0001213900-21-030047 | 10-K/A | XBRL Viewer

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Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2020	May 21, 2021	Jun. 30, 2020
Document Information Line Items
Entity Registrant Name	TUSCAN HOLDINGS CORP.
Trading Symbol	THCB
Document Type	10-K/A
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		35,470,512
Entity Public Float			$ 282,348,000
Amendment Flag	true
Amendment Description	Tuscan Holdings Corp. (the “Company” or “Tuscan”) is filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to the Annual Report on Form 10-K for the year ended December 31, 2020, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 25, 2021 (the “Original 10-K”) as a comprehensive amendment to amend and restate its financial statements and related footnote disclosures as of and for the year ended December 31, 2020, and the financial statements and related footnote disclosures included in the Annual Report on Form 10-K as of and for the year ended December 31, 2019 (the “2019 10-K”), each of the Forms 10-Q as of and for the periods ended March 31, 2019, June 30, 2019, September 30, 2019, March 31, 2020, June 30, 2020 and September 30, 2020 (collectively, the “Original 10-Qs”), and the balance sheet as of March 7, 2019 (the “March 7, 2019 Balance Sheet”). Accordingly, the following sections of the Original 10-K are being amended and restated hereby: Part I, Item 1A “Risk Factors”, Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, Part II, Item 8 “Financial Statements and Supplementary Data”, Part II, Item 9A “Controls and Procedures” and Part IV, Item 15, “Exhibits and Financial Statement Schedules”. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (“Exchange Act”), new certifications by our principal executive officer and principal financial officer are being filed as exhibits to this Amendment.As noted above, Part II, Item 8 “Financial Statements and Supplementary Data” and Part IV, Item 15, “Exhibits and Financial Statement Schedules” of this Amendment reflects the restatement of financial information included in the Original 10-K, 2019 10-K, the Original 10-Qs, and March 7, 2019 Balance Sheet, and it supersedes the financial information included therein. We have also evaluated subsequent events and events that occurred after December 31, 2020 and have updated Note 12 to the financial statements included herein. The 2019 10-K, March 7, 2019 Balance Sheet, and the Original 10-Qs are not being separately amended and, accordingly, the financial information therein should not be relied upon.Except as described above, no other changes have been made to the Original 10-K. Accordingly, this Amendment should be read in conjunction with the Original 10-K and our filings with the SEC subsequent to the date of the Original 10-K.
Entity Central Index Key	0001760689
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-38302
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-2530757
Entity Address, Address Line One	135 E. 57th St
Entity Address, Address Line Two	18th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	(646)
Local Phone Number	948-7100
Title of 12(b) Security	Common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes

Balance Sheets - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Current assets
Cash	$ 135,961	$ 140,303
Prepaid income taxes		69,818
Prepaid expenses and other current assets	22,499	186,247
Total Current Assets	158,460	396,368
Cash and marketable securities held in Trust Account	282,254,978	280,103,245
TOTAL ASSETS	282,413,438	280,499,613
Current liabilities
Accounts payable and accrued expenses	320,978	269,055
Income taxes payable	302,547
Advances from related party	22,179
Total Current Liabilities	645,704	269,055
Convertible promissory note – related party	200,000
Warrant liability	4,204,440	405,330
Deferred tax liability	21,468	27,069
TOTAL LIABILITIES	5,071,612	701,454
Commitments
Common stock subject to possible redemption 26,675,733 and 27,086,524 at December 31, 2020 and 2019, respectively	272,341,820	274,798,150
Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock, $0.0001 par value; 65,000,000 shares authorized; 8,808,069 and 8,400,476 shares issued and outstanding (excluding 26,675,733 and 27,086,524 shares subject to possible redemption) at December 31, 2020 and 2019, respectively	881	840
Additional paid-in capital	4,028,907	1,605,302
Retained earnings	970,218	3,393,867
Total Stockholders’ Equity	5,000,006	5,000,009
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 282,413,438	$ 280,499,613

Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Common stock subject to possible redemption	26,675,733	27,086,524
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	65,000,000	65,000,000
Common stock, shares issued	8,808,069	8,400,476
Common stock, shares outstanding	8,808,069	8,400,476

Statements of Operations - USD ($)	12 Months Ended
Statements of Operations - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
Operating and formation costs	$ 921,665	$ 778,815
Loss from operations	(921,665)	(778,815)
Other income (expense):
Interest earned on marketable securities held in Trust Account	2,654,140	4,912,346
Change in fair value of warrant liability	(3,799,110)	27,480
Unrealized gain on marketable securities held in Trust Account	9,750	128,899
Other income (expense)	(1,135,220)	5,068,725
Income before provision for income taxes	(2,056,885)	4,289,910
Provision for income taxes	(366,764)	(895,251)
Net (loss) income	$ (2,423,649)	$ 3,394,659
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption (in Shares)	27,069,514	27,072,466
Basic and diluted net income per share, Common stock subject to possible redemption (in Dollars per share)	$ 0.07	$ 0.14
Basic weighted average shares outstanding, Common stock (in Shares)	8,417,241	7,969,549
Basic net loss per common share, Common stock (in Dollars per share)	$ (0.53)	$ (0.06)
Diluted weighted average shares outstanding, Common Stock (in Shares)	8,417,241	7,969,549
Diluted net loss per common share, Common stock (in Dollars per share)	$ (0.53)	$ (0.07)

Statements of Changes in Stockholders’ Equity - USD ($)	Common Stock	Additional Paid-in Capital	Retained Earnings/ (Accumulated Deficit)	Total
Balance at Dec. 31, 2018	$ 720	$ 25,480	$ (792)	$ 25,408
Balance (in Shares) at Dec. 31, 2018	7,200,000
Sale of 27,600,000 Units, net of underwriting discount and offering expenses	$ 2,760	269,938,142		269,940,902
Sale of 27,600,000 Units, net of underwriting discount and offering expenses (in Shares)	27,600,000
Sale of 687,000 Private Units, net of warrant liability	$ 68	6,437,122		6,437,190
Sale of 687,000 Private Units, net of warrant liability (in Shares)	687,000
Common stock subject to possible redemption	$ (2,708)	(274,795,442)		(274,798,150)
Common stock subject to possible redemption (in Shares)	(27,086,524)
Net income (loss)			3,394,659	3,394,659
Balance at Dec. 31, 2019	$ 840	1,605,302	3,394,659	5,000,009
Balance (in Shares) at Dec. 31, 2019	8,400,476
Change in value of common stock subject to possible redemption	$ 41	2,423,605		2,423,646
Change in value of common stock subject to possible redemption (in Shares)	407,593
Net income (loss)			(2,423,649)	(2,423,649)
Balance at Dec. 31, 2020	$ 881	$ 4,028,907	$ 970,218	$ 5,000,006
Balance (in Shares) at Dec. 31, 2020	8,808,069

Statements of Changes in Stockholders’ Equity (Parentheticals)	12 Months Ended
	Dec. 31, 2019 USD ($)
Statement of Stockholders' Equity [Abstract]
Sale of units, net of underwriting discount and offering expenses	$ 27,600,000
Sale of private units, net of warrant liability	$ 687,000

Statements of Cash Flows - USD ($)	12 Months Ended
Statements of Cash Flows - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Cash Flows from Operating Activities:
Net (loss) income	$ (2,423,649)	$ 3,394,659
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liability	3,799,110	(27,480)
Interest earned on marketable securities held in Trust Account	(2,654,140)	(4,912,346)
Unrealized gain on marketable securities held in Trust Account	(9,750)	(128,899)
Deferred tax provision	(5,601)	27,069
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	163,748	(186,222)
Prepaid income taxes	69,818	(69,818)
Accounts payable and accrued expenses	51,923	268,605
Income taxes payable	302,547
Net cash used in operating activities	(705,994)	(1,634,432)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(276,000,000)
Cash withdrawn from Trust Account for redemptions	32,684
Cash withdrawn from Trust Account to pay income taxes	479,473	938,000
Net cash provided by (used in) investing activities	512,157	(275,062,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		270,480,000
Proceeds from sale of Private Units		6,870,000
Advances from related party	25,012	86,748
Repayment of advances from related party	(2,833)	(86,748)
Proceeds from convertible promissory note – related party	200,000
Proceeds from promissory note – related party		15,000
Repayment of promissory note – related party		(90,342)
Payment of offering costs	(32,684)	(455,423)
Net cash provided by financing activities	189,495	276,819,235
Net Change in Cash	(4,342)	122,803
Cash – Beginning of period	140,303	17,500
Cash – End of period	135,961	140,303
Supplemental cash flow information
Cash paid for income taxes		938,000
Non-Cash investing and financing activities:
Initial classification of common stock subject to possible redemption		271,403,050
Change in value of common stock subject to possible redemption	$ (2,456,330)	$ 3,395,100

Description of Organization and Business Operations

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Tuscan Holdings Corp. (the “Company”) was incorporated in Delaware on November 5, 2018. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”).

Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company is focusing its search on companies in the cannabis industry.

The Company has one subsidiary, TSCN Merger Sub Inc., a wholly-owned subsidiary of the Company incorporated in Delaware on January 21, 2021 (“Merger Sub”) (see Note 12).

All activity through December 31, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination, activities in connection with the proposed acquisition of Microvast, Inc., a Delaware corporation (“Microvast”) (see Note 12). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on March 5, 2019. On March 7, 2019, the Company consummated the Initial Public Offering of 24,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $240,000,000, which is described in Note 4.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 615,000 units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to Tuscan Holdings Acquisition LLC (the “Sponsor”) and EarlyBirdCapital, Inc. (“EarlyBirdCapital”) and its designee, generating gross proceeds of $6,150,000, which is described in Note 5.

Following the closing of the Initial Public Offering on March 7, 2019, an amount of $240,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (“Trust Account”) which are 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 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below.

On March 12, 2019, the underwriters exercised their over-allotment option in full, resulting in the sale of an additional 3,600,000 Units for $36,000,000, less the underwriters’ discount of $720,000. In connection with the underwriters’ exercise of their over-allotment option, the Company also consummated the sale of an additional 72,000 Private Units at $10.00 per Private Unit, generating total gross proceeds of $720,000. A total of $36,000,000 was deposited into the Trust Account from the sale of the additional Units pursuant to the over-allotment option and the additional sale of Private Units, bringing the aggregate proceeds held in the Trust Account to $276,000,000.

Transaction costs amounted to $6,059,098, consisting of $5,520,000 of underwriting fees and $539,098 of other offering costs.

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

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, solely if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and EarlyBirdCapital have agreed to vote their Founder Shares (as defined in Note 6), Private Shares (as defined in Note 5) and any Public Shares purchased after the Initial Public Offering in favor of approving a Business Combination and not to convert any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.

The Sponsor and EarlyBirdCapital have agreed (a) to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Shares if the Company fails to consummate a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect a public stockholders’ ability to convert or sell their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company had until December 7, 2020 to complete a Business Combination (the “Combination Period”). On December 3, 2020, the Company held a special meeting pursuant to which the Company’s stockholders approved extending the Combination Period from December 7, 2020 to April 30, 2021 (the “Extension Date”). In connection with the approval of the extension, stockholders elected to redeem an aggregate of 3,198 shares of the Company’s common stock. As a result, an aggregate of approximately $32,700 (or approximately $10.22 per share) was released from the Company’s Trust Account to pay such stockholders. Additionally, on May 10, 2021, at a reconvened annual meeting of stockholders initially convened on April 28, 2021, the Company received stockholder approval to further extend the date by which the Company is required to complete a business combination from April 30, 2021 to July 31, 2021. In connection with such extension, holders of an aggregate of 13,290 Public Shares exercised their right to redeem their shares for cash.

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share, except as to any claims by a third party who executed an agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Insiders will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Risks and Uncertainties

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

Liquidity and Going Concern

The Company has principally financed its operations from inception using proceeds from the sale of its equity securities to its stockholders prior to the Initial Public Offering and such amount of proceeds from the Initial Public Offering that were placed in an account outside of the Trust Account for working capital purposes. As of December 31, 2020, the Company had $135,961 held outside of the Trust Account. As of April 20, 2020, the Sponsor committed to provide an aggregate of $500,000 in loans to the Company. The loans shall be non-interest bearing, unsecured and due upon the consummation of a Business Combination. In the event that a Business Combination does not close, the loans would be repaid only out of funds held outside the Trust Account to the extent such funds are available. Otherwise, all amounts loaned to the Company would be forgiven. On April 21, 2020, the Sponsor loaned the Company an aggregate of $200,000 (see Note 6).

Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination.

The Company will need to raise further additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. In addition to the loan commitment described herein (see Note 12), the Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through July 31, 2021 (which was extended from April 30, 2021 by vote of the Company’s stockholders), the current date that the Company will be required to cease all operations, except for the purpose of winding up, if a Business Combination is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Restatement of Previously Issued Financial Statements

12 Months Ended

Dec. 31, 2020

Condensed Financial Information Disclosure [Abstract]

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company previously accounted for its outstanding Private Warrants as components of equity instead of as derivative liabilities. The warrant agreement governing the Private Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the Private Warrant.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). The SEC Statement advises, among other things, that certain adjustments generally present in SPAC warrants preclude such warrants from being accounted for as equity, which terms are similar to those contained in the warrant agreement (the “Warrant Agreement”).

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

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

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

The table below summarizes the effects of the restatement on the financial statements for all periods being restated.

	As
	Previously						As
	Reported			Adjustments			Restated

Balance sheet as of March 7, 2019 (audited)
Total Liabilities	$	800		$	387,450		$	388,250
Common Stock Subject to Possible Redemption		235,835,860			(387,450	)		235,448,410
Common Stock		823			4			827
Additional Paid-in Capital		5,000,419			(4	)		5,000,415
Accumulated Deficit		(1,237	)		-			(1,237	)

Number of shares subject to redemption		23,583,586			(38,745	)		23,544,841

Balance sheet as of March 31, 2019 (unaudited)
Total Liabilities	$	141,266		$	480,900		$	622,166
Common Stock Subject to Possible Redemption		272,119,628			(480,900	)		271,638,728
Common Stock		830			5			835
Additional Paid-in Capital		4,716,644			48,085			4,764,729
Retained Earnings		282,533			(48,090	)		234,443

Number of shares subject to redemption		27,181,690			(48,037	)		27,133,653

Balance sheet as of June 30, 2019 (unaudited)
Total Liabilities	$	575,711		$	535,860		$	1,111,571
Common Stock Subject to Possible Redemption		273,384,442			(535,860	)		272,848,582
Common Stock		827			5			832
Additional Paid-in Capital		3,451,833			103,045			3,554,878
Retained Earnings		1,547,342			(103,050	)		1,444,292

Number of shares subject to redemption		27,212,685			(53,339	)		27,159,346

Balance sheet as of September 30, 2019 (unaudited)
Total Liabilities	$	305,931		$	522,120		$	828,051
Common Stock Subject to Possible Redemption		274,281,031			(522,120	)		273,758,911
Common Stock		833			5			838
Additional Paid-in Capital		2,555,238			89,305			2,644,543
Retained Earnings		2,443,936			(89,310	)		2,354,626

Number of shares subject to redemption		27,157,275			(51,696	)		27,105,579

Balance sheet as of December 31, 2019 (audited)
Total Liabilities	$	296,124		$	405,330		$	701,454
Common Stock Subject to Possible Redemption		275,203,480			(405,330	)		274,798,150
Common Stock		836			4			840
Additional Paid-in Capital		1,632,786			(27,484	)		1,605,302
Retained Earnings		3,366,387			27,480			3,393,867

Number of shares subject to redemption		27,126,477			(39,953	)		27,086,524

Balance sheet as of March 31, 2020 (unaudited)
Total Liabilities	$	845,553		$	267,930		$	1,113,483
Common Stock Subject to Possible Redemption		276,969,542			(267,930	)		276,701,612
Common Stock		840			2			842
Additional Paid-in Capital		-			(164,882	)		(164,882	)
Retained Earnings		4,999,162			164,880			5,164,042

Number of shares subject to redemption		27,082,526			(26,199	)		27,056,327

Balance sheet as of June 30, 2020 (unaudited)
Total Liabilities	$	761,591		$	401,895		$	1,163,486
Common Stock Subject to Possible Redemption		276,806,346			(401,895	)		276,404,451
Common Stock		839			4			843
Additional Paid-in Capital		29,917			(30,919	)		(1,002	)
Accumulated Deficit		4,969,245			30,915			5,000,160

Number of shares subject to redemption		27,099,153			(39,345	)		27,059,808

Balance sheet as of September 30, 2020 (unaudited)
Total Liabilities	$	826,108		$	348,653		$	1,174,761
Common Stock Subject to Possible Redemption		276,705,058			(348,653	)		276,356,405
Common Stock		838			3			841
Additional Paid-in Capital		131,206			(84,160	)		47,046
Retained Earnings		4,867,958			84,157			4,952,115

Number of shares subject to redemption		27,110,573			(34,160	)		27,076,413

Balance sheet as of December 31, 2020 (audited)
Total Liabilities	$	867,172		$	4,204,440		$	5,071,612
Common Stock Subject to Possible Redemption		276,546,264			(4,204,440	)		272,341,820
Common Stock		840			41			881
Additional Paid-in Capital		257,314			3,771,589			4,028,903
Retained Earnings		4,741,848			(3,771,630	)		970,218

Number of shares subject to redemption		27,087,556			(411,823	)		26,675,733

Statement of Operations for the Three months ended March 31, 2019 (unaudited)
Net income (loss)	$	283,325		$	(48,090	)	$	235,235
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		27,181,690			-			27,181,690
Basic and diluted net income per share, Common stock subject to possible redemption		0.00			0.00			0.00
Basic and diluted weighted average shares outstanding, Common stock		6,780,244			-			6,780,244
Basic and diluted net income per share, Common stock		0.00			0.05			0.05

Statement of Operations for the Three months ended June 30, 2019 (unaudited)
Net income (loss)	$	1,264,809		$	(54,960	)	$	1,209,849
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		27,212,685			-			27,212,685
Basic and diluted net income per share, Common stock subject to possible redemption		0.00			0.00			0.00
Basic and diluted weighted average shares outstanding, Common stock		8,305,310			-			8,305,310
Basic and diluted net income per share, Common stock		(0.02	)		0.17			0.15

Statement of Operations for the Six months ended June 30, 2019 (unaudited)
Net income (loss)	$	1,548,134		$	(103,050	)	$	1,445,084
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		27,212,685			(55,410	)		27,157,275
Basic and diluted net income per share, Common stock subject to possible redemption		0.00			0.00			0.00
Basic and diluted weighted average shares outstanding, Common stock		7,546,990			727,325			8,274,315
Basic and diluted net income per share, Common stock		(0.02	)		0.13			0.11

Statement of Operations for the Three months ended September 30, 2019 (unaudited)
Net income	$	896,594		$	13,740		$	910,334
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		27,157,275			-			27,157,275
Basic and diluted net income per share, Common stock subject to possible redemption		0.00			0.00			0.00
Basic and diluted weighted average shares outstanding, Common stock		8,274,315			(482,219	)		7,792,096
Basic and diluted net income per share, Common stock		(0.02	)		0.34			0.32

Statement of Operations for the Nine months ended September 30, 2019 (unaudited)
Net income (loss)	$	2,444,728		$	(89,310	)	$	2,355,418
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		27,157,275			-			27,157,275
Basic and diluted net income per share, Common stock subject to possible redemption		0.00			0.00			0.00
Basic and diluted weighted average shares outstanding, Common stock		7,792,096			-			7,792,096
Basic and diluted net income per share, Common stock		(0.04	)		0.36			0.32

Statement of Operations for the Year ended December 31, 2019 (audited)
Net income	$	3,367,179		$	27,480		$	3,394,659
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		27,126,477			-			27,126,477
Basic and diluted net income per share, Common stock subject to possible redemption		0.00			0.00			0.00
Basic and diluted weighted average shares outstanding, Common stock		7,927,608			-			7,927,608
Basic and diluted net income per share, Common stock		(0.07	)		0.51			0.44

Statement of Operations for the Three months ended March 31, 2020 (unaudited)
Net income	$	1,766,055		$	137,400		$	1,903,455
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		27,082,526			3,998			27,086,524
Basic and diluted net income per share, Common stock subject to possible redemption		0.07			0.00			0.07
Basic and diluted weighted average shares outstanding, Common stock		8,360,523			39,953			8,400,476
Basic and diluted net income per share, Common stock		(0.02	)		(0.02	)		(0.00	)

Statement of Operations for the Three months ended June 30, 2020 (unaudited)
Net loss	$	(163,197	)	$	(133,965	)	$	(297,162	)
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		27,099,153			(42,856	)		27,056,327
Basic and diluted net income per share, Common stock subject to possible redemption		0.00			0.00			0.00
Basic and diluted weighted average shares outstanding, Common stock		8,404,474			26,199			8,430,673
Basic and diluted net income per share, Common stock		(0.02	)		(0.02	)		(0.04	)

Statement of Operations for the Six months ended June 30, 2020 (unaudited)
Net income	$	1,602,858		$	3,435		$	1,606,293
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		27,099,153			(27,727	)		27,071,426
Basic and diluted net income per share, Common stock subject to possible redemption		0.07			0.00			0.07
Basic and diluted weighted average shares outstanding, Common stock		8,382,499			33,076			8,415,575
Basic and diluted net income per share, Common stock		(0.04	)		0.00			(0.04	)

Statement of Operations for the Three months ended September 30, 2020 (unaudited)
Net income (loss)	$	(101,287	)	$	53,242		$	(48,045	)
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		27,110,573			(50,765	)		27,059,808
Basic and diluted net income per share, Common stock subject to possible redemption		0.00			0.00			0.00
Basic and diluted weighted average shares outstanding, Common stock		8,387,847			39,345			8,427,192
Basic and diluted net income per share, Common stock		(0.01	)		0.00			(0.01	)

Statement of Operations for the Nine months ended September 30, 2020 (unaudited)
Net income	$	1,501,571		$	56,677		$	1,558,248
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		27,110,573			(43,048	)		27,067,525
Basic and diluted net income per share, Common stock subject to possible redemption		0.07			0.00			0.07
Basic and diluted weighted average shares outstanding, Common stock		8,384,294			35,181			8,419,475
Basic and diluted net income per share, Common stock		(0.06	)		0.01			(0.05	)

Statement of Operations for the Year ended December 31, 2020 (audited)
Net Income (loss)	$	1,375,461		$	(3,799,110	)	$	(2,423,649	)
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		27,104,439			(34,925	)		27,069,514
Basic and diluted net income per share, Common stock subject to possible redemption		0.08			(0.01	)		0.07
Basic and diluted weighted average shares outstanding, Common stock		8,382,317			34,924			8,417,241
Basic and diluted net income per share, Common stock		(0.08	)		(0.45	)		(0.53	)

Cash Flow Statement for the Period from March 7, 2019 (inception) to March 31, 2019 (unaudited)
Net income (loss)	$	283,325	$	(48,090	)	$	235,235
Change in fair value of warrant liability		--		48,090			48,090
Initial classification of warrant liability		--		432,810			432,810
Initial classification of common stock subject to possible redemption		271,835,860		(432,810	)		271,403,050
Change in value of common stock subject to possible redemption		283,768		(48,090	)		235,678

Cash Flow Statement for the Period from March 7, 2019 (inception) to June 30, 2019 (unaudited)
Net income (loss)	$	1,548,134	$	(103,050	)	$	1,445,084
Change in fair value of warrant liability		--		103,050			103,050
Initial classification of warrant liability		--		432,810			432,810
Initial classification of common stock subject to possible redemption		271,835,860		(432,810	)		271,403,050
Change in value of common stock subject to possible redemption		1,548,582		(105,050	)		1,445,532

Cash Flow Statement for the Period from March 7, 2019 (inception) to September 30, 2019 (unaudited)
Net income (loss)	$	2,444,728	$	(89,310	)	$	2,355,418
Change in fair value of warrant liability		--		89,310			89,310
Initial classification of warrant liability		--		432,810			432,810
Initial classification of common stock subject to possible redemption		271,835,860		(432,810	)		271,403,050
Change in value of common stock subject to possible redemption		2,445,171		(89,310	)		2,355,861

Cash Flow Statement for the Period from March 7, 2019 (inception) to December 31, 2019 (audited)
Net income	$	3,367,179	$	27,480		$	3,394,659
Change in fair value of warrant liability		--		(27,480	)		(27,480	)
Initial classification of warrant liability		--		432,810			432,810
Initial classification of common stock subject to possible redemption		271,835,860		(432,810	)		271,403,050
Change in value of common stock subject to possible redemption		3,367,620		27,480			3,395,100

Cash Flow Statement Three months ended March 31, 2020 (unaudited)
Net income	$	1,766,055	$	137,400		$	1,903,455
Change in fair value of warrant liability		--		137,400			137,400
Change in value of common stock subject to possible redemption		1,766,062		137,400			1,903,462

Cash Flow Statement Six months ended June 30, 2020 (unaudited)
Net income	$	1,602,858	$	3,435		$	1,606,293
Change in fair value of warrant liability		--		3,435			3,435
Change in value of common stock subject to possible redemption		1,602,866		3,435			1,606,301

Cash Flow Statement Nine months ended September 30, 2020 (unaudited)
Net income	$	1,501,571	$	56,667		$	1,558,248
Change in fair value of warrant liability		--		56,667			56,667
Change in value of common stock subject to possible redemption		1,501,578		56,667			1,558,245

Cash Flow Statement Year Ended December 31, 2020 (unaudited)
Net income (loss)	$	1,375,461	$	(3,799,110	)	$	(2,423,649	)
Change in fair value of warrant liability		--		(3,799,110	)		(3,799,110	)
Change in value of common stock subject to possible redemption		1,342,784		3,799,114			(2,456,330	)

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

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

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

Cash and Cash Equivalents

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

Cash and Marketable Securities Held in Trust Account

At December 31, 2020 and 2019, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. During the year ended December 31, 2020 and 2019, the Company withdrew $479,473 and $938,000 of interest income from the Trust Account, respectively, to pay its franchise and income tax obligations.

