February 3, 2022, the Company filed a Current Report on Form 8-K that disclosed the Company had re-evaluated its prior conclusions with regards to the identified financial statement errors (the “Identified Errors”) associated with the accounting of private warrants and fair value of shares of common stock of the Company issued to the representative of the underwriters for the Company’s initial public offering (the “Representative Shares”). Management had originally evaluated the Identified Errors and had determined that the related impacts were not qualitatively material and thus did not require a restatement of the Affected Audited Financials and Affected Unaudited Financials. However, as a result of the Company’s decision to restate its Affected Audited Financials and Affected Unaudited Financials to report all of the Company’s Public Subunits as temporary equity, management decided to re-evaluate its prior conclusions with regards to the Identified Errors. On February 1, 2022, the Company’s management and the Audit Committee concluded that the Company should also restate its Affected Audited Financials to correct the Identified Errors. As such, the Company will restate its Affected Audited Financials and Affected Unaudited Financials in this Amendment No. 1. The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with its initial public offering. After re-evaluation, the Company’s management has concluded that, in light of the errors described above, a material weakness existed in the Company’s internal control over financial reporting during the affected periods and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness is described in more detail below in this Amendment No. 1. 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.1 (Exhibits 31.1, 31.2, 32.1 and 32.2).
Entity Central Index Key	0001790121
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Entity File Number	001-39821
Entity Incorporation, State or Country Code	DE
Entity Interactive Data Current	Yes

Condensed Balance Sheets (Unaud

Condensed Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Assets
Cash	$ 363,621	$ 677,130
Prepaid assets	230,279	226,723
Total Current Assets	593,900	903,853
Cash and securities held in Trust Account	139,407,294	139,383,247
Total assets	140,001,194	140,287,100
Liabilities and Stockholders’ Equity
Accounts payable and accrued expense	110,717	292,965
State franchise tax accrual	49,315	7,225
Due to related parties	33,548	3,548
Total current liabilities	193,580	303,738
Warrant liabilities	284,975	580,860
Total liabilities	478,555	884,598
Commitments
Common stock subject to possible redemption, 13,800,000 and 13,800,000 shares (at redemption value of $10.10 per share) at March 31, 2021 and December 31, 2020, respectively	139,407,294	139,383,247
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding
Common stock, $0.0001 par value; 100,000,000 shares authorized; 4,369,000 and 4,369,000 shares (excluding 13,800,000 and 13,800,000 shares subject to possible redemption) issued and outstanding at March 31, 2021 and December 31, 2020, respectively	437	437
Additional paid-in capital	120,253	144,300
Accumulated deficit	(5,345)	(125,482)
Total stockholders’ equity	115,345	19,255
Total Liabilities and Stockholders’ Equity	$ 140,001,194	$ 140,287,100

Condensed Balance Sheets (Una_2

Condensed Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Common stock subject to possible redemption, shares	13,800,000	13,800,000
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	0	0
Preferred stock, shares outstanding	0	0
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	4,369,000	4,369,000
Common stock, shares outstanding	4,369,000	4,369,000

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended
Condensed Statements of Operations (Unaudited) - USD ($)	Mar. 31, 2021	Mar. 31, 2020
Income Statement [Abstract]
Formation and operating costs	$ 199,795	$ 1,264
Loss from operations	(199,795)	(1,264)
Other income
Interest income	24,047
Change in fair value of warrant liabilities	295,885
Total other income	319,932
Net income (loss)	$ 120,137	$ (1,264)
Basic and diluted weighted average shares outstanding, common stock subject to redemption (in Shares)	13,800,000
Basic and diluted net income per share attributable to common stock subject to redemption (in Dollars per share)	$ 0.01
Weighted average shares outstanding, basic and diluted (in Shares)	4,369,000	3,450,000
Basic and diluted net income (loss) per share (in Dollars per share)	$ 0.01	$ 0

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Earnings (Deficit)	Total
Balance at Dec. 31, 2019	$ 394	$ 4,874	$ (3,755)	$ 1,513
Balance (in Shares) at Dec. 31, 2019	3,937,500
Net income/loss			(1,264)	(1,264)
Balance at Mar. 31, 2020	$ 394	4,874	(5,019)	249
Balance (in Shares) at Mar. 31, 2020	3,937,500
Balance at Dec. 31, 2019	$ 394	4,874	(3,755)	1,513
Balance (in Shares) at Dec. 31, 2019	3,937,500
Balance at Dec. 31, 2020	$ 437	144,300	(125,482)	19,255
Balance (in Shares) at Dec. 31, 2020	4,369,000
Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against additional paid in capital (interest earned on trust account)		(24,047)		(24,047)
Net income/loss			120,137	120,137
Balance at Mar. 31, 2021	$ 437	$ 120,253	$ (5,345)	$ 115,345
Balance (in Shares) at Mar. 31, 2021	4,369,000

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows (Unaudited) - USD ($)	3 Months Ended
Condensed Statement of Cash Flows (Unaudited) - USD ($)	Mar. 31, 2021	Mar. 31, 2020
Cash Flows from Operating Activities:
Net income (loss)	$ 120,137	$ (1,263)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on investment held in Trust Account	(24,047)
Change in fair value of warrant liabilities	(295,885)
Changes in current assets and current liabilities:
Prepaid assets	(3,556)
Accounts payable and accrued expense	(182,248)
State franchise tax accrual	42,090
Due to related parties	30,000	292
Net cash used in operating activities	(313,509)	(971)
Cash Flows from Financing Activities:
Payments of offering costs		(5,000)
Net cash used in by financing activities		(5,000)
Net Decrease in Cash	(313,509)	(5,971)
Cash - Beginning	677,130	13,248
Cash - Ending	363,621	7,277
Supplemental Disclosure of Non-cash Financing Activities:
Increase in account payable for deferred offering costs		$ 20,628
Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against additional paid-in-capital (“APIC”) (interest earned on trust account)	$ 24,047