Warrant Liability

The Company accounts for warrants in accordance with the guidance contained in ASC 815-40-15-7D under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. As the Private Warrants meet the definition of a derivative as contemplated in ASC 815, the Company classifies the Private Warrants as liabilities at their fair value and adjusts the Private Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Warrants for periods where no observable traded price was available were valued using a binomial lattice model. For periods subsequent to the detachment of the Private Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date (see Note 12).

Common Stock Subject to Possible Redemption

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

Income Taxes

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

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020 and 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

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

Net Income (Loss) Per Common Share

Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period.

The Company’s statement of operations includes a presentation of income per share for common shares subject to possible redemption in a manner similar to the two-class method of loss per share. Net income per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance.

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

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

	Year Ended December 31,
	2020			2019
Common stock subject to possible redemption
Numerator: Earnings allocable to Common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	2,565,492		$	4,827,854
Unrealized gain on marketable securities held in Trust Account		9,424			126,682
Less: Income and franchise taxes		(556,403	)		(1,042,603	)
Net income allocable to shares subject to possible redemption	$	2,018,513		$	3,911,933

Denominator: Weighted average Common stock subject to possible redemption
Basic and diluted weighted average shares outstanding		27,069,514			27,072,466
Basic and diluted net income per common share	$	0.07		$	0.14

Non-Redeemable Common Stock
Basic Loss per Share
Numerator Net Income minus Net Earnings
Net loss	$	(2,423,649	)	$	3,394,659
Less: Income attributable to common stock subject to possible redemption		(2,018,513	)		(3,911,933	)
Non-Redeemable Net Loss	$	(4,442,162	)	$	(517,274	)
Denominator: Weighted Average Non-Redeemable Common Stock
Basic weighted average shares outstanding		8,417,241			7,969,549
Basic net loss per common share	$	(0.53	)	$	(0.06	)

Diluted Loss per Share
Numerator: Non-Redeemable Net Loss minus Change in fair value of warrant liability
Non-Redeemable Net Loss – Basic	$	(4,442,162	)	$	(517,724	)
Less: Change in fair value of warrant liability		--			27,480
Non-Redeemable Net Loss – Diluted	$	(4,442,162	)	$	(544,754	)

Denominator: Weighted Average Non-Redeemable Common Stock
Diluted weighted average shares outstanding ⁽¹⁾		8,417,241			7,969,549

Diluted net loss per common share	$	(0.53	)	$	(0.07	)

(1) As of March 31, 2021 and 2020, diluted shares do not include the effect of warrants to purchase 28,287,000 shares of common stock as the inclusion of such warrants would be anti-dilutive.

Concentration of Credit Risk

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

Fair Value of Financial Instruments

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

Fair Value Measurements

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

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

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

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

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

Derivative Financial Instruments

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

Recently Issued Accounting Standards

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

Initial Public Offering

12 Months Ended

Dec. 31, 2020

Initial Public Offering Disclosure [Abstract]

INITIAL PUBLIC OFFERING

NOTE 4. INITIAL PUBLIC OFFERING

On March 7, 2019, the Company consummated the Initial Public Offering and sold 24,000,000 units at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one warrant (“Public Warrant”). On March 12, 2019, in connection with the underwriters’ exercise of the over-allotment option in full, the Company sold an additional 3,600,000 Units at a price of $10.00 per Unit. Each Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 8).

Private Placement

12 Months Ended

Dec. 31, 2020

Private Placement Disclosure [Abstract]

PRIVATE PLACEMENT

NOTE 5. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor and EarlyBirdCapital and its designee purchased an aggregate of 615,000 Private Units at a price of $10.00 per Private Unit, for an aggregate purchase price of $6,150,000. The Sponsor purchased 500,047 Private Units and EarlyBirdCapital and its designee purchased an aggregate of 114,953 Private Units. On March 12, 2019, in connection with the underwriters’ exercise of the over-allotment option in full, the purchasers purchased an aggregate of an additional 72,000 additional Private Units, of which 58,542 Private Units were purchased by the Sponsor and 13,458 Private Units were purchased by EarlyBirdCapital and its designee, for an aggregate purchase price of $720,000. Each Private Unit consists of one share of common stock (“Private Share”) and one warrant (“Private Warrant”). Each Private Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 8). The proceeds from the Private Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Units and all underlying securities will be worthless.

Related Party Transactions

12 Months Ended

Dec. 31, 2020

RELATED PARTY TRANSACTIONS

NOTE 6. RELATED PARTY TRANSACTIONS

Founder Shares

In November 2018, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s common stock for an aggregate price of $25,000. On March 5, 2019, the Company effected a stock dividend of 0.2 shares of common stock for each outstanding share (the “Stock Dividend”), resulting in 6,900,000 Founder Shares being issued and outstanding. The 6,900,000 Founder Shares included an aggregate of up to 900,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the holders of the Founder Shares would collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the holders did not purchase any Public Shares in the Initial Public Offering and excluding the Private Units and Representative Shares (see Note 8). In connection with the underwriters’ exercise of the over-allotment option in full on March 12, 2019, 900,000 Founder Shares are no longer subject to forfeiture.

The holders of the Founder Shares have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until, with respect to 50% of the Founder Shares, the earlier of one year after the consummation of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after a Business Combination and, with respect to the remaining 50% of the Founder Shares, until the one year after the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Private Placement Units

Simultaneously with the consummation of the initial public offering, the Company consummated the private placement of 687,000 Private Units at a price of $10.00 per Private Unit, generating total proceeds of $6,870,000. The Private Units were sold to the Sponsor and EarlyBirdCapital and its designees. The Private Units are identical to the units sold in the initial public offering, except that the warrants underlying the Private Units are non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees. The initial purchasers have agreed not to transfer, assign or sell any of the Private Units and underlying securities until after the completion of an initial business combination.

Administrative Service Fee

Vogel Partners, LLP, an affiliate of Mr. Vogel, has agreed that, until the earlier of the consummation of an initial business combination or Tuscan’s liquidation, it will make available to Tuscan certain general and administrative services, including office space, utilities and administrative support, as Tuscan may require from time to time. Tuscan has agreed to pay Vogel Partners, LLP $10,000 per month for these services. Tuscan believes, based on rents and fees for similar services in the New York City metropolitan area, that the fee charged by Vogel Partners, LLP is at least as favorable as it could have obtained from an unaffiliated person.. For the year ended December 31, 2020 and 2019, the Company incurred $120,000 and $100,000, respectively, in fees for these services. At December 31, 2020 and 2019, fees amounting to $10,000 and $0 is included in accounts payable and accrued expenses in the accompanying balance sheets.

Advance from Related Party

The Company’s Chief Executive Officer advanced the Company an aggregate of $86,748 to be used for the payment of costs related to the Initial Public Offering. The advances were non-interest bearing, unsecured and due on demand. The advances were repaid upon the consummation of the Initial Public Offering on March 7, 2019.

Due to Affiliate

During the year ended December 31, 2020, an affiliate of the Company paid expenses on behalf of the Company that were mainly settled during the same period.

Promissory Note – Related Party

In November 2018, the Company issued an unsecured promissory note to the Company’s Chief Executive Officer (the “Promissory Note”), pursuant to which the Company borrowed an aggregate principal amount of $90,342. The Promissory Note was non-interest bearing and payable on the earlier of (i) November 1, 2019, (ii) the consummation of the Initial Public Offering or (iii) the date on which the Company determines not to proceed with the Initial Public Offering. The Promissory Note was repaid upon the consummation of the Initial Public Offering on March 7, 2019.

Related Party Loans

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or certain of the Company’s officers and 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 will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account to the extent such funds are available. 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. 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. The units would be identical to the Private Units.

On April 20, 2020, the Sponsor committed to provide an aggregate of $500,000 in loans to the Company. The loans shall be non-interest bearing, unsecured and due upon the consummation of a Business Combination. In the event that a Business Combination does not close, the loans would be repaid only out of funds held outside the Trust Account to the extent such funds are available. Otherwise, all amounts loaned to the Company would be forgiven.

On April 21, 2020, the Company issued an unsecured promissory note to the Sponsor in the aggregate amount of $300,000 (the “Note”), of which $200,000 was drawn upon on such date. The Note is non-interest bearing and payable upon the consummation of a Business Combination. The Note is convertible, at the lender’s option, into units of the post Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Units. If a Business Combination is not consummated, the notes will not be repaid by the Company and all amounts owed thereunder by the Company will be forgiven except to the extent that the Company has funds available to it outside of its Trust Account. As of December 31, 2020, there was $200,000 outstanding under the Note.

Commitments

12 Months Ended

Dec. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS

NOTE 7. COMMITMENTS

Registration Rights

Pursuant to a registration rights agreement entered into on March 7, 2019, the holders of the Founder Shares, Representative Shares, Private Units, and any units that may be issued upon conversion of Working Capital Loans (and all underlying securities) are entitled to registration rights. The holders of the majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the Founder Shares are to be released from escrow. The holders of a majority of the Representative Shares, Private Units or 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 commencing after the Company consummates a Business Combination. Notwithstanding anything to the contrary, EarlyBirdCapital and its designee may only make a demand on one occasion and only during the five-year period beginning on the effective date of the Initial Public Offering. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination; provided, however, that EarlyBirdCapital and its designee may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Business Combination Marketing Agreement

The Company has engaged EarlyBirdCapital as an advisor in connection with a Business Combination to assist the Company in holding meetings with its shareholders 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 a Business Combination, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of a Business Combination in an amount equal to $9,660,000 (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 that assist the Company in identifying and consummating a Business Combination.

Engagement of Morgan Stanley

We engaged Morgan Stanley & Co. LLC (“Morgan Stanley”) to provide financial advisory services in connection with the Microvast business combination, and, upon consummation of the transaction with Microvast, we must pay that firm a transaction fee of $5.5 million, plus expenses. Morgan Stanley also acted as placement agent in connection with the PIPE Financing, and we are obligated to pay Morgan Stanley a placement fee equal to (i) 3.5% of the sum of (x) the aggregate gross proceeds raised in the PIPE Financing up to $300 million (not including funds from the sale of certain excluded securities) and (y) any borrowings pursuant to a bridge financing provided in connection with the proposed business combination by investors introduced by Morgan Stanley, and (ii) 2.5% of the aggregate gross proceeds raised in the PIPE Financing above $300 million.

Stockholders' Equity

12 Months Ended

Dec. 31, 2020

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' EQUITY

NOTE 8. STOCKHOLDERS’ EQUITY

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020 and 2019, there were no shares of preferred stock issued or outstanding.

Common Stock — The Company is authorized to issue 65,000,000 shares of common stock with a par value of $0.0001 per share. Holders of the common stock are entitled to one vote for each share. At December 31, 2020 and 2019, there were 8,808,069 and 8,400,476 shares of common stock issued and outstanding, excluding 26,675,733 and 27,086,524 shares of common stock subject to possible redemption, respectively.

Representative Shares

In November 2018, the Company issued to the designees of EarlyBirdCapital, for a nominal consideration, 300,000 shares (after giving effect to the Stock Dividend) of common stock (the “Representative Shares”). The Company accounted for the Representative Shares as an offering cost of the Initial Public Offering, with a corresponding credit to stockholders’ equity. The Company estimated the fair value of Representative Shares to be $1,200 based upon the price of the Founder Shares issued to the Sponsor. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their redemption rights (or to sell any shares in a tender offer) with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period.

Warrants

12 Months Ended

Dec. 31, 2020

Warrants [Abstract]

WARRANTS

NOTE 9. WARRANTS

The Public Warrants will become exercisable 30 days after the completion of a Business Combination. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within 90 days following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

	●	in whole and not in part;

	●	at a price of $0.01 per warrant;

	●	upon not less than 30 days’ prior written notice of redemption;

	●	if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the warrant holders; and

	●	if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. In addition, so long as the Private Warrants are held by EarlyBirdCapital and its designee, the Private Warrants will expire five years from the effective date of the Initial Public Offering.

The exercise price and number of shares of common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the Warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such Warrants. Accordingly, the Warrants may expire worthless.

In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to our Sponsor, initial stockholders or their affiliates, without taking into account any founders’ shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of an initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummated an initial Business Combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities.

Income Tax

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

INCOME TAX

NOTE 10. INCOME TAX

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

	December 31,			December 31,
	2020			2019
Deferred tax liability
Unrealized gain on marketable securities	$	(21,468	)	$	(27,069	)
Total deferred tax liability		(21,468	)		(27,069	)
Valuation Allowance		—			—
Deferred tax liability	$	(21,468	)	$	(27,069	)

The income tax provision consists of the following:

	December 31,			December 31,
	2020			2019
Federal
Current	$	372,365		$	868,182
Deferred		(5,601	)		27,069

State and Local
Current		—			—
Deferred		—			—

Change in valuation allowance		—			—

Income tax provision	$	366,764		$	895,251

As of December 31, 2020 and 2019, the Company did not have any of U.S. federal and state net operating loss carryovers available to offset future taxable income.

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

	December 31, 2020			December 31, 2019

Statutory federal income tax rate		21.0	%		21.0	%
State taxes, net of federal tax benefit		0.0	%		0.0	%
True-ups		0.00	%		0.00	%
Change in fair value of warrant liability		(38.8	)%		(0.7	)%
Income tax provision		(17.8	)%		20.3	%

The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open to examination by the taxing authorities. The Company considers New York to be a significant state tax jurisdiction.

- Definition

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

+ References + Details

Fair Value Measurements

12 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 11. FAIR VALUE MEASUREMENTS

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

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

Description	Level		December 31, 2020		December 31, 2019
Assets:
Cash and marketable securities held in Trust Account		1	$	282,254,978	$	280,103,245

Liabilities:
Warrant Liability – Private Warrants		3		4,204,440		405,330

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

The Private Warrants were initially valued using a binomial lattice, which is considered to be a Level 3 fair value measurement. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.

The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing.

As of issuance and March 31, 2019, the estimated fair value of the Private Warrants was determined using a Monte Carlo simulation and based upon the following significant inputs:

	March 7, 2019 (Issuance Date)			March 31, 2019
Exercise price	$	11.50		$	11.50
Stock price	$	9.29		$	9.76
Volatility		10.6	%		8.7	%
Term		5.00			5.00
Risk-free rate		2.48	%		2.26	%
Dividend yield		0.0	%		0.00	%

There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the years ended December 31, 2020 and 2019.

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

	Private Placement
Fair value as of January 1, 2019	$	—
Initial measurement on March 5, 2019 (including over-allotment)		432,810
Change in valuation inputs or other assumptions		(27,480	)
Fair value as of December 31, 2019		405,330
Change in valuation inputs or other assumptions		3,799,110
Fair value as of December 31, 2020	$	4,204,440

- Definition

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

+ References + Details

Subsequent Events

12 Months Ended

Dec. 31, 2020

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 12. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below and in Note 2, the Company did not identify any subsequent events that would have required adjustment in the financial statements.

Proposed Business Combination

On February 1, 2021, Tuscan entered into an agreement and plan of merger (the “Merger Agreement”) with Microvast, Inc., a Delaware corporation (“Microvast”) and Merger Sub. Pursuant to the Merger Agreement, Merger Sub will merge with and into Microvast and Microvast will survive the merger and become a wholly owned subsidiary of Tuscan. Under the Merger Agreement, all of the equity interests of Microvast will be converted into an aggregate of 210,000,000 shares of common stock (“closing shares”). The Microvast shareholders and the investors in Microvast’s majority-owned subsidiary, Microvast Power System (Houzhou) Co. Ltd. (“MPS”), will also have the ability to earn an additional 20,000,000 shares of common stock (“earnout shares”) if the daily volume weighted average price of the common stock is greater than or equal to $18.00 for any 20 trading days within a 30 trading day period (or a change of control occurs that results in the holders of common stock receiving a per share price equal to or in excess of $18.00), during the period commencing on the closing date and ending on the third anniversary of the closing date. Concurrently with the execution of the Merger Agreement, Tuscan and Microvast will jointly acquire 100% ownership of MPS and will discharge certain convertible loans of MPS.

The Merger will be accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Under this method of accounting, Tuscan will be treated as the “acquired” company for accounting purposes and the Business Combination will be treated as the equivalent of Microvast issuing stock for the net assets of Tuscan, accompanied by a recapitalization. The net assets of Tuscan will be stated at historical cost, with no goodwill or other intangible assets recorded.

Additionally, the Merger Agreement provides that Tuscan will issue an aggregate of 6,736,111 shares of common stock upon conversion (the “Bridge Notes Conversion”) of an aggregate of $57,500,000 outstanding promissory notes issued by Microvast.

Further, on February 1, 2021, Tuscan, the Sponsor, Microvast and certain stockholders of Tuscan entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor and certain officers and directors of Tuscan (collectively, the “Sponsor Group”) agreed, among other things, to vote all equity interests of Tuscan held by such member of the Sponsor Group in favor of the approval and adoption of the proposed business combination with Microvast. Additionally, such members of the Sponsor Group have agreed not to (a) transfer any of their equity interests in the Company (or enter into any arrangement with respect thereto) other than as set forth therein or (b) exercise any conversion rights of any equity interests held by such member of the Sponsor Group in connection with the approval of the proposed business combination.

The Sponsor also agreed that, to the extent that certain expenses of Tuscan are in excess of $46,000,000 (unless such expenses shall have been approved by Microvast), the Sponsor will either (i) pay any such excess amount in cash or (ii) forfeit to Tuscan such number of shares of common stock held by the Sponsor that would have a value equal to such excess. The Sponsor also agreed to amend the escrow agreement to make certain adjustments to the terms of the escrow of its shares of common stock as set forth in the Sponsor Support Agreement.

Contemporaneously with the execution of the Merger Agreement, certain investors entered into subscription agreements (the “Subscription Agreements”), pursuant to which such investors subscribed for an aggregate value of $482,500,000, representing 48,250,000 shares of Tuscan common stock at a purchase price of $10.00 per share in a private placement (the “PIPE Financing”) to be consummated immediately prior to the consummation of the Transactions. Affiliates of InterPrivate, an advisor to the Sponsor, subscribed to purchase 6.5 million shares in the PIPE Financing for an aggregate purchase price of $65 million.

Immediately following the Closing, the former equityholders of Microvast will hold approximately 69.9% of the issued and outstanding shares of common stock and the current stockholders of Tuscan will hold approximately 9.2% of the issued and outstanding shares of common stock, which pro forma ownership (1) assumes no holder of the common stock sold in Tuscan’s initial public offering (such persons, the “Public Stockholders”) exercises its conversion rights in connection with the business combination, and (2) reflects the issuance of an aggregate of 48,250,000 shares of Common Stock in the PIPE Financing and 6,736,111 shares of common stock in the Bridge Notes Conversion, but does not include the effect of any other financing of Tuscan. If the maximum number of Public Shares are converted into cash such that Microvast does not have the right to terminate the Merger Agreement (i.e., Tuscan has at least $5,000,001 of net tangible assets immediately prior to or upon consummation of the business combination), such percentages will be approximately 76.8% and 0.2%, respectively.

Consummation of the proposed business combination is subject to customary conditions and covenants of the respective parties, including approval of Tuscan’s stockholders and Tuscan having available cash of at least $250,000,000.

Extension Amendment

On March 12, 2021, Tuscan filed a preliminary proxy statement seeking approval from its stockholders to amend Tuscan’s charter to further extend the date by which Tuscan is required to complete its initial business combination from April 30, 2021 to July 31, 2021 and to hold an annual meeting for the election of directors in accordance with Nasdaq listing rules. On April 28, 2021, Tuscan convened its annual meeting of stockholders (the “Annual Meeting”) virtually. At the Annual Meeting, Tuscan’s shareholders approved a proposal to elect Amy Butte as a Class I director, and approved a proposal to adjourn the Annual Meeting to a later date if there had been insufficient votes at the time of the Annual Meeting to approve the proposal to extend the date by which Tuscan must complete its initial business combination from April 30, 2021 to July 31, 2021 (the “Extension Amendment Proposal”). The Annual Meeting was adjourned to May 10, 2021 solely with respect to the voting on the Extension Amendment Proposal.

At the time the Annual Meeting was convened on April 28, 2021, a quorum representing at least a majority of shares outstanding on the record date of March 17, 2021 was present in person or by proxy. However, Tuscan had not received the approval of holders of 65% of its shares outstanding on the record date then necessary to approve the Extension Amendment Proposal, as provided in Article Sixth of Tuscan’s certificate of incorporation (“Article Sixth”). According to Article Sixth, as of May 1, 2021, the vote required for approval of the Extension Amendment Proposal will be reduced from 65% of the shares outstanding to a majority of the shares outstanding on the record date, based on the following provisions. Article Sixth provides that at any time during the “Target Business Acquisition Period,” any amendment to Article Sixth requires the affirmative vote of the holders of at least 65% of the then outstanding shares of common stock. The “Target Business Acquisition Period” ends on the “Termination Date,” which is defined in Article Sixth as April 30, 2021. Therefore, the 65% vote threshold in Article Sixth will no longer apply as of May 1, 2021, and the Extension Amendment Proposal may be approved by a majority of the shares outstanding on the record date. On May 10, 2021, Tuscan reconvened the Annual Meeting, at which the Extension Amendment Proposal was approved by Tuscan’s stockholders. Following the Annual Meeting, Tuscan filed an amendment to its certificate of incorporation extending the date by which Tuscan must complete its initial business combination from April 30, 2021 to July 31, 2021.

Loan Commitment

On February 12, 2021, the Sponsor extended a loan to Tuscan in the aggregate principal amount totaling $1.2 million, of which $400,000 was drawn upon on such date. This loan was in addition to the previous $200,000 drawn upon the $300,000 convertible note that was committed by the Sponsor on April 21, 2020. As a result of the February 12, 2021 commitment, the Sponsor had committed to the Company a total of $1.5 million, of which a total of $600,000 has been drawn upon, with $400,000 of the drawn amount pursuant to the February 12, 2021 note. The Sponsor intends to convert the $1.5 million total loan balance into 150,000 Units immediately prior to the closing of the proposed business combination with Microvast. Such Units will have terms identical to the terms of the Company’s Private Units and will consist of (i) 150,000 shares of common stock and (ii) warrants to purchase 150,000 shares of common stock at an exercise price of $11.50 per share, subject to adjustment.