Organization and Business Opera

Organization and Business Operations	3 Months Ended
Organization and Business Operations	Mar. 31, 2021
Organization Consolidation And Presentation Of Financial Statements Abstract
Organization and Business Operations	Note 1 — Organization and Business Operations Organization and General Ackrell SPAC Partners I Co. (the “Company”) is a blank check company formed under the laws of the State of Delaware on September 11, 2018. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination” or “Initial Business Combination”). The Company has selected December 31 as its fiscal year end. As of March 31, 2021, the Company had not yet commenced any revenue-generating operations. All activity through March 31, 2021 relates to the Company’s formation, the Initial Public Offering (as defined below), and the search for a prospective Initial Business Combination. The Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and will recognize changes in the fair value of warrant liability as other income (expense) (See Note 11). Financing The registration statements (“Registration Statements”) for the Company’s initial public offering (“Initial Public Offering” or “IPO”) were declared effective on December 21, 2020. On December 23, 2020, the Company consummated the Initial Public Offering of 13,800,000 units (the “Public Units”), which included the full exercise of the underwriter’s overallotment option, generating gross proceeds of $138,000,000, which is described in Note 4. Each Public Unit consists of (i) one subunit (the “Public Subunit”), which consists of one share of common stock (the “Public Share”) and one-half of one redeemable warrant, and (ii) one-half of one redeemable warrant (collectively, the redeemable warrants included in the Public Units and Public Subunits, the “Public Warrants”). Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. Simultaneously with the closing of the IPO, the Company consummated the sale of 539,000 units (the “Private Units”) at a price of $10.00 per unit in a private placement to Ackrell SPAC Sponsors I LLC (the “Sponsor”), the Company’s sponsor, and EarlyBirdCapital, Inc. (“EarlyBirdCapital”), generating gross proceeds of $5,390,000, which is described in Note 5. Each Private Unit consists of (i) one subunit (the “Private Subunit”), which consists of one share of common stock (the “Private Share”) and one-half of one redeemable warrant, and (ii) one-half of one redeemable warrant (collectively, the redeemable warrants included in the Private Units and Private Subunits, the “Private Warrants”). Each whole Private Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. Trust Account Following the closing of the IPO on December 23, 2020, an amount of $139,380,000 ($10.10 per Unit) from the net proceeds of the sale of the Public and Private Units in the IPO and private placement was placed in a trust account (“Trust Account”) which will 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 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations, until the earlier of (a) the completion of the Company’s Initial Business Combination, (b) the redemption of any Public Subunits properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, or (c) the redemption of the Company’s Public Subunits if the Company is unable to complete the Initial Business Combination within the Combination Period (as defined below). Initial Business Combination The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (net of taxes payable) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Subunits included in the Public Units sold in the IPO 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 stockholders will be entitled to redeem their Public Subunits for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.10 per subunit, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The Company will have 12 months from the closing of the IPO to consummate a Business Combination with an opportunity to extend the period of time up to two times each by an additional three months (for a total of up to 18 months to complete a business combination) (the “Combination Period”), subject to the Sponsor depositing into the Trust Account, on or prior to the applicable deadline, additional funds of $1,380,000 ($0.10 per unit) for each of the available three-month extensions. If the Company is unable to consummate a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding Public Subunits for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.10 per subunit, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The Sponsor, EarlyBirdCapital and the Company’s officer and directors have agreed to (i) waive their conversion rights with respect to their Founder Shares (See Note 6), Representative Shares (See Note 9) and Private Subunits (collectively, the “Private Securities”) 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 Private Securities 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 Subunits if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Subunits in conjunction with any such amendment. Liquidation The holders of the Private Securities will not participate in any liquidation distribution with respect to such securities. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the $10.10 per Public Unit in the IPO. The Sponsor has agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced below $10.10 per Public Subunit by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company. The agreement entered into by the Sponsor specifically provides for two exceptions to the indemnity it has given: it will have no liability (1) as to any claimed amounts owed to a target business or vendor or other entity who has executed an agreement with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, or (2) as to any claims for indemnification by the underwriters of the Company’s IPO against certain liabilities, including liabilities under the Securities Act. The Company has not asked the Sponsor to reserve for such indemnification obligations, nor have the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company believes it is unlikely that Sponsor will be able to satisfy its indemnification obligations if it is required to do so. Liquidity As of March 31, 2021, the Company had cash outside the Trust Account of $363,621 available for working capital needs. All remaining cash and securities were held in the Trust Account and is generally unavailable for the Company’s use prior to an Initial Business Combination and is restricted for use either in a Business Combination or to redeem Public Subunits. As of March 31, 2021, none of the amount on deposit in the Trust Account was available to be withdrawn as described above. Through March 31, 2021, the Company’s liquidity needs were satisfied through receipt of $5,000 from the sale of the Founder Shares (See Note 6), advances from the Sponsor in an aggregate amount of $300,000 which were repaid upon the IPO, and the remaining net proceeds from the IPO and private placement (See Note 4 and 5) held outside of the Trust Account. The Company’s initial stockholders, officers, directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans, other than the interest on such proceeds that may be released for working capital purposes. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. As of March 31, 2021 and December 31, 2020, no Working Capital Loans were outstanding. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans from the Initial Stockholders, the Sponsor, the Company’s officers and directors, or their respective affiliates, for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company anticipates that the $363,621 outside of the Trust account as of March 31, 2021 will not be sufficient to allow the Company to operate for at least the next 12 months, assuming that a Business Combination is not consummated during that time. Moreover, the Company may need to obtain additional financing to consummate its Initial Business Combination but there is no assurance that new financing will be available to the Company on commercially acceptable terms. Furthermore, if the Company is not able to consummate a business combination by December 23, 2021, it will trigger the Company’s automatic winding up, liquidation and dissolution. The Company may extend the Combination Period by up to six months if the Sponsor deposits $1,380,000 into the Company’s Trust Account for each three-month extension but there is no assurance that the Sponsor will do so. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Revision of Prior Period Financ