Nasdaq Notification

On January 6, 2021, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market stating that we failed to hold an Annual Meeting of stockholders within 12 months after our fiscal year ended December 31, 2019, as required by Nasdaq Listing Rule 5620(a). In accordance with Nasdaq Listing Rule 5810(c)(2)(G), the Company submitted a plan to regain compliance on February 4, 2021. Nasdaq accepted the plan and granted the Company an extension through June 29, 2021 to hold an annual meeting. Nasdaq’s decision is subject to certain conditions, including that the Company provide periodic updates with respect to its proposed business combination with Microvast. On April 28, 2021, the Company held an annual meeting of stockholders, in compliance with the plan.

On May 28, 2021, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market stating that because we failed to timely file our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (“Form 10-Q”), we were not in compliance with Nasdaq Listing Rule 5250(c)(1). The Company has until July 26, 2021 to submit a plan to regain compliance with the listing rule, provided that the Company will not be required to submit a plan if the Form 10-Q is filed before such date. While we intend to file the Form 10-Q prior to such date and regain compliance with the listing rule, there can be no assurance that we will be able to do so.

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Emerging Growth Company

Emerging Growth Company

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and Marketable Securities Held in Trust Account

Cash and Marketable Securities Held in Trust Account

Warrant Liability

Warrant Liability

Common Stock Subject to Possible Redemption

Common Stock Subject to Possible Redemption

Income Taxes

Income Taxes

Net Income (Loss) Per Common Share

Net Income (Loss) Per Common Share

Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period.

	Year Ended December 31,
	2020			2019
Common stock subject to possible redemption
Numerator: Earnings allocable to Common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	2,565,492		$	4,827,854
Unrealized gain on marketable securities held in Trust Account		9,424			126,682
Less: Income and franchise taxes		(556,403	)		(1,042,603	)
Net income allocable to shares subject to possible redemption	$	2,018,513		$	3,911,933

Denominator: Weighted average Common stock subject to possible redemption
Basic and diluted weighted average shares outstanding		27,069,514			27,072,466
Basic and diluted net income per common share	$	0.07		$	0.14

Non-Redeemable Common Stock
Basic Loss per Share
Numerator Net Income minus Net Earnings
Net loss	$	(2,423,649	)	$	3,394,659
Less: Income attributable to common stock subject to possible redemption		(2,018,513	)		(3,911,933	)
Non-Redeemable Net Loss	$	(4,442,162	)	$	(517,274	)
Denominator: Weighted Average Non-Redeemable Common Stock
Basic weighted average shares outstanding		8,417,241			7,969,549
Basic net loss per common share	$	(0.53	)	$	(0.06	)

Diluted Loss per Share
Numerator: Non-Redeemable Net Loss minus Change in fair value of warrant liability
Non-Redeemable Net Loss – Basic	$	(4,442,162	)	$	(517,724	)
Less: Change in fair value of warrant liability		--			27,480
Non-Redeemable Net Loss – Diluted	$	(4,442,162	)	$	(544,754	)

Denominator: Weighted Average Non-Redeemable Common Stock
Diluted weighted average shares outstanding ⁽¹⁾		8,417,241			7,969,549

Diluted net loss per common share	$	(0.53	)	$	(0.07	)

(1) As of March 31, 2021 and 2020, diluted shares do not include the effect of warrants to purchase 28,287,000 shares of common stock as the inclusion of such warrants would be anti-dilutive.

Concentration of Credit Risk

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Fair Value Measurements

Fair Value Measurements

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

●	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.

Derivative Financial Instruments

Derivative Financial Instruments

Recently Issued Accounting Standards

Recently Issued Accounting Standards

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

Restatement of Previously Issued Financial Statements (Tables)

12 Months Ended

Dec. 31, 2020

Condensed Financial Information Disclosure [Abstract]

Schedule of the effects of the restatement on the financial statements

	As
	Previously						As
	Reported			Adjustments			Restated

Balance sheet as of March 7, 2019 (audited)
Total Liabilities	$	800		$	387,450		$	388,250
Common Stock Subject to Possible Redemption		235,835,860			(387,450	)		235,448,410
Common Stock		823			4			827
Additional Paid-in Capital		5,000,419			(4	)		5,000,415
Accumulated Deficit		(1,237	)		-			(1,237	)

Number of shares subject to redemption		23,583,586			(38,745	)		23,544,841

Balance sheet as of March 31, 2019 (unaudited)
Total Liabilities	$	141,266		$	480,900		$	622,166
Common Stock Subject to Possible Redemption		272,119,628			(480,900	)		271,638,728
Common Stock		830			5			835
Additional Paid-in Capital		4,716,644			48,085			4,764,729
Retained Earnings		282,533			(48,090	)		234,443

Number of shares subject to redemption		27,181,690			(48,037	)		27,133,653

Balance sheet as of June 30, 2019 (unaudited)
Total Liabilities	$	575,711		$	535,860		$	1,111,571
Common Stock Subject to Possible Redemption		273,384,442			(535,860	)		272,848,582
Common Stock		827			5			832
Additional Paid-in Capital		3,451,833			103,045			3,554,878
Retained Earnings		1,547,342			(103,050	)		1,444,292

Number of shares subject to redemption		27,212,685			(53,339	)		27,159,346

Balance sheet as of September 30, 2019 (unaudited)
Total Liabilities	$	305,931		$	522,120		$	828,051
Common Stock Subject to Possible Redemption		274,281,031			(522,120	)		273,758,911
Common Stock		833			5			838
Additional Paid-in Capital		2,555,238			89,305			2,644,543
Retained Earnings		2,443,936			(89,310	)		2,354,626

Number of shares subject to redemption		27,157,275			(51,696	)		27,105,579

Balance sheet as of December 31, 2019 (audited)
Total Liabilities	$	296,124		$	405,330		$	701,454
Common Stock Subject to Possible Redemption		275,203,480			(405,330	)		274,798,150
Common Stock		836			4			840
Additional Paid-in Capital		1,632,786			(27,484	)		1,605,302
Retained Earnings		3,366,387			27,480			3,393,867

Number of shares subject to redemption		27,126,477			(39,953	)		27,086,524

Balance sheet as of March 31, 2020 (unaudited)
Total Liabilities	$	845,553		$	267,930		$	1,113,483
Common Stock Subject to Possible Redemption		276,969,542			(267,930	)		276,701,612
Common Stock		840			2			842
Additional Paid-in Capital		-			(164,882	)		(164,882	)
Retained Earnings		4,999,162			164,880			5,164,042

Number of shares subject to redemption		27,082,526			(26,199	)		27,056,327

Balance sheet as of June 30, 2020 (unaudited)
Total Liabilities	$	761,591		$	401,895		$	1,163,486
Common Stock Subject to Possible Redemption		276,806,346			(401,895	)		276,404,451
Common Stock		839			4			843
Additional Paid-in Capital		29,917			(30,919	)		(1,002	)
Accumulated Deficit		4,969,245			30,915			5,000,160

Number of shares subject to redemption		27,099,153			(39,345	)		27,059,808

Balance sheet as of September 30, 2020 (unaudited)
Total Liabilities	$	826,108		$	348,653		$	1,174,761
Common Stock Subject to Possible Redemption		276,705,058			(348,653	)		276,356,405
Common Stock		838			3			841
Additional Paid-in Capital		131,206			(84,160	)		47,046
Retained Earnings		4,867,958			84,157			4,952,115

Number of shares subject to redemption		27,110,573			(34,160	)		27,076,413

Balance sheet as of December 31, 2020 (audited)
Total Liabilities	$	867,172		$	4,204,440		$	5,071,612
Common Stock Subject to Possible Redemption		276,546,264			(4,204,440	)		272,341,820
Common Stock		840			41			881
Additional Paid-in Capital		257,314			3,771,589			4,028,903
Retained Earnings		4,741,848			(3,771,630	)		970,218

Number of shares subject to redemption		27,087,556			(411,823	)		26,675,733

Statement of Operations for the Three months ended March 31, 2019 (unaudited)
Net income (loss)	$	283,325		$	(48,090	)	$	235,235
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		27,181,690			-			27,181,690
Basic and diluted net income per share, Common stock subject to possible redemption		0.00			0.00			0.00
Basic and diluted weighted average shares outstanding, Common stock		6,780,244			-			6,780,244
Basic and diluted net income per share, Common stock		0.00			0.05			0.05

Statement of Operations for the Three months ended June 30, 2019 (unaudited)
Net income (loss)	$	1,264,809		$	(54,960	)	$	1,209,849
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		27,212,685			-			27,212,685
Basic and diluted net income per share, Common stock subject to possible redemption		0.00			0.00			0.00
Basic and diluted weighted average shares outstanding, Common stock		8,305,310			-			8,305,310
Basic and diluted net income per share, Common stock		(0.02	)		0.17			0.15

Statement of Operations for the Six months ended June 30, 2019 (unaudited)
Net income (loss)	$	1,548,134		$	(103,050	)	$	1,445,084
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		27,212,685			(55,410	)		27,157,275
Basic and diluted net income per share, Common stock subject to possible redemption		0.00			0.00			0.00
Basic and diluted weighted average shares outstanding, Common stock		7,546,990			727,325			8,274,315
Basic and diluted net income per share, Common stock		(0.02	)		0.13			0.11

Statement of Operations for the Three months ended September 30, 2019 (unaudited)
Net income	$	896,594		$	13,740		$	910,334
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		27,157,275			-			27,157,275
Basic and diluted net income per share, Common stock subject to possible redemption		0.00			0.00			0.00
Basic and diluted weighted average shares outstanding, Common stock		8,274,315			(482,219	)		7,792,096
Basic and diluted net income per share, Common stock		(0.02	)		0.34			0.32

Statement of Operations for the Nine months ended September 30, 2019 (unaudited)
Net income (loss)	$	2,444,728		$	(89,310	)	$	2,355,418
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		27,157,275			-			27,157,275
Basic and diluted net income per share, Common stock subject to possible redemption		0.00			0.00			0.00
Basic and diluted weighted average shares outstanding, Common stock		7,792,096			-			7,792,096
Basic and diluted net income per share, Common stock		(0.04	)		0.36			0.32

Statement of Operations for the Year ended December 31, 2019 (audited)
Net income	$	3,367,179		$	27,480		$	3,394,659
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		27,126,477			-			27,126,477
Basic and diluted net income per share, Common stock subject to possible redemption		0.00			0.00			0.00
Basic and diluted weighted average shares outstanding, Common stock		7,927,608			-			7,927,608
Basic and diluted net income per share, Common stock		(0.07	)		0.51			0.44

Statement of Operations for the Three months ended March 31, 2020 (unaudited)
Net income	$	1,766,055		$	137,400		$	1,903,455
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		27,082,526			3,998			27,086,524
Basic and diluted net income per share, Common stock subject to possible redemption		0.07			0.00			0.07
Basic and diluted weighted average shares outstanding, Common stock		8,360,523			39,953			8,400,476
Basic and diluted net income per share, Common stock		(0.02	)		(0.02	)		(0.00	)

Statement of Operations for the Three months ended June 30, 2020 (unaudited)
Net loss	$	(163,197	)	$	(133,965	)	$	(297,162	)
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		27,099,153			(42,856	)		27,056,327
Basic and diluted net income per share, Common stock subject to possible redemption		0.00			0.00			0.00
Basic and diluted weighted average shares outstanding, Common stock		8,404,474			26,199			8,430,673
Basic and diluted net income per share, Common stock		(0.02	)		(0.02	)		(0.04	)

Statement of Operations for the Six months ended June 30, 2020 (unaudited)
Net income	$	1,602,858		$	3,435		$	1,606,293
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		27,099,153			(27,727	)		27,071,426
Basic and diluted net income per share, Common stock subject to possible redemption		0.07			0.00			0.07
Basic and diluted weighted average shares outstanding, Common stock		8,382,499			33,076			8,415,575
Basic and diluted net income per share, Common stock		(0.04	)		0.00			(0.04	)

Statement of Operations for the Three months ended September 30, 2020 (unaudited)
Net income (loss)	$	(101,287	)	$	53,242		$	(48,045	)
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		27,110,573			(50,765	)		27,059,808
Basic and diluted net income per share, Common stock subject to possible redemption		0.00			0.00			0.00
Basic and diluted weighted average shares outstanding, Common stock		8,387,847			39,345			8,427,192
Basic and diluted net income per share, Common stock		(0.01	)		0.00			(0.01	)