Revision of Prior Period Financial Statements	3 Months Ended
Revision of Prior Period Financial Statements	Mar. 31, 2021
Revision Of Prior Period Financial Statements Tabl [Abstract]
Revision of Prior Period Financial Statements	Note 2 – Restatement of Financial Statements Redeemable Equity Instruments As a result of recent guidance to Special Purpose Acquisition Companies by the SEC regarding redeemable equity instruments, the Company revisited its application of ASC 480-10-S99 on the Company’s financial statements. The Company had previously classified a portion of its Public Subunits (and the underlying shares of common stock) in permanent equity. Subsequent to the re-evaluation, the Company’s management concluded that all of its Public Subunits should be classified as temporary equity. The identified errors impacted the Company’s Current Report on Form 8-K on December 30, 2020 containing the IPO balance sheet as of December 23, 2020, Annual Report on Form 10-K on March 31, 2021 containing the Company’s financial statements for the fiscal year ended December 31, 2020, Quarterly Report on Form 10-Q on May 24, 2021 containing financial statements as of March 31, 2021, Quarterly Report on Form 10-Q on August 23, 2021 containing financial statements as of June 30, 2021, and Quarterly Report on Form 10-Q on November 15, 2021 containing financial statements as of September 30, 2021. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the errors and has determined that the related impacts were qualitatively immaterial but quantitatively material to the aforementioned 8-K, 10-K and 10-Q filings, and concluded that the impacted financial statements should be restated to correct the errors. Warrants & Fair Value of Representative Shares On April 12, 2021, the Staff of the SEC issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies.” In the statement, the SEC Staff, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as the Company. As a result of the Staff statement and in light of evolving views as to certain provisions commonly included in warrants issued by special purpose acquisition companies, the Company re-evaluated the accounting for its Public Warrants and Private Warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity Impact of the Restatement The impact of the restatement on the audited balance sheet as of December 23, 2020, audited financial statements as of and for the year ended December 31, 2020, and unaudited interim condensed financial statements as of and for the three months ended March 31, 2021 are presented below. As Previously Adjustments As Restated Audited Balance Sheet at December 23, 2020 Warrant Liabilities $ - $ 574,676 $ 574,676 Total Liabilities - 574,676 574,676 Shares Subject to Possible Redemption 135,094,307 4,285,693 139,380,000 Common Stock 479 (42 ) 437 Additional paid-in capital 5,007,859 (4,860,327 ) 147,532 Total Stockholders’ Equity 5,000,008 (4,860,369 ) 139,639 Audited Balance Sheet at December 31, 2020 Warrant Liabilities $ - $ 580,860 $ 580,860 Total Liabilities 303,738 580,860 884,598 Shares Subject to Possible Redemption 134,983,359 4,399,888 139,383,247 Common Stock 480 (43 ) 437 Additional paid-in capital 5,118,821 (4,974,521 ) 144,300 Accumulated Deficit (119,298 ) (6,184 ) (125,482 ) Total Stockholders’ Equity 5,000,003 (4,980,748 ) 19,255 Audited Statement of Operations for the year ended December 31, 2020 Change in Fair Value of Warrants $ - $ (6,184 ) $ (6,184 ) Weighted average shares outstanding, basic and diluted 4,198,081 (4,198,081 ) - Basic and diluted weighted average shares outstanding, common stock subject to redemption - 339,344 339,344 Basic and diluted weighted average shares outstanding, common stock not subject to redemption - 3,429,593 3,429,593 Basic and diluted net income (loss) per share (0.03 ) 0.03 - Basic and diluted net income (loss) per share, common stock subject to redemption - 52.43 52.43 Basic and diluted net income (loss) per share, common stock not subject to redemption - (5.22 ) (5.22 ) As Previously Adjustments As Restated Audited Statement of Changes in Stockholders’ Equity for the year ended December, 2020 Issuance of Representative Shares on November 25, 2020 - Additional Paid-in-Capital $ - $ 792,428 $ 792,428 Issuance of Representative Shares on November 25, 2020 - Stockholders' Equity (Deficit) 15 792,428 792,443 Initial Value of Private Warrants - (574,676 ) (574,676 ) Reclassification of offering costs related to Public Shares - 3,655,046 3,655,046 Other Offering Expenses (532,623 ) (792,428 ) (1,325,051 ) Net Loss (155,543 ) (6,184 ) (121,727 ) Maximum number of redeemable shares - Shares (13,364,689 ) (435,311 ) (13,800,000 ) Maximum number of redeemable shares - Par Value (1,336 ) (44 ) (1,380 ) Maximum number of redeemable shares - Paid-in-Capital (134,982,023 ) 11,510,162 (123,471,861 ) Maximum number of redeemable shares - Stockholders' Equity (Deficit) (134,983,359 ) 11,510,118 (123,473,241 ) Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against APIC - (19,561,805 ) (19,561,805 ) Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against APIC (interest earned on trust account) - (3,247 ) (3,247 ) Audited Statement of Cash Flows for the year ended December 31, 2020 Net Loss $ (115,543 ) $ (6,184 ) $ (121,727 ) Change in fair value of warrant liabilities - 6,184 6,184 Initial value of warrant liabilities - 574,676 574,676 Initial value of common stock subject to possible redemption 135,094,307 (11,621,066 ) 123,473,241 Reclassification of offering costs related to Public Shares - (3,655,046 ) (3,655,046 ) Change in value of common stock subject to possible redemption (110,948 ) 110,948 - Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against APIC - 19,561,805 19,561,805 Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against APIC (interest earned on trust account) - 3,247 3,247 Unaudited Balance Sheet as of March 31, 2021 Common Stock subject to possible redemption $ 134,522,628 $ 4,884,666 $ 139,407,294 Common stocks, $0.0001 par value 485 (48 ) 437 Additional paid-in capital (5,345 ) 125,598 120,253 Total stockholders’ equity (deficit) 5,000,011 (4,884,666 ) 115,345 Unaudited Statement of Operations for the three months ended March 31, 2021 Weighted average shares outstanding, basic and diluted 18,169,000 (18,169,000 ) 0 Basic and diluted weighted average shares outstanding, common stock subject to redemption - 13,800,000 13,800,000 Basic and diluted weighted average shares outstanding, common stock not subject to redemption - 4,369,000 4,369,000 Basic and diluted net income (loss) per share $ 0.01 $ (0.01 ) $ - Basic and diluted net income (loss) per share, common stock subject to redemption - 0.01 0.01 Basic and diluted net income (loss) per share, common stock not subject to redemption - 0.01 0.01 Unaudited Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021 Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against APIC $ - $ (24,047 ) $ (24,047 ) Unaudited Statement of Cash Flows for the three months ended March 31, 2021 Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against APIC (interest earned on trust account) $ - $ 24,047 $ 24,047

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
Significant Accounting Policies	Mar. 31, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	Note 3 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as of December 31, 2020 and for the year ended December 31, 2020 as filed with the SEC on March 31, 2021, which contained the audited financial statements and notes thereto. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods . Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company has $363,621 of cash held outside of the Trust Account as of March 31, 2021 and $677,130 as of December 31, 2020. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. Investment Held in Trust Account As of March 31, 2021, the Company had $139,407,294 in the Trust Account which may be utilized for Business Combination. As of March 31, 2021, the Trust Account consisted of both cash and Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the condensed statements of operations. Interest income is recognized when earned. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Common Stock (underlying the Public Subunits) Subject to Possible Redemption The Company accounts for its common stock underlying the Public Subunits that are subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock underlying the Public Subunits subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock underlying Public Subunits (including common stock underlying Public Subunits that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock underlying the Public Subunits are classified as stockholders’ equity. The Company’s common stock underlying the Public Subunits feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021 and December 31, 2020, common stock underlying the Public Subunits subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Derivative instruments are recorded at fair value at inception and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Net Income per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The unaudited condensed statements of operations include a presentation of income per redeemable Public Share and income per non-redeemable Founder Share following the two-class method of income per share. In order to determine the net income attributable to both the public redeemable shares and founder non-redeemable shares, the Company first considered the total income allocable to both sets of shares. This is calculated using the total net income less any dividends paid. For purposes of calculating net income per share, any remeasurement of the accretion to redemption value of the common stock subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total income allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 76% for the Public Shares and 24% for the non-redeemable Founder Shares for the three months ended March 31, 2021, reflective of the respective participation rights. The earnings per share presented in the statements of operations is based on the following: For the March 31, Net income $ 120,137 Accretion of temporary equity to redemption value (24,047 ) Net income including accretion of temporary equity to redemption value $ 96,090 For the three months ended March 31, 2021 Redeemable Non-redeemable Basic and diluted net income per share: Numerator: Allocation of net income including accretion of temporary equity $ 72,984 $ 23,106 Accretion of temporary equity to redemption value 24,047 — Allocation of net income $ 97,031 $ 23,106 Denominator: Weighted-average shares outstanding 13,800,000 4,369,000 Basic and diluted net income per share $ 0.01 $ 0.01 As of March 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the Company’s earnings. As a result, diluted income per share is the same as basic income per share for the periods presented. 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. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial as of March 31, 2021 and December 31, 2020. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
Initial Public Offering	Mar. 31, 2021
Initial Public Offering Disclosure [Abstract]
Initial Public Offering	Note 4 — Initial Public Offering On December 23, 2020, the Company sold 13,800,000 Public Units at a price of $10.00 per Public Unit, including the issuance of 1,800,000 Public Units as a result of the underwriters’ full exercise of their over-allotment option. Each Public Unit consists of (i) one Public Subunit, which consists of one Public Share and one-half of one Public Warrant, and (ii) one-half of one Public Warrant. Each whole warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. (See Note 8).

Private Placements

Private Placements	3 Months Ended
Private Placements	Mar. 31, 2021
Private Placement [Abstract]
Private Placements	Note 5 — Private Placements Simultaneously with the closing of the IPO, the Sponsor and EarlyBirdCapital purchased an aggregate of 539,000 Private Units, at a price of $10.00 per unit, for an aggregate purchase price of $5,390,000. A portion of the proceeds from the sale of Private Units were added to the net proceeds from the IPO held in the Trust Account. The Private Units and their underlying securities are identical to the units sold in the Initial Public Offering except the Private Warrants will be non-redeemable and may be exercised on a cashless basis. The purchasers of the Private Units have agreed not to transfer, assign or sell any of the Private Units or underlying securities (except to the same permitted transferees as the Founder Shares) until the completion of the Business Combination. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Units will be used to fund the redemption of the Public Subunits (subject to the requirements of applicable law).