Statement of Operations for the Nine months ended September 30, 2020 (unaudited)
Net income	$	1,501,571		$	56,677		$	1,558,248
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		27,110,573			(43,048	)		27,067,525
Basic and diluted net income per share, Common stock subject to possible redemption		0.07			0.00			0.07
Basic and diluted weighted average shares outstanding, Common stock		8,384,294			35,181			8,419,475
Basic and diluted net income per share, Common stock		(0.06	)		0.01			(0.05	)

Statement of Operations for the Year ended December 31, 2020 (audited)
Net Income (loss)	$	1,375,461		$	(3,799,110	)	$	(2,423,649	)
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		27,104,439			(34,925	)		27,069,514
Basic and diluted net income per share, Common stock subject to possible redemption		0.08			(0.01	)		0.07
Basic and diluted weighted average shares outstanding, Common stock		8,382,317			34,924			8,417,241
Basic and diluted net income per share, Common stock		(0.08	)		(0.45	)		(0.53	)

Cash Flow Statement for the Period from March 7, 2019 (inception) to March 31, 2019 (unaudited)
Net income (loss)	$	283,325	$	(48,090	)	$	235,235
Change in fair value of warrant liability		--		48,090			48,090
Initial classification of warrant liability		--		432,810			432,810
Initial classification of common stock subject to possible redemption		271,835,860		(432,810	)		271,403,050
Change in value of common stock subject to possible redemption		283,768		(48,090	)		235,678

Cash Flow Statement for the Period from March 7, 2019 (inception) to June 30, 2019 (unaudited)
Net income (loss)	$	1,548,134	$	(103,050	)	$	1,445,084
Change in fair value of warrant liability		--		103,050			103,050
Initial classification of warrant liability		--		432,810			432,810
Initial classification of common stock subject to possible redemption		271,835,860		(432,810	)		271,403,050
Change in value of common stock subject to possible redemption		1,548,582		(105,050	)		1,445,532

Cash Flow Statement for the Period from March 7, 2019 (inception) to September 30, 2019 (unaudited)
Net income (loss)	$	2,444,728	$	(89,310	)	$	2,355,418
Change in fair value of warrant liability		--		89,310			89,310
Initial classification of warrant liability		--		432,810			432,810
Initial classification of common stock subject to possible redemption		271,835,860		(432,810	)		271,403,050
Change in value of common stock subject to possible redemption		2,445,171		(89,310	)		2,355,861

Cash Flow Statement for the Period from March 7, 2019 (inception) to December 31, 2019 (audited)
Net income	$	3,367,179	$	27,480		$	3,394,659
Change in fair value of warrant liability		--		(27,480	)		(27,480	)
Initial classification of warrant liability		--		432,810			432,810
Initial classification of common stock subject to possible redemption		271,835,860		(432,810	)		271,403,050
Change in value of common stock subject to possible redemption		3,367,620		27,480			3,395,100

Cash Flow Statement Three months ended March 31, 2020 (unaudited)
Net income	$	1,766,055	$	137,400		$	1,903,455
Change in fair value of warrant liability		--		137,400			137,400
Change in value of common stock subject to possible redemption		1,766,062		137,400			1,903,462

Cash Flow Statement Six months ended June 30, 2020 (unaudited)
Net income	$	1,602,858	$	3,435		$	1,606,293
Change in fair value of warrant liability		--		3,435			3,435
Change in value of common stock subject to possible redemption		1,602,866		3,435			1,606,301

Cash Flow Statement Nine months ended September 30, 2020 (unaudited)
Net income	$	1,501,571	$	56,667		$	1,558,248
Change in fair value of warrant liability		--		56,667			56,667
Change in value of common stock subject to possible redemption		1,501,578		56,667			1,558,245

Cash Flow Statement Year Ended December 31, 2020 (unaudited)
Net income (loss)	$	1,375,461	$	(3,799,110	)	$	(2,423,649	)
Change in fair value of warrant liability		--		(3,799,110	)		(3,799,110	)
Change in value of common stock subject to possible redemption		1,342,784		3,799,114			(2,456,330	)

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Schedule of basic and diluted loss per share

	Year Ended December 31,
	2020			2019
Common stock subject to possible redemption
Numerator: Earnings allocable to Common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	2,565,492		$	4,827,854
Unrealized gain on marketable securities held in Trust Account		9,424			126,682
Less: Income and franchise taxes		(556,403	)		(1,042,603	)
Net income allocable to shares subject to possible redemption	$	2,018,513		$	3,911,933

Denominator: Weighted average Common stock subject to possible redemption
Basic and diluted weighted average shares outstanding		27,069,514			27,072,466
Basic and diluted net income per common share	$	0.07		$	0.14

Non-Redeemable Common Stock
Basic Loss per Share
Numerator Net Income minus Net Earnings
Net loss	$	(2,423,649	)	$	3,394,659
Less: Income attributable to common stock subject to possible redemption		(2,018,513	)		(3,911,933	)
Non-Redeemable Net Loss	$	(4,442,162	)	$	(517,274	)
Denominator: Weighted Average Non-Redeemable Common Stock
Basic weighted average shares outstanding		8,417,241			7,969,549
Basic net loss per common share	$	(0.53	)	$	(0.06	)

Diluted Loss per Share
Numerator: Non-Redeemable Net Loss minus Change in fair value of warrant liability
Non-Redeemable Net Loss – Basic	$	(4,442,162	)	$	(517,724	)
Less: Change in fair value of warrant liability		--			27,480
Non-Redeemable Net Loss – Diluted	$	(4,442,162	)	$	(544,754	)

Denominator: Weighted Average Non-Redeemable Common Stock
Diluted weighted average shares outstanding ⁽¹⁾		8,417,241			7,969,549

Diluted net loss per common share	$	(0.53	)	$	(0.07	)

(1) As of March 31, 2021 and 2020, diluted shares do not include the effect of warrants to purchase 28,287,000 shares of common stock as the inclusion of such warrants would be anti-dilutive.

Income Tax (Tables)

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Schedule of net deferred tax liability

	December 31,			December 31,
	2020			2019
Deferred tax liability
Unrealized gain on marketable securities	$	(21,468	)	$	(27,069	)
Total deferred tax liability		(21,468	)		(27,069	)
Valuation Allowance		—			—
Deferred tax liability	$	(21,468	)	$	(27,069	)

Schedule of income tax provision

	December 31,			December 31,
	2020			2019
Federal
Current	$	372,365		$	868,182
Deferred		(5,601	)		27,069

State and Local
Current		—			—
Deferred		—			—

Change in valuation allowance		—			—

Income tax provision	$	366,764		$	895,251

Schedule of federal income tax rate to effective tax rate

	December 31, 2020			December 31, 2019

Statutory federal income tax rate		21.0	%		21.0	%
State taxes, net of federal tax benefit		0.0	%		0.0	%
True-ups		0.00	%		0.00	%
Change in fair value of warrant liability		(38.8	)%		(0.7	)%
Income tax provision		(17.8	)%		20.3	%

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Schedule of fair value hierarchy of the valuation inputs

Description	Level		December 31, 2020		December 31, 2019
Assets:
Cash and marketable securities held in Trust Account		1	$	282,254,978	$	280,103,245

Liabilities:
Warrant Liability – Private Warrants		3		4,204,440		405,330

Schedule of estimated fair value of the private warrants

	March 7, 2019 (Issuance Date)			March 31, 2019
Exercise price	$	11.50		$	11.50
Stock price	$	9.29		$	9.76
Volatility		10.6	%		8.7	%
Term		5.00			5.00
Risk-free rate		2.48	%		2.26	%
Dividend yield		0.0	%		0.00	%

Schedule of changes in fair value of warrant liabilities

	Private Placement
Fair value as of January 1, 2019	$	—
Initial measurement on March 5, 2019 (including over-allotment)		432,810
Change in valuation inputs or other assumptions		(27,480	)
Fair value as of December 31, 2019		405,330
Change in valuation inputs or other assumptions		3,799,110
Fair value as of December 31, 2020	$	4,204,440

Description of Organization and Business Operations (Details) - USD ($)			5 Months Ended	12 Months Ended
	Mar. 12, 2019	Mar. 07, 2019	Apr. 30, 2021	Dec. 31, 2020	Dec. 31, 2019	Apr. 21, 2020	Apr. 20, 2020	Mar. 31, 2019
Description of Organization and Business Operations (Details) [Line Items]
Price per share (in Dollars per share)				$ 11.50
Generating gross proceeds					$ 6,437,190
Issuance of units, description				Following the closing of the Initial Public Offering on March 7, 2019, an amount of $240,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (“Trust Account”) which are 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 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below.
Transaction costs				$ 6,059,098
Underwriting fees				5,520,000
Other offering costs				$ 539,098
Minimum percentage of trust account required for business combination				80.00%
Percentage of outstanding voting securities				50.00%
Public per share (in Dollars per share)				$ 10.00
Net tangible assets of business combination				$ 5,000,001
Obligation to redeem percentage				100.00%
Shares right to redeem for cash (in Shares)				13,290
Share price (in Dollars per share)				$ 10.00				$ 9.76
Amount held of trust account				$ 135,961
Loan amount				$ 200,000		$ 200,000	$ 500,000
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of shares in units (in Shares)		24,000,000
Price per share (in Dollars per share)		$ 10.00
Sponsor [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of shares in units (in Shares)				615,000
Price per share (in Dollars per share)				$ 10.00
Generating gross proceeds				$ 6,150,000
Sponsor [Member] \| Early Bird Capital [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of shares in units (in Shares)				615,000
Price per share (in Dollars per share)				$ 10.00
Generating gross proceeds				$ 6,150,000
Over-allotment option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of shares in units (in Shares)	3,600,000
Price per share (in Dollars per share)	$ 10.00
Generating gross proceeds	$ 36,000,000
Underwriters discount	720,000
Deposit amount in trust account	$ 36,000,000
Private Units [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of shares in units (in Shares)	72,000
Price per share (in Dollars per share)	$ 10.00
Generating gross proceeds	$ 720,000
Proceeds held in Trust account	$ 276,000,000
Common Stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of shares in units (in Shares)					687,000
Generating gross proceeds					$ 68
Common Stock [Member] \| Subsequent Event [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of shares in units (in Shares)			3,198
Price per share (in Dollars per share)			$ 10.22
Aggregate shares			$ 32,700
Common Stock [Member] \| Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per share (in Dollars per share)		$ 10.00
Generating gross proceeds		$ 240,000,000