Related Party Transactions

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 6 — Related Party Transactions Founder Shares On September 11, 2018, the Company issued 3,737,500 shares of common stock to its initial stockholder (the “Founder Shares”), Able SPAC Holding LLC, for $5,000 in cash, or approximately $0.0013 per share, in connection with formation (See Note 8). On November 25, 2020, the Sponsor contributed back to the Company, for no consideration, 862,500 Founder Shares for cancellation, resulting in an aggregate of 2,875,000 Founder Shares outstanding. On December 21, 2020, the Company effected a stock dividend of 0.2 shares of common stock for every share of common stock outstanding, resulting in an aggregate of 3,450,000 Founder Shares outstanding. Founder Shares, subject to certain limited exceptions contained in the Registration Statements, will not be transferred, assigned, sold or released from escrow for a period ending on the six-month anniversary of the date of the consummation of the Initial Business Combination or earlier if, subsequent to its Initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange Administrative Services Agreement Commencing on the effective date of the Registration Statements, the Company has agreed to pay an affiliate of the Company’s Chairman an aggregate fee of $10,000 per month for providing the Company with office space and certain office and secretarial services. This arrangement will terminate upon completion of the Company’s Initial Business Combination or the distribution of the Trust Account to the Company’s public stockholders. For the three months ended March 31, 2021, the Company has accrued $33,548 of administrative fees as a due to related party. Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans. If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans, other than the interest on such proceeds that may be released for working capital purposes. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. As of March 31, 2021 and December 31, 2020, no Working Capital Loans were outstanding.

Cash and Securities Held in Tru

Cash and Securities Held in Trust Account	3 Months Ended
Cash and Securities Held in Trust Account	Mar. 31, 2021
Cash and Securities Held in Trust Account [Abstract]
Cash and Securities Held in Trust Account	Note 7 — Cash and Securities Held in Trust Account As of March 31, 2021 and December 31, 2020, cash and securities held in trust account are $139,407,294 and $139,383,247, respectively, and will not be released until the earlier of (a) the completion of the Company’s Initial Business Combination, (b) the redemption of any Public Subunits properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, or (c) the redemption of the Company’s Public Subunits if the Company is unable to complete the Initial Business Combination within the Combination Period.

Stockholders_ Equity

Stockholders’ Equity	3 Months Ended
Stockholders’ Equity	Mar. 31, 2021
Stockholders' Equity Note [Abstract]
Stockholders’ Equity	Note 8 — Stockholders’ Equity Preferred Stock Common Stock On December 23, 2020, the Company sold 13,800,000 shares of common stock as part of the IPO. Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 539,000 shares of common stock. As of March 31, 2021 and December 31, 2020, shares of common stock subject to redemption were 13,800,000 and 13,800,000, respectively. The total number of shares of common stock outstanding at March 31, 2021 and December 31, 2020 was 4,369,000 and 4,369,000, respectively. Warrants

Commitments & Contingencies

Commitments & Contingencies	3 Months Ended
Commitments & Contingencies	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	Note 9 — Commitments & Contingencies Registration Rights The holders of the Founder Shares, Private Units (and their underlying securities), Representative Shares (As defined below) and any Units that may be issued upon conversion of the Working Capital Loans (and their underlying securities) will be entitled to registration rights pursuant to an agreement signed on the effective date of the Registration Statements. The holders of a majority of these securities will be 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 Units and units issued in payment of Working Capital Loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates an Initial Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of an Initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The Company granted the underwriters a 45-day option to purchase up to 1,800,000 additional Public Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On December 23, 2020, the underwriters exercised its full over-allotment option of 1,800,000 units. On December 23, 2020, the underwriters were paid a cash underwriting fee of 2% of the gross proceeds of the IPO, totaling $2,760,000. In addition, prior to the IPO, the Company issued to EarlyBirdCapital an aggregate of 380,000 shares of common stock (the “Representative Shares”) at approximately $0.0001 per share. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the Registration Statements pursuant to Rule 5110(g)(1) of the FINRA Manual. Pursuant to FINRA Rule 5110(g)(1), these securities will not be sold during the offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statements, except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners, provided that all securities so transferred remain subject to the lockup restriction above for the remainder of the time period. Business Combination Marketing Agreement The Company has engaged EarlyBirdCapital as an advisor in connection with the Company’s business combination to assist the Company in holding meetings with the Company’s stockholders to discuss the potential business combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the Company’s Initial 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 Initial Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of the Company’s Initial Business Combination in an amount equal to 3.5% of the gross proceeds of the IPO (exclusive of any applicable finders’ fees which might become payable); provided that up to 30% of the fee may be allocated at the Company’s sole discretion to other FINRA members (including, with EarlyBirdCapital’s prior consent which shall not be unreasonably withheld, companies affiliated with the Company or the Company’s officers or directors, including Ackrell Capital) that assist the Company in identifying or consummating an Initial Business Combination.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
Fair Value Measurements	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 10 — 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. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheet. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of March 31, 2021 due to the short maturities of such instruments. Fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability. Non-Recurring Fair Value Measurements The following table presents information about the Company’s 150,000 Representative Shares that were issued on and measured at fair value on a non-recurring basis as of November 25, 2020 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. November 25, Quoted Significant Significant 2020 (Level 1) (Level 2) (Level 3) Stockholders’ Equity: Representative Shares $ 792,443 $ $ - $ 792,443 $ 792,443 $ $ - $ 792,443 The estimated fair value of the Representative Shares on November 25, 2020, the date the Representative Shares were issued, was determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model utilizing the probability weighted expected return method are assumptions related to the expected stock-price volatility (pre-merger), the risk-free interest rate, and the expected restricted term. The Company estimates the volatility of its common stock based on management’s understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected restricted term of the Representative Shares. The expected restricted term of the Representative Shares is simulated based on management assumptions regarding the timing and likelihood of completing the IPO and a business combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The assumptions used in calculating the estimated fair values represent the Company’s best estimate. However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different. The key inputs into the Monte Carlo simulation model for the Representative Shares were as follows at November 25, 2020: Input November 25, Restricted term (years) 1.02 Expected volatility 11.8 % Risk-free interest rate 0.11 % Stock price $ 9.14 Dividend yield 0 % Recurring Fair Value Measurements As of December 31, 2020, investment in the Company’s Trust Account consisted of $946 in cash and $139,382,301 in U.S. Treasury Securities. The value of the cash held in Trust Account, U.S. Treasury Securities held in Trust Account and Private Warrant liability was determined by quoted prices in active markets (Level 1), significant other observable inputs (Level 2) and significant other unobservable inputs (Level 3), respectively, as of December 31, 2020. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, Quoted Significant Significant Description 2021 (Level 1) (Level 2) (Level 3) Assets: Cash held in Trust Account $ 1,522 1,522 - $ - U.S. Treasury Securities held in Trust Account 139,405,772 - 139,405,772 - 139,407,294 1,522 139,405,772 - Liabilities: Warrant Liability – Private Warrants $ 284,975 $ - $ - $ 284,975 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. There were no transfers between levels for the three months ended March 31, 2021.