Restatement of Previously Issued Financial Statements (Details) - Schedule of the effects of the restatement on the financial statements - USD ($)	1 Months Ended	3 Months Ended						4 Months Ended	6 Months Ended		7 Months Ended	9 Months Ended		10 Months Ended	12 Months Ended
	Mar. 31, 2019	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Mar. 07, 2019
As Previously Reported [Member]
Condensed Financial Statements, Captions [Line Items]
Total Liabilities	$ 141,266	$ 826,108	$ 761,591	$ 845,553	$ 305,931	$ 575,711	$ 141,266	$ 575,711	$ 761,591	$ 575,711	$ 305,931	$ 826,108	$ 305,931	$ 296,124	$ 867,172	$ 296,124	$ 800
Common Stock Subject to Possible Redemption	272,119,628	276,705,058	276,806,346	276,969,542	274,281,031	273,384,442	272,119,628	273,384,442	276,806,346	273,384,442	274,281,031	276,705,058	274,281,031	275,203,480	276,546,264	275,203,480	235,835,860
Common Stock	830	838	839	840	833	827	830	827	839	827	833	838	833	836	840	836	823
Additional Paid-in Capital	4,716,644	131,206	29,917		2,555,238	3,451,833	4,716,644	3,451,833	29,917	3,451,833	2,555,238	131,206	2,555,238	1,632,786	257,314	1,632,786	5,000,419
Retained Earnings (Accumulated Deficit)	$ 282,533	$ 4,867,958	$ 4,969,245	$ 4,999,162	$ 2,443,936	$ 1,547,342	$ 282,533	$ 1,547,342	$ 4,969,245	$ 1,547,342	$ 2,443,936	$ 4,867,958	$ 2,443,936	$ 3,366,387	$ 4,741,848	$ 3,366,387	$ (1,237)
Number of shares subject to redemption (in Shares)	27,181,690	27,110,573	27,099,153	27,082,526	27,157,275	27,212,685	27,181,690	27,212,685	27,099,153	27,212,685	27,157,275	27,110,573	27,157,275	27,126,477	27,087,556	27,126,477	23,583,586
Net income (loss)		$ (101,287)	$ (163,197)	$ 1,766,055	$ 896,594	$ 1,264,809	$ 283,325		$ 1,602,858	$ 1,548,134		$ 1,501,571	$ 2,444,728		$ 1,375,461	$ 3,367,179
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption (in Shares)		27,110,573	27,099,153	27,082,526	27,157,275	27,212,685	27,181,690		27,099,153	27,212,685		27,110,573	27,157,275		27,104,439	27,126,477
Basic and diluted net income per share, Common stock subject to possible redemption (in Dollars per share)		$ 0.00	$ 0.00	$ 0.07	$ 0.00	$ 0.00	$ 0.00		$ 0.07	$ 0.00		$ 0.07	$ 0.00		$ 0.08	$ 0.00
Basic and diluted weighted average shares outstanding, Common stock (in Shares)		8,387,847	8,404,474	8,360,523	8,274,315	8,305,310	6,780,244		8,382,499	7,546,990		8,384,294	7,792,096		8,382,317	7,927,608
Basic and diluted net income per share, Common stock (in Dollars per share)		$ (0.01)	$ (0.02)	$ (0.02)	$ (0.02)	$ (0.02)	$ 0.00		$ (0.04)	$ (0.02)		$ (0.06)	$ (0.04)		$ (0.08)	$ (0.07)
Net income (loss)	$ 283,325			$ 1,766,055				$ 1,548,134	$ 1,602,858		$ 2,444,728	$ 1,501,571		$ 3,367,179	$ 1,375,461
Change in fair value of warrant liability
Initial classification of warrant liability
Initial classification of common stock subject to possible redemption	271,835,860							271,835,860			271,835,860			271,835,860
Change in value of common stock subject to possible redemption	283,768			1,766,062				1,548,582	1,602,866		2,445,171	1,501,578		3,367,620	1,342,784
Adjustments [Member]
Condensed Financial Statements, Captions [Line Items]
Total Liabilities	480,900	$ 348,653	$ 401,895	267,930	$ 522,120	$ 535,860	$ 480,900	535,860	401,895	$ 535,860	522,120	348,653	$ 522,120	405,330	4,204,440	$ 405,330	$ 387,450
Common Stock Subject to Possible Redemption	(480,900)	(348,653)	(401,895)	(267,930)	(522,120)	(535,860)	(480,900)	(535,860)	(401,895)	(535,860)	(522,120)	(348,653)	(522,120)	(405,330)	(4,204,440)	(405,330)	(387,450)
Common Stock	5	3	4	2	5	5	5	5	4	5	5	3	5	4	41	4	4
Additional Paid-in Capital	48,085	(84,160)	(30,919)	(164,882)	89,305	103,045	48,085	103,045	(30,919)	103,045	89,305	(84,160)	89,305	(27,484)	3,771,589	(27,484)	(4)
Retained Earnings (Accumulated Deficit)	$ (48,090)	$ 84,157	$ 30,915	$ 164,880	$ (89,310)	$ (103,050)	$ (48,090)	$ (103,050)	$ 30,915	$ (103,050)	$ (89,310)	$ 84,157	$ (89,310)	$ 27,480	$ (3,771,630)	$ 27,480
Number of shares subject to redemption (in Shares)	(48,037)	(34,160)	(39,345)	(26,199)	(51,696)	(53,339)	(48,037)	(53,339)	(39,345)	(53,339)	(51,696)	(34,160)	(51,696)	(39,953)	(411,823)	(39,953)	(38,745)
Net income (loss)		$ 53,242	$ (133,965)	$ 137,400	$ 13,740	$ (54,960)	$ (48,090)		$ 3,435	$ (103,050)		$ 56,677	$ (89,310)		$ (3,799,110)	$ 27,480
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption (in Shares)		(50,765)	(42,856)	3,998					(27,727)	(55,410)		(43,048)			(34,925)
Basic and diluted net income per share, Common stock subject to possible redemption (in Dollars per share)		$ 0.00	$ 0.00	$ 0.00	$ 0.00	$ 0.00	$ 0.00		$ 0.00	$ 0.00		$ 0.00	$ 0.00		$ (0.01)	$ 0.00
Basic and diluted weighted average shares outstanding, Common stock (in Shares)		39,345	26,199	39,953	(482,219)				33,076	727,325		35,181			34,924
Basic and diluted net income per share, Common stock (in Dollars per share)		$ 0.00	$ (0.02)	$ (0.02)	$ 0.34	$ 0.17	$ 0.05		$ 0.00	$ 0.13		$ 0.01	$ 0.36		$ (0.45)	$ 0.51
Net income (loss)	$ (48,090)			$ 137,400				$ (103,050)	$ 3,435		$ (89,310)	$ 56,667		$ 27,480	$ (3,799,110)
Change in fair value of warrant liability	48,090			137,400				103,050	3,435		89,310	56,667		(27,480)	(3,799,110)
Initial classification of warrant liability	432,810							432,810			432,810			432,810
Initial classification of common stock subject to possible redemption	(432,810)							(432,810)			(432,810)			(432,810)
Change in value of common stock subject to possible redemption	(48,090)			137,400				(105,050)	3,435		(89,310)	56,667		27,480	3,799,114
As Restated [Member]
Condensed Financial Statements, Captions [Line Items]
Total Liabilities	622,166	$ 1,174,761	$ 1,163,486	1,113,483	$ 828,051	$ 1,111,571	$ 622,166	1,111,571	1,163,486	$ 1,111,571	828,051	1,174,761	$ 828,051	701,454	5,071,612	$ 701,454	$ 388,250
Common Stock Subject to Possible Redemption	271,638,728	276,356,405	276,404,451	276,701,612	273,758,911	272,848,582	271,638,728	272,848,582	276,404,451	272,848,582	273,758,911	276,356,405	273,758,911	274,798,150	272,341,820	274,798,150	235,448,410
Common Stock	835	841	843	842	838	832	835	832	843	832	838	841	838	840	881	840	827
Additional Paid-in Capital	4,764,729	47,046	(1,002)	(164,882)	2,644,543	3,554,878	4,764,729	3,554,878	(1,002)	3,554,878	2,644,543	47,046	2,644,543	1,605,302	4,028,903	1,605,302	5,000,415
Retained Earnings (Accumulated Deficit)	$ 234,443	$ 4,952,115	$ 5,000,160	$ 5,164,042	$ 2,354,626	$ 1,444,292	$ 234,443	$ 1,444,292	$ 5,000,160	$ 1,444,292	$ 2,354,626	$ 4,952,115	$ 2,354,626	$ 3,393,867	$ 970,218	$ 3,393,867	$ (1,237)
Number of shares subject to redemption (in Shares)	27,133,653	27,076,413	27,059,808	27,056,327	27,105,579	27,159,346	27,133,653	27,159,346	27,059,808	27,159,346	27,105,579	27,076,413	27,105,579	27,086,524	26,675,733	27,086,524	23,544,841
Net income (loss)		$ (48,045)	$ (297,162)	$ 1,903,455	$ 910,334	$ 1,209,849	$ 235,235		$ 1,606,293	$ 1,445,084		$ 1,558,248	$ 2,355,418		$ (2,423,649)	$ 3,394,659
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption (in Shares)		27,059,808	27,056,327	27,086,524	27,157,275	27,212,685	27,181,690		27,071,426	27,157,275		27,067,525	27,157,275		27,069,514	27,126,477
Basic and diluted net income per share, Common stock subject to possible redemption (in Dollars per share)		$ 0.00	$ 0.00	$ 0.07	$ 0.00	$ 0.00	$ 0.00		$ 0.07	$ 0.00		$ 0.07	$ 0.00		$ 0.07	$ 0.00
Basic and diluted weighted average shares outstanding, Common stock (in Shares)		8,427,192	8,430,673	8,400,476	7,792,096	8,305,310	6,780,244		8,415,575	8,274,315		8,419,475	7,792,096		8,417,241	7,927,608
Basic and diluted net income per share, Common stock (in Dollars per share)		$ (0.01)	$ (0.04)	$ 0.00	$ 0.32	$ 0.15	$ 0.05		$ (0.04)	$ 0.11		$ (0.05)	$ 0.32		$ (0.53)	$ 0.44
Net income (loss)	$ 235,235			$ 1,903,455				$ 1,445,084	$ 1,606,293		$ 2,355,418	$ 1,558,248		$ 3,394,659	$ (2,423,649)
Change in fair value of warrant liability	48,090			137,400				103,050	3,435		89,310	56,667		(27,480)	(3,799,110)
Initial classification of warrant liability	432,810							432,810			432,810			432,810
Initial classification of common stock subject to possible redemption	271,403,050							271,403,050			271,403,050			271,403,050
Change in value of common stock subject to possible redemption	$ 235,678			$ 1,903,462				$ 1,445,532	$ 1,606,301		$ 2,355,861	$ 1,558,245		$ 3,395,100	$ (2,456,330)

Summary of Significant Accounting Policies (Details) - USD ($) shares in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Mar. 31, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Cash withdrawn from trust account to pay franchise	$ 479,473	$ 938,000
Federal depository insurance coverage	$ 250,000
Subsequent Event [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Warrants to purchase common stock, shares (in Shares)			28,287,000

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted loss per share - Parent [Member] - USD ($)

12 Months Ended

Dec. 31, 2020

Dec. 31, 2019

Numerator: Earnings allocable to Common stock subject to possible redemption

Interest earned on marketable securities held in Trust Account

$ 2,565,492

$ 4,827,854

Unrealized gain on marketable securities held in Trust Account

9,424

126,682

Less: Income and franchise taxes

(556,403)

(1,042,603)

Net income allocable to shares subject to possible redemption

$ 2,018,513

$ 3,911,933

Denominator: Weighted average Common stock subject to possible redemption

Basic and diluted weighted average shares outstanding (in Shares)

27,069,514

27,072,466

Basic and diluted net income per common share (in Dollars per share)

$ 0.07

$ 0.14

Basic Loss per Share

Net loss

$ (2,423,649)

$ 3,394,659

Less: Income attributable to common stock subject to possible redemption

(2,018,513)

(3,911,933)

Non-Redeemable Net Loss

$ (4,442,162)

$ (517,274)

Denominator: Weighted Average Non-Redeemable Common Stock

Basic weighted average shares outstanding (in Shares)

8,417,241

7,969,549

Basic net loss per common share (in Dollars per share)

$ (0.53)

$ (0.06)

Numerator: Non-Redeemable Net Loss minus Change in fair value of warrant liability

Non-Redeemable Net Loss – Basic (in Shares)

(4,442,162)

(517,724)

Less: Change in fair value of warrant liability

$ 27,480

Non-Redeemable Net Loss – Diluted (in Shares)

(4,442,162)

(544,754)

Denominator: Weighted Average Non-Redeemable Common Stock

Diluted weighted average shares outstanding (in Shares)

^[1]

8,417,241

7,969,549

Diluted net loss per common share (in Dollars per share)

$ (0.53)

$ (0.07)

[1]	As of March 31, 2021 and 2020, diluted shares do not include the effect of warrants to purchase 28,287,000 shares of common stock as the inclusion of such warrants would be anti-dilutive.

Initial Public Offering (Details) - $ / shares			12 Months Ended
Initial Public Offering (Details) - $ / shares	Mar. 12, 2019	Mar. 07, 2019	Dec. 31, 2020
Initial Public Offering (Details) [Line Items]
Price per unit			$ 11.50
Business combination, description			Each Unit consists of one share of common stock and one warrant (“Public Warrant”). On March 12, 2019, in connection with the underwriters’ exercise of the over-allotment option in full, the Company sold an additional 3,600,000 Units at a price of $10.00 per Unit. Each Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 8).
IPO [Member]
Initial Public Offering (Details) [Line Items]
Number of shares issued (in Shares)		24,000,000
Price per unit		$ 10.00
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Number of shares issued (in Shares)	3,600,000
Price per unit	$ 10.00

Private Placement (Details) - Sponsor [Member]	12 Months Ended
Private Placement (Details) - Sponsor [Member]	Dec. 31, 2020 USD ($) $ / shares shares
Private Placement (Details) [Line Items]
Sale of stock, number of shares issued in transaction \| shares	615,000
Price per share \| $ / shares	$ 10.00
Sale of stock, consideration received on transaction \| $	$ 6,150,000
Private placement, description	The Sponsor purchased 500,047 Private Units and EarlyBirdCapital and its designee purchased an aggregate of 114,953 Private Units. On March 12, 2019, in connection with the underwriters’ exercise of the over-allotment option in full, the purchasers purchased an aggregate of an additional 72,000 additional Private Units, of which 58,542 Private Units were purchased by the Sponsor and 13,458 Private Units were purchased by EarlyBirdCapital and its designee, for an aggregate purchase price of $720,000. Each Private Unit consists of one share of common stock (“Private Share”) and one warrant (“Private Warrant”). Each Private Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 8).