Warrant Liabilities

Warrant Liabilities	3 Months Ended
Warrant Liabilities	Mar. 31, 2021
Warrant Liabilities [Abstract]
Warrant Liabilities	Note 11 — Warrant Liabilities At March 31, 2021 and December 31, 2020, there were 539,000 Private Warrants outstanding, which the Company accounts for as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection Private Placement has been estimated using Monte Carlo simulations at each measurement date. The Company utilizes a Monte Carlo simulation model to value the warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a Monte Carol simulation model are assumptions related to expected stock price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its shares of common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is simulated based on management assumptions regarding the timing and likelihood of completing a business combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. Once the warrants become exercisable, the Company may redeem the outstanding warrants when the price per share of common stock equals or exceeds $18.00. The assumptions used in calculating the estimated fair values at the end of the reporting period represent the Company’s best estimate. However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different. The aforementioned warrant liabilities are not subject to qualified hedge accounting. The following table provides quantitative information regarding Level 3 fair value measurements of the Private Warrants: As of As of Stock price $ 9.63 $ 9.22 Strike price $ 11.50 $ 11.50 Term (in years) 5.68 5.92 Volatility 12.9 % 24.2 % Risk-free rate 1.08 % 0.49 % Dividend yield 0.0 % 0.0 %

Subsequent Events

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2021
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 and has concluded that all such events that would require adjustment or disclosure have been recognized or disclosed.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended
Accounting Policies, by Policy (Policies)	Mar. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as of December 31, 2020 and for the year ended December 31, 2020 as filed with the SEC on March 31, 2021, which contained the audited financial statements and notes thereto. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods .
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	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 has $363,621 of cash held outside of the Trust Account as of March 31, 2021 and $677,130 as of December 31, 2020. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020.
Investment Held in Trust Account	Investment Held in Trust Account As of March 31, 2021, the Company had $139,407,294 in the Trust Account which may be utilized for Business Combination. As of March 31, 2021, the Trust Account consisted of both cash and Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the condensed statements of operations. Interest income is recognized when earned.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.
Common Stock (underlying the Public Subunits) Subject to Possible Redemption	Common Stock (underlying the Public Subunits) Subject to Possible Redemption The Company accounts for its common stock underlying the Public Subunits that are subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock underlying the Public Subunits subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock underlying Public Subunits (including common stock underlying Public Subunits that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock underlying the Public Subunits are classified as stockholders’ equity. The Company’s common stock underlying the Public Subunits feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021 and December 31, 2020, common stock underlying the Public Subunits subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets.
Derivative Financial Instruments	Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Derivative instruments are recorded at fair value at inception and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Net Income / (Loss) per Common Stock	Net Income per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The unaudited condensed statements of operations include a presentation of income per redeemable Public Share and income per non-redeemable Founder Share following the two-class method of income per share. In order to determine the net income attributable to both the public redeemable shares and founder non-redeemable shares, the Company first considered the total income allocable to both sets of shares. This is calculated using the total net income less any dividends paid. For purposes of calculating net income per share, any remeasurement of the accretion to redemption value of the common stock subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total income allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 76% for the Public Shares and 24% for the non-redeemable Founder Shares for the three months ended March 31, 2021, reflective of the respective participation rights. The earnings per share presented in the statements of operations is based on the following: For the March 31, Net income $ 120,137 Accretion of temporary equity to redemption value (24,047 ) Net income including accretion of temporary equity to redemption value $ 96,090 For the three months ended March 31, 2021 Redeemable Non-redeemable Basic and diluted net income per share: Numerator: Allocation of net income including accretion of temporary equity $ 72,984 $ 23,106 Accretion of temporary equity to redemption value 24,047 — Allocation of net income $ 97,031 $ 23,106 Denominator: Weighted-average shares outstanding 13,800,000 4,369,000 Basic and diluted net income per share $ 0.01 $ 0.01 As of March 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the Company’s earnings. As a result, diluted income per share is the same as basic income per share for the periods presented.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial as of March 31, 2021 and December 31, 2020.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Revision of Prior Period Fina_2

Revision of Prior Period Financial Statements (Tables)	3 Months Ended
Revision of Prior Period Financial Statements (Tables)	Mar. 31, 2021
Revision Of Prior Period Financial Statements Tabl [Abstract]
Schedule of balance sheet	As Previously Adjustments As Restated Audited Balance Sheet at December 23, 2020 Warrant Liabilities $ - $ 574,676 $ 574,676 Total Liabilities - 574,676 574,676 Shares Subject to Possible Redemption 135,094,307 4,285,693 139,380,000 Common Stock 479 (42 ) 437 Additional paid-in capital 5,007,859 (4,860,327 ) 147,532 Total Stockholders’ Equity 5,000,008 (4,860,369 ) 139,639 Audited Balance Sheet at December 31, 2020 Warrant Liabilities $ - $ 580,860 $ 580,860 Total Liabilities 303,738 580,860 884,598 Shares Subject to Possible Redemption 134,983,359 4,399,888 139,383,247 Common Stock 480 (43 ) 437 Additional paid-in capital 5,118,821 (4,974,521 ) 144,300 Accumulated Deficit (119,298 ) (6,184 ) (125,482 ) Total Stockholders’ Equity 5,000,003 (4,980,748 ) 19,255 Audited Statement of Operations for the year ended December 31, 2020 Change in Fair Value of Warrants $ - $ (6,184 ) $ (6,184 ) Weighted average shares outstanding, basic and diluted 4,198,081 (4,198,081 ) - Basic and diluted weighted average shares outstanding, common stock subject to redemption - 339,344 339,344 Basic and diluted weighted average shares outstanding, common stock not subject to redemption - 3,429,593 3,429,593 Basic and diluted net income (loss) per share (0.03 ) 0.03 - Basic and diluted net income (loss) per share, common stock subject to redemption - 52.43 52.43 Basic and diluted net income (loss) per share, common stock not subject to redemption - (5.22 ) (5.22 ) As Previously Adjustments As Restated Audited Statement of Changes in Stockholders’ Equity for the year ended December, 2020 Issuance of Representative Shares on November 25, 2020 - Additional Paid-in-Capital $ - $ 792,428 $ 792,428 Issuance of Representative Shares on November 25, 2020 - Stockholders' Equity (Deficit) 15 792,428 792,443 Initial Value of Private Warrants - (574,676 ) (574,676 ) Reclassification of offering costs related to Public Shares - 3,655,046 3,655,046 Other Offering Expenses (532,623 ) (792,428 ) (1,325,051 ) Net Loss (155,543 ) (6,184 ) (121,727 ) Maximum number of redeemable shares - Shares (13,364,689 ) (435,311 ) (13,800,000 ) Maximum number of redeemable shares - Par Value (1,336 ) (44 ) (1,380 ) Maximum number of redeemable shares - Paid-in-Capital (134,982,023 ) 11,510,162 (123,471,861 ) Maximum number of redeemable shares - Stockholders' Equity (Deficit) (134,983,359 ) 11,510,118 (123,473,241 ) Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against APIC - (19,561,805 ) (19,561,805 ) Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against APIC (interest earned on trust account) - (3,247 ) (3,247 ) Audited Statement of Cash Flows for the year ended December 31, 2020 Net Loss $ (115,543 ) $ (6,184 ) $ (121,727 ) Change in fair value of warrant liabilities - 6,184 6,184 Initial value of warrant liabilities - 574,676 574,676 Initial value of common stock subject to possible redemption 135,094,307 (11,621,066 ) 123,473,241 Reclassification of offering costs related to Public Shares - (3,655,046 ) (3,655,046 ) Change in value of common stock subject to possible redemption (110,948 ) 110,948 - Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against APIC - 19,561,805 19,561,805 Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against APIC (interest earned on trust account) - 3,247 3,247 Unaudited Balance Sheet as of March 31, 2021 Common Stock subject to possible redemption $ 134,522,628 $ 4,884,666 $ 139,407,294 Common stocks, $0.0001 par value 485 (48 ) 437 Additional paid-in capital (5,345 ) 125,598 120,253 Total stockholders’ equity (deficit) 5,000,011 (4,884,666 ) 115,345 Unaudited Statement of Operations for the three months ended March 31, 2021 Weighted average shares outstanding, basic and diluted 18,169,000 (18,169,000 ) 0 Basic and diluted weighted average shares outstanding, common stock subject to redemption - 13,800,000 13,800,000 Basic and diluted weighted average shares outstanding, common stock not subject to redemption - 4,369,000 4,369,000 Basic and diluted net income (loss) per share $ 0.01 $ (0.01 ) $ - Basic and diluted net income (loss) per share, common stock subject to redemption - 0.01 0.01 Basic and diluted net income (loss) per share, common stock not subject to redemption - 0.01 0.01 Unaudited Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021 Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against APIC $ - $ (24,047 ) $ (24,047 ) Unaudited Statement of Cash Flows for the three months ended March 31, 2021 Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against APIC (interest earned on trust account) $ - $ 24,047 $ 24,047

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	3 Months Ended
Significant Accounting Policies (Tables)	Mar. 31, 2021
Accounting Policies [Abstract]
Schedule of net income (loss) per common share	For the March 31, Net income $ 120,137 Accretion of temporary equity to redemption value (24,047 ) Net income including accretion of temporary equity to redemption value $ 96,090
Schedule of basic and diluted net loss per share	For the three months ended March 31, 2021 Redeemable Non-redeemable Basic and diluted net income per share: Numerator: Allocation of net income including accretion of temporary equity $ 72,984 $ 23,106 Accretion of temporary equity to redemption value 24,047 — Allocation of net income $ 97,031 $ 23,106 Denominator: Weighted-average shares outstanding 13,800,000 4,369,000 Basic and diluted net income per share $ 0.01 $ 0.01

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
Fair Value Measurements (Tables)	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of measured at fair value on a non-recurring	November 25, Quoted Significant Significant 2020 (Level 1) (Level 2) (Level 3) Stockholders’ Equity: Representative Shares $ 792,443 $ $ - $ 792,443 $ 792,443 $ $ - $ 792,443
Schedule of monte carlo simulation model for representative shares	Input November 25, Restricted term (years) 1.02 Expected volatility 11.8 % Risk-free interest rate 0.11 % Stock price $ 9.14 Dividend yield 0 %
Schedule of fair value hierarchy of the valuation inputs	March 31, Quoted Significant Significant Description 2021 (Level 1) (Level 2) (Level 3) Assets: Cash held in Trust Account $ 1,522 1,522 - $ - U.S. Treasury Securities held in Trust Account 139,405,772 - 139,405,772 - 139,407,294 1,522 139,405,772 - Liabilities: Warrant Liability – Private Warrants $ 284,975 $ - $ - $ 284,975

Warrant Liabilities (Tables)

Warrant Liabilities (Tables)	3 Months Ended
Warrant Liabilities (Tables)	Mar. 31, 2021
Warrant Liabilities [Abstract]
Schedule of fair value measurement	As of As of Stock price $ 9.63 $ 9.22 Strike price $ 11.50 $ 11.50 Term (in years) 5.68 5.92 Volatility 12.9 % 24.2 % Risk-free rate 1.08 % 0.49 % Dividend yield 0.0 % 0.0 %

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)	1 Months Ended	3 Months Ended
Organization and Business Operations (Details) - USD ($)	Dec. 23, 2020	Mar. 31, 2021	Dec. 31, 2020
Organization and Business Operations (Details) [Line Items]
Percentage of fair market value		80.00%
Deposit in trust account (in Dollars per share)		$ 10.10
Liquidation, description		The holders of the Private Securities will not participate in any liquidation distribution with respect to such securities. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the $10.10 per Public Unit in the IPO. The Sponsor has agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced below $10.10 per Public Subunit by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company.
Cash		$ 363,621	$ 677,130
Sale of insider shares		5,000
Working capital loan		1,500,000
Trust account value		363,621
Sponsor [Member]
Organization and Business Operations (Details) [Line Items]
Aggregate purchase value		$ 300,000
Business Combination [Member]
Organization and Business Operations (Details) [Line Items]
Percentage of ownership interest		50.00%
Business combination, description		The Company will have 12 months from the closing of the IPO to consummate a Business Combination with an opportunity to extend the period of time up to two times each by an additional three months (for a total of up to 18 months to complete a business combination) (the “Combination Period”), subject to the Sponsor depositing into the Trust Account, on or prior to the applicable deadline, additional funds of $1,380,000 ($0.10 per unit) for each of the available three-month extensions. If the Company is unable to consummate a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding Public Subunits for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.10 per subunit, 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).
Company's obligation to redeemed, percentage		100.00%
Business Combination Entity [Member]
Organization and Business Operations (Details) [Line Items]
Business combination price, per unit (in Dollars per share)		$ 10
Private Placement [Member]
Organization and Business Operations (Details) [Line Items]
Number of units issued in transaction (in Shares)		539,000
Gross proceeds		$ 5,390,000
Initial Public Offering [Member]
Organization and Business Operations (Details) [Line Items]
Number of units issued in transaction (in Shares)	13,800,000
Gross proceeds	$ 138,000,000
Unit price (in Dollars per share)	$ 10.10
Net proceeds	$ 139,380,000
Private Placement [Member]
Organization and Business Operations (Details) [Line Items]
Number of units issued in transaction (in Shares)		539,000
Unit price (in Dollars per share)	$ 11.50	$ 10
Sponsor [Member]
Organization and Business Operations (Details) [Line Items]
Amount deposited in trust account		$ 1,380,000
Common Stock [Member]
Organization and Business Operations (Details) [Line Items]
Unit price (in Dollars per share)		$ 11.50