Related Party Transactions (Details) - USD ($)			1 Months Ended	12 Months Ended
Related Party Transactions (Details) - USD ($)	Mar. 12, 2019	Mar. 05, 2019	Nov. 30, 2018	Dec. 31, 2020	Dec. 31, 2019	Apr. 21, 2020	Apr. 20, 2020
Related Party Transactions (Details) [Line Items]
Per unit price (in Dollars per share)				$ 11.50
Gross proceeds					$ 6,437,190
Service fees				$ 120,000	100,000
Accounts payable and accrued expenses				10,000	$ 0
Working capital loans				$ 1,500,000
Price per unit (in Dollars per share)				$ 10.00
Outstanding amount				$ 200,000		$ 200,000	$ 500,000
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Sponsor purchased (in Shares)			5,750,000
Common stock aggregate price			$ 25,000
Common stock dividend description		the Company effected a stock dividend of 0.2 shares of common stock for each outstanding share (the “Stock Dividend”), resulting in 6,900,000 Founder Shares being issued and outstanding. The 6,900,000 Founder Shares included an aggregate of up to 900,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the holders of the Founder Shares would collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the holders did not purchase any Public Shares in the Initial Public Offering and excluding the Private Units and Representative Shares (see Note 8). In connection with the underwriters’ exercise of the over-allotment option in full on March 12, 2019, 900,000 Founder Shares are no longer subject to forfeiture.
Description of business combination				The holders of the Founder Shares have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until, with respect to 50% of the Founder Shares, the earlier of one year after the consummation of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after a Business Combination and, with respect to the remaining 50% of the Founder Shares, until the one year after the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Shares in units (in Shares)				687,000
Per unit price (in Dollars per share)				$ 10.00
Gross proceeds				$ 6,870,000
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Per unit price (in Dollars per share)				$ 10.00
Gross proceeds				$ 6,150,000
Aggregate note amount						300,000
Aggregate amount of loans							$ 500,000
Amount drawn						$ 200,000
Private Units [Member]
Related Party Transactions (Details) [Line Items]
Common stock aggregate price	$ 276,000,000
Per unit price (in Dollars per share)	$ 10.00
Gross proceeds	$ 720,000
Price per unit (in Dollars per share)						$ 10.00
Chief Executive Officer [Member]
Related Party Transactions (Details) [Line Items]
Aggregate amount				86,748
Aggregate note amount			$ 90,342
Vogel Partners, LLP [Member]
Related Party Transactions (Details) [Line Items]
Per month service fee				$ 10,000

Commitments (Details) $ in Millions	12 Months Ended
Commitments (Details) $ in Millions	Dec. 31, 2020 USD ($)
Commitments (Details) [Line Items]
Description of business combination	The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of a Business Combination in an amount equal to $9,660,000 (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 that assist the Company in identifying and consummating a Business Combination.
Morgan Stanley [Member]
Commitments (Details) [Line Items]
Transaction fee	$ 5.5
Percentage of placement fee	3.50%
Morgan Stanley [Member] \| PIPE [Member]
Commitments (Details) [Line Items]
Gross proceeds from financing	$ 300.0
Percentage of gross proceeds raised in financing	2.50%

Stockholders' Equity (Details) - USD ($)	1 Months Ended
Stockholders' Equity (Details) - USD ($)	Nov. 30, 2018	Dec. 31, 2020	Dec. 31, 2019
Stockholders' Equity (Details) [Line Items]
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock, shares authorized		65,000,000	65,000,000
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock issued		8,808,069	8,400,476
Common stock outstanding		8,808,069	8,400,476
Common stock subject to possible redemption		26,675,733	27,086,524
EarlyBirdCapital [Member] \| Warrant [Member]
Stockholders' Equity (Details) [Line Items]
Common stock shares purchased	300,000
Common stock aggregate amount (in Dollars)	$ 1,200

Warrants (Details)	12 Months Ended
Warrants (Details)	Dec. 31, 2020
Warrants (Details) [Line Items]
Warrant expiration term	5 years
Public warrants, description	Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: ●in whole and not in part; ●at a price of $0.01 per warrant; ●upon not less than 30 days’ prior written notice of redemption; ●if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the warrant holders; and ●if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants.
Business combination, description	(x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to our Sponsor, initial stockholders or their affiliates, without taking into account any founders’ shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of an initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummated an initial Business Combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities.
Private Warrants [Member]
Warrants (Details) [Line Items]
Warrant expiration term	5 years

Income Tax (Details) - Schedule of net deferred tax liability - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Deferred tax liability
Unrealized gain on marketable securities	$ (21,468)	$ (27,069)
Total deferred tax liability	(21,468)	(27,069)
Valuation Allowance
Deferred tax liability	$ (21,468)	$ (27,069)

Income Tax (Details) - Schedule of income tax provision - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Federal
Current	$ 372,365	$ 868,182
Deferred	(5,601)	27,069
State and Local
Current
Deferred
Change in valuation allowance
Income tax provision	$ 366,764	$ 895,251

- Definition

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

+ References + Details

Income Tax (Details) - Schedule of federal income tax rate to effective tax rate	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Schedule of federal income tax rate to effective tax rate [Abstract]
Statutory federal income tax rate	21.00%	21.00%
State taxes, net of federal tax benefit	0.00%	0.00%
True-ups	0.00%	0.00%
Change in fair value of warrant liability	(38.80%)	(0.70%)
Income tax provision	(17.80%)	20.30%

Fair Value Measurements (Details) - Schedule of fair value hierarchy of the valuation inputs - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Level 1 [Member]
Assets:
Cash and marketable securities held in Trust Account	$ 282,254,978	$ 280,103,245
Level 3 [Member]
Liabilities:
Warrant Liability – Private Warrants	$ 4,204,440	$ 405,330

Fair Value Measurements (Details) - Schedule of estimated fair value of the private warrants - $ / shares	2 Months Ended	3 Months Ended
	Mar. 07, 2019	Mar. 31, 2019	Dec. 31, 2020
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise price (in Dollars per share)		$ 11.50
Stock price (in Dollars per share)		$ 9.76	$ 10.00
Volatility		8.70%
Term		5 years
Risk-free rate		2.26%
Dividend yield		0.00%
(Issuance Date) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise price (in Dollars per share)	$ 11.50
Stock price (in Dollars per share)	$ 9.29
Volatility	10.60%
Term	5 years
Risk-free rate	2.48%
Dividend yield	0.00%

Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities - Private Placement [Member] - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities [Line Items]
Fair value at beginning	$ 405,330
Initial measurement on March 5, 2019 (including over-allotment)		432,810
Change in valuation inputs or other assumptions	3,799,110	(27,480)
Fair value at ending	$ 4,204,440	$ 405,330

Subsequent Events (Details) - USD ($)			1 Months Ended	12 Months Ended
Subsequent Events (Details) - USD ($)	Feb. 12, 2021	Feb. 01, 2021	Apr. 28, 2021	Dec. 31, 2020	Dec. 31, 2019
Subsequent Events (Details) [Line Items]
Aggregate value of common stock subscribed					$ 6,437,190
Equity holders, description				The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of a Business Combination in an amount equal to $9,660,000 (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 that assist the Company in identifying and consummating a Business Combination.
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Number of common stock converted by equity interests (in Shares)		210,000,000
Additional shares of common stock will earn (in Shares)		20,000,000
Available cash		$ 250,000,000
Aggregate principal amount	$ 1,200,000
Bridge Notes Conversion [Member] \| Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Aggregate of outstanding promissory notes		57,500,000
Subscription Agreements [Member] \| Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Aggregate value of common stock subscribed		$ 482,500,000
Number of shares of common stock subscribed (in Shares)		48,250,000
Purchase price per share		$ 10.00
Merger Agreement [Member] \| Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Equity holders, description		Microvast will hold approximately 69.9% of the issued and outstanding shares of common stock and the current stockholders of Tuscan will hold approximately 9.2% of the issued and outstanding shares of common stock, which pro forma ownership (1) assumes no holder of the common stock sold in Tuscan’s initial public offering (such persons, the “Public Stockholders”) exercises its conversion rights in connection with the business combination, and (2) reflects the issuance of an aggregate of 48,250,000 shares of Common Stock in the PIPE Financing and 6,736,111 shares of common stock in the Bridge Notes Conversion, but does not include the effect of any other financing of Tuscan. If the maximum number of Public Shares are converted into cash such that Microvast does not have the right to terminate the Merger Agreement (i.e., Tuscan has at least $5,000,001 of net tangible assets immediately prior to or upon consummation of the business combination), such percentages will be approximately 76.8% and 0.2%, respectively.
Microvast Power System [Member] \| Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Merger agreement, description		The Microvast shareholders and the investors in Microvast’s majority-owned subsidiary, Microvast Power System (Houzhou) Co. Ltd. (“MPS”), will also have the ability to earn an additional 20,000,000 shares of common stock (“earnout shares”) if the daily volume weighted average price of the common stock is greater than or equal to $18.00 for any 20 trading days within a 30 trading day period (or a change of control occurs that results in the holders of common stock receiving a per share price equal to or in excess of $18.00), during the period commencing on the closing date and ending on the third anniversary of the closing date. Concurrently with the execution of the Merger Agreement, Tuscan and Microvast will jointly acquire 100% ownership of MPS and will discharge certain convertible loans of MPS.
Number of shares of common stock issued (in Shares)		6,736,111
Sponsor [Member] \| Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Expenses pay by sponsor		$ 46,000,000
Loan commitment, description	Sponsor extended a loan to Tuscan in the aggregate principal amount totaling $1.2 million, of which $400,000 was drawn upon on such date. This loan was in addition to the previous $200,000 drawn upon the $300,000 convertible note that was committed by the Sponsor on April 21, 2020. As a result of the February 12, 2021 commitment, the Sponsor had committed to the Company a total of $1.5 million, of which a total of $600,000 has been drawn upon, with $400,000 of the drawn amount pursuant to the February 12, 2021 note. The Sponsor intends to convert the $1.5 million total loan balance into 150,000 Units immediately prior to the closing of the proposed business combination with Microvast. Such Units will have terms identical to the terms of the Company’s Private Units and will consist of (i) 150,000 shares of common stock and (ii) warrants to purchase 150,000 shares of common stock at an exercise price of $11.50 per share, subject to adjustment.
Co-sponsor [Member] \| Subscription Agreements [Member] \| Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Aggregate value of common stock subscribed		$ 65,000,000
Number of shares of common stock subscribed (in Shares)		6,500,000
Forecast [Member]
Subsequent Events (Details) [Line Items]
Approval of stockholders, description			Tuscan had not received the approval of holders of 65% of its shares outstanding on the record date then necessary to approve the Extension Amendment Proposal, as provided in Article Sixth of Tuscan’s certificate of incorporation (“Article Sixth”). According to Article Sixth, as of May 1, 2021, the vote required for approval of the Extension Amendment Proposal will be reduced from 65% of the shares outstanding to a majority of the shares outstanding on the record date, based on the following provisions. Article Sixth provides that at any time during the “Target Business Acquisition Period,” any amendment to Article Sixth requires the affirmative vote of the holders of at least 65% of the then outstanding shares of common stock. The “Target Business Acquisition Period” ends on the “Termination Date,” which is defined in Article Sixth as April 30, 2021. Therefore, the 65% vote threshold in Article Sixth will no longer apply as of May 1, 2021, and the Extension Amendment Proposal may be approved by a majority of the shares outstanding on the record date.