Revision of Prior Period Fina_3

Revision of Prior Period Financial Statements (Details) - Schedule of balance sheet - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Dec. 23, 2020
As Reported [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Warrant Liabilities
Total Liabilities		303,738
Shares Subject to Possible Redemption		134,983,359	135,094,307
Common stocks, $0.0001 par value	$ 485	480	479
Additional paid-in capital	(5,345)	5,118,821	5,007,859
Total stockholders’ equity (deficit)	$ 5,000,011	5,000,003	5,000,008
Audited Balance Sheet at December 31, 2020
Accumulated Deficit		(119,298)
Audited Statement of Operations for the year ended December 31, 2020
Change in Fair Value of Warrants
Weighted average shares outstanding, basic and diluted (in Shares)	18,169,000	4,198,081
Basic and diluted weighted average shares outstanding, common stock subject to redemption (in Shares)
Basic and diluted weighted average shares outstanding, common stock not subject to redemption (in Shares)
Basic and diluted net income (loss) per share (in Dollars per share)	$ 0.01	$ (0.03)
Basic and diluted net income (loss) per share, common stock subject to redemption (in Shares)
Basic and diluted net income (loss) per share, common stock not subject to redemption (in Shares)
Unaudited Statement of Cash Flows for the three months ended March 31, 2021
Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against APIC (interest earned on trust account)
Issuance of Representative Shares on November 25, 2020 - Additional Paid-in-Capital
Issuance of Representative Shares on November 25, 2020 - Stockholders' Equity (Deficit)		15
Initial Value of Private Warrants
Reclassification of offering costs related to public shares
Other Offering Expenses		(532,623)
Net Loss		$ (155,543)
Maximum number of redeemable shares - Shares (in Shares)		(13,364,689)
Maximum number of redeemable shares - Par Value		$ (1,336)
Maximum number of redeemable shares - Paid-in-Capital (in Shares)		(134,982,023)
Maximum number of redeemable shares - Stockholders' Equity (Deficit) (in Shares)		(134,983,359)
Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against APIC
Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against APIC (interest earned on trust account)
Audited Statement of Cash Flows for the year ended December 31, 2020
Net Loss		(115,543)
Change in fair value of warrant liabilities
Initial value of warrant liabilities
Initial value of common stock subject to possible redemption		135,094,307
Reclassification of offering costs related to public shares
Change in value of common stock subject to possible redemption		(110,948)
Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against APIC
Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against APIC (interest earned on trust account)
Unaudited Balance Sheet as of March 31, 2021
Common Stock subject to possible redemption	134,522,628
Adjustment [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Warrant Liabilities		580,860	574,676
Total Liabilities		580,860	574,676
Shares Subject to Possible Redemption		4,399,888	4,285,693
Common stocks, $0.0001 par value	(48)	(43)	(42)
Additional paid-in capital	125,598	(4,974,521)	(4,860,327)
Total stockholders’ equity (deficit)	$ (4,884,666)	(4,980,748)	(4,860,369)
Audited Balance Sheet at December 31, 2020
Accumulated Deficit		(6,184)
Audited Statement of Operations for the year ended December 31, 2020
Change in Fair Value of Warrants		$ (6,184)
Weighted average shares outstanding, basic and diluted (in Shares)	(18,169,000)	(4,198,081)
Basic and diluted weighted average shares outstanding, common stock subject to redemption (in Shares)	13,800,000	339,344
Basic and diluted weighted average shares outstanding, common stock not subject to redemption (in Shares)	4,369,000	3,429,593
Basic and diluted net income (loss) per share (in Dollars per share)	$ (0.01)	$ 0.03
Basic and diluted net income (loss) per share, common stock subject to redemption (in Shares)	0.01	52.43
Basic and diluted net income (loss) per share, common stock not subject to redemption (in Shares)	0.01	(5.22)
Unaudited Statement of Cash Flows for the three months ended March 31, 2021
Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against APIC (interest earned on trust account)	$ 24,047
Issuance of Representative Shares on November 25, 2020 - Additional Paid-in-Capital		$ 792,428
Issuance of Representative Shares on November 25, 2020 - Stockholders' Equity (Deficit)		792,428
Initial Value of Private Warrants		(574,676)
Reclassification of offering costs related to public shares		3,655,046
Other Offering Expenses		(792,428)
Net Loss		$ (6,184)
Maximum number of redeemable shares - Shares (in Shares)		(435,311)
Maximum number of redeemable shares - Par Value		$ (44)
Maximum number of redeemable shares - Paid-in-Capital (in Shares)		11,510,162
Maximum number of redeemable shares - Stockholders' Equity (Deficit) (in Shares)		11,510,118
Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against APIC	(24,047)	$ (19,561,805)
Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against APIC (interest earned on trust account)		(3,247)
Audited Statement of Cash Flows for the year ended December 31, 2020
Net Loss		(6,184)
Change in fair value of warrant liabilities		6,184
Initial value of warrant liabilities		574,676
Initial value of common stock subject to possible redemption		(11,621,066)
Reclassification of offering costs related to public shares		(3,655,046)
Change in value of common stock subject to possible redemption		110,948
Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against APIC		19,561,805
Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against APIC (interest earned on trust account)		3,247
Unaudited Balance Sheet as of March 31, 2021
Common Stock subject to possible redemption	4,884,666
As Adjusted [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Warrant Liabilities		580,860	574,676
Total Liabilities		884,598	574,676
Shares Subject to Possible Redemption		139,383,247	139,380,000
Common stocks, $0.0001 par value	437	437	437
Additional paid-in capital	120,253	144,300	147,532
Total stockholders’ equity (deficit)	$ 115,345	19,255	$ 139,639
Audited Balance Sheet at December 31, 2020
Accumulated Deficit		(125,482)
Audited Statement of Operations for the year ended December 31, 2020
Change in Fair Value of Warrants		$ (6,184)
Weighted average shares outstanding, basic and diluted (in Shares)	0
Basic and diluted weighted average shares outstanding, common stock subject to redemption (in Shares)	13,800,000	339,344
Basic and diluted weighted average shares outstanding, common stock not subject to redemption (in Shares)	4,369,000	3,429,593
Basic and diluted net income (loss) per share (in Dollars per share)
Basic and diluted net income (loss) per share, common stock subject to redemption (in Shares)	0.01	52.43
Basic and diluted net income (loss) per share, common stock not subject to redemption (in Shares)	0.01	(5.22)
Unaudited Statement of Cash Flows for the three months ended March 31, 2021
Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against APIC (interest earned on trust account)	$ 24,047
Issuance of Representative Shares on November 25, 2020 - Additional Paid-in-Capital		$ 792,428
Issuance of Representative Shares on November 25, 2020 - Stockholders' Equity (Deficit)		792,443
Initial Value of Private Warrants		(574,676)
Reclassification of offering costs related to public shares		3,655,046
Other Offering Expenses		(1,325,051)
Net Loss		$ (121,727)
Maximum number of redeemable shares - Shares (in Shares)		(13,800,000)
Maximum number of redeemable shares - Par Value		$ (1,380)
Maximum number of redeemable shares - Paid-in-Capital (in Shares)		(123,471,861)
Maximum number of redeemable shares - Stockholders' Equity (Deficit) (in Shares)		(123,473,241)
Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against APIC	(24,047)	$ (19,561,805)
Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against APIC (interest earned on trust account)		(3,247)
Audited Statement of Cash Flows for the year ended December 31, 2020
Net Loss		(121,727)
Change in fair value of warrant liabilities		6,184
Initial value of warrant liabilities		574,676
Initial value of common stock subject to possible redemption		123,473,241
Reclassification of offering costs related to public shares		(3,655,046)
Change in value of common stock subject to possible redemption
Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against APIC		19,561,805
Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against APIC (interest earned on trust account)		$ 3,247
Unaudited Balance Sheet as of March 31, 2021
Common Stock subject to possible redemption	$ 139,407,294

Significant Accounting Polici_3

Significant Accounting Policies (Details) - USD ($)	3 Months Ended
Significant Accounting Policies (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Cash	$ 363,621	$ 677,130
Trust account	$ 139,407,294
Weighted average shares (in Shares)	0.76
Founder non-redeemable shares percentage	24.00%
Federal depository insurance coverage amount	$ 250,000

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Schedule of net income (loss) per common share - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Schedule of net income (loss) per common share [Abstract]
Net income	$ 120,137	$ (1,264)
Accretion of temporary equity to redemption value	(24,047)
Net income including accretion of temporary equity to redemption value	$ 96,090

Significant Accounting Polici_5

Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Redeemable [Member]
Numerator:
Allocation of net income including accretion of temporary equity	$ 72,984
Accretion of temporary equity to redemption value	24,047
Allocation of net income	$ 97,031
Weighted-average shares outstanding (in Shares) \| shares	13,800,000
Basic and diluted net income per share (in Dollars per share) \| $ / shares	$ 0.01
Nonredeemable [Member]
Numerator:
Allocation of net income including accretion of temporary equity	$ 23,106
Accretion of temporary equity to redemption value
Allocation of net income	$ 23,106
Weighted-average shares outstanding (in Shares) \| shares	4,369,000
Basic and diluted net income per share (in Dollars per share) \| $ / shares	$ 0.01

Initial Public Offering (Detail

Initial Public Offering (Details)	1 Months Ended
Initial Public Offering (Details)	Dec. 23, 2020USD ($)$ / sharesshares
Initial Public Offering (Details) [Line Items]
Public offering transaction, description	Each Public Unit consists of (i) one Public Subunit, which consists of one Public Share and one-half of one Public Warrant, and (ii) one-half of one Public Warrant. Each whole warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. (See Note 8).
IPO [Member]
Initial Public Offering (Details) [Line Items]
Number of shares sold \| shares	13,800,000
Price per unit \| $ / shares	$ 10
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Gross proceeds \| $	$ 1,800,000

Private Placements (Details)

Private Placements (Details) - USD ($)	3 Months Ended
Private Placements (Details) - USD ($)	Mar. 31, 2021	Dec. 23, 2020
Private Placement [Member]
Private Placements (Details) [Line Items]
Sale of unit	539,000
Sale unit price per share	$ 10	$ 11.50
Total purchase price	$ 5,390,000
EarlyBirdCapital, Inc. [Member]
Private Placements (Details) [Line Items]
Sale of unit	539,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Nov. 25, 2020	Sep. 11, 2018	Dec. 21, 2020	Mar. 31, 2021	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Cash				$ 363,621	$ 677,130
Aggregate fee				10,000
Administrative fees				33,548
Working capital loans				$ 1,500,000
Business Combination Entity [Member]
Related Party Transactions (Details) [Line Items]
Business combination price, per unit (in Dollars per share)				$ 10
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Aggregate purchase of shares (in Shares)		3,737,500
Cash		$ 5,000
Issued price per share (in Dollars per share)		$ 0.0013
Cancellation of shares (in Shares)	862,500
Aggregate of shares outstanding (in Shares)	2,875,000
Founder Shares [Member] \| Business Combination [Member]
Related Party Transactions (Details) [Line Items]
Common stock. description			On December 21, 2020, the Company effected a stock dividend of 0.2 shares of common stock for every share of common stock outstanding, resulting in an aggregate of 3,450,000 Founder Shares outstanding.

Cash and Securities Held in T_2

Cash and Securities Held in Trust Account (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Cash and Securities Held in Trust Account (Details) [Line Items]
Cash held in trust account	$ 1,522	$ 139,383,247
U.S. Treasury Securities [Member]
Cash and Securities Held in Trust Account (Details) [Line Items]
Securities held in trust account	$ 139,407,294

Stockholders_ Equity (Details)

Stockholders’ Equity (Details) - $ / shares	1 Months Ended
Stockholders’ Equity (Details) - $ / shares	Dec. 23, 2020	Mar. 31, 2021	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock par value (in Dollars per share)		$ 0.0001	$ 0.0001
Preferred stock, shares issued		0	0
Common stock, shares authorized		100,000,000	100,000,000
Common stock par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock shares	13,800,000	4,369,000	4,369,000
Aggregate common stock	539,000
Shares subject to redemption		13,800,000	13,800,000
Common stock, shares outstanding		4,369,000	4,369,000
Price per share (in Dollars per share)		$ 11.50
Preferred stock, shares outstanding		0	0

Commitments & Contingencies (De

Commitments & Contingencies (Details) - USD ($)	Dec. 23, 2020	Dec. 23, 2020	Mar. 31, 2021
Commitments & Contingencies (Details) [Line Items]
Underwriters agreement, description		The Company granted the underwriters a 45-day option to purchase up to 1,800,000 additional Public Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions.
Underwriting fee	2.00%
Percentage of fee			30.00%
Business Combination [Member]
Commitments & Contingencies (Details) [Line Items]
Percentage of gross proceeds			3.50%
Early Bird Capital Inc [Member]
Commitments & Contingencies (Details) [Line Items]
Aggregate shares issued (in Shares)	380,000	380,000
Share price per share (in Dollars per share)	$ 0.0001	$ 0.0001
Over-Allotment Option [Member]
Commitments & Contingencies (Details) [Line Items]
Number of units issued in transaction (in Shares)	1,800,000
Initial Public Offering [Member]
Commitments & Contingencies (Details) [Line Items]
Proceeds from Issuance or Sale of Equity (in Dollars)	$ 2,760,000

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	12 Months Ended
Fair Value Measurements (Details) - USD ($)	Dec. 31, 2020	Mar. 31, 2021	Nov. 25, 2020
Fair Value Measurements (Details) [Line Items]
Representative shares (in Shares)			150,000
Trust Account	$ 946
Cash	677,130	$ 363,621
U.S. Treasury Securities [Member]
Fair Value Measurements (Details) [Line Items]
Cash	$ 139,382,301

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of measured at fair value on a non-recurring	Nov. 25, 2020USD ($)
Fair Value Measurements (Details) - Schedule of measured at fair value on a non-recurring [Line Items]
Representative Shares	$ 792,443
Total	792,443
Significant Other Unobservable Inputs (Level 3) [Member]
Fair Value Measurements (Details) - Schedule of measured at fair value on a non-recurring [Line Items]
Representative Shares	792,443
Total	$ 792,443

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of monte carlo simulation model for representative shares - $ / shares	Nov. 25, 2020	Mar. 31, 2021	Dec. 31, 2020
Schedule of monte carlo simulation model for representative shares [Abstract]
Restricted term (years)	1 year 7 days
Expected volatility	11.80%	12.90%	24.20%
Risk-free interest rate	0.11%	1.08%	0.49%
Stock price (in Dollars per share)	$ 9.14	$ 9.63	$ 9.22
Dividend yield	0.00%	0.00%	0.00%

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of fair value hierarchy of the valuation inputs - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Assets:
Cash held in Trust Account	$ 1,522	$ 139,383,247
U.S. Treasury Securities held in Trust Account	139,405,772
Fair value of assets	139,407,294
Liabilities:
Warrant Liability – Private Warrants	284,975	$ 580,860
Quoted Prices In Active Markets (Level 1) [Member]
Assets:
Cash held in Trust Account	1,522
U.S. Treasury Securities held in Trust Account
Fair value of assets	1,522
Liabilities:
Warrant Liability – Private Warrants
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Cash held in Trust Account
U.S. Treasury Securities held in Trust Account	139,405,772
Fair value of assets	139,405,772
Liabilities:
Warrant Liability – Private Warrants
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Cash held in Trust Account
U.S. Treasury Securities held in Trust Account
Fair value of assets
Liabilities:
Warrant Liability – Private Warrants	$ 284,975

Warrant Liabilities (Details)

Warrant Liabilities (Details) - $ / shares	3 Months Ended
Warrant Liabilities (Details) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Warrant Liabilities [Abstract]
Private warrant outstanding		539,000
Warrant price per share	$ 18

Warrant Liabilities (Details) -

Warrant Liabilities (Details) - Schedule of fair value measurement	Nov. 25, 2020$ / shares	Mar. 31, 2021$ / shares$ / item	Dec. 31, 2020$ / shares$ / item
Schedule of fair value measurement [Abstract]
Stock price (in Dollars per share) \| $ / shares	$ 9.14	$ 9.63	$ 9.22
Strike price (in Dollars per Item) \| $ / item		11.50	11.50
Term (in years)		5 years 248 days	5 years 335 days
Volatility	11.80%	12.90%	24.20%
Risk-free rate	0.11%	1.08%	0.49%
Dividend yield	0.00%	0.00%	0.00%