10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Amendment No. 3)

☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the year ended December 31, 2020

Commission File Number 001-39119

MERIDA MERGER CORP. I

(Exact name of registrant as specified in its charter)

Delaware	84-2266022
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)
641 Lexington Avenue, 18th Floor
New York, NY	10022
(Address of principal executive offices)	(zip code)

(917) 745-7085

(Issuer’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbols	Name of Each Exchange on Which Registered
Common stock, par value $0.0001 per share	MCMJ	The Nasdaq Stock Market LLC
	MMK.U	Neo Exchange Inc.
Redeemable warrants, exercisable for shares	MCMJW	The Nasdaq Stock Market LLC
of common stock at an exercise price of $11.50 per share	MMK.WT.U	Neo Exchange Inc.

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐  No ☒ 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒   No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒  No ☐

As of June 30, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the common stock held by non-affiliates of the registrant listed on Nasdaq was approximately $127,285,194, based on the closing sales price of the common stock on June 30, 2020 of $9.79, as reported on the Nasdaq Capital Market.

As of December 9, 2021, 14,982,073 shares of common stock, par value $0.0001 per share, were issued and outstanding.  

EXPLANATORY NOTE

Merida Merger Corp. I (the “Company,” “we”, “our” or “us”) is filing this Amendment No. 3 (“Amendment No. 3”) to the Annual Report on Form 10-K/A (the “Amendment”) to amend 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 31, 2021, amended on July 26, 2021 and on November 23, 2021 (as amended, the “Original 10-K”), to respond to certain comments received from the Staff of the Securities and Exchange Commission (the “Staff”).

Items Amended In This Amendment

This Amendment No. 3 is being filed to amend the Original 10-K by supplementing certain disclosures in Part II, Item 9A “Controls and Procedures” and to file new certifications in Part IV, Item 15 “Exhibits, Financial Statement Schedules.”

Other than as set forth above, this Amendment No. 3 does not reflect events occurring after the filing of the Original 10-K, and no other information in the Original 10-K is amended hereby. Other events or circumstances occurring after the date of the Original 10-K or other disclosures necessary to reflect subsequent events have not been updated subsequent to the date of the Original 10-K. Accordingly, this Amendment No. 3 should be read in conjunction with the Original 10-K and our filings with the SEC subsequent thereto.

MERIDA MERGER CORP. I

FORM 10-K/A

TABLE OF CONTENTS

PART II
	Item 9A.	Controls and Procedures	1
PART IV
	Item 15.	Exhibits, Financial Statement Schedules	2

i

Item 9A. Controls and Procedures.

Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officers and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. In connection with this Amendment, our management re-evaluated, with the participation of our current chief executive officers and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2020, pursuant to Rule 13a-15(b) under the Exchange Act. Due to a material weakness in our internal control over financial reporting over the accounting for complex financial instruments, our controls were not effective.

Management’s Annual Report on Internal Control over Financial Reporting

Our management conducted an evaluation of the effectiveness of the system of internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded our system of internal control over financial reporting was not effective as of December 31, 2020 due to the material weakness described above.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.) In light of the material weakness which resulted in the restatement of our financial statements included in this Amendment and Amendment 1, we plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

1

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this Form 10-K:

(1) Financial Statements:

Report of Independent Registered Public Accounting Firm	F-2
Financial Statements:
Balance Sheets (as restated)	F-3
Statements of Operations (as restated)	F-4
Statements of Changes in Stockholders’ Equity (as restated)	F-5
Statements of Cash Flows (as restated)	F-6
Notes to Financial Statements (as restated)	F-7 to F-27

(2) Financial Statement Schedules:

None.

(3) Exhibits

We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.

Exhibit No.	Description
3.1	Amended and Restated Certificate of Incorporation.*
3.2	Bylaws.**
4.1	Specimen Common Stock Certificate.**
4.2	Specimen Warrant Certificate.**
4.3	Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*
4.5+	Description of Registrant’s Securities.
10.1	Form of Letter Agreement from each of the Registrant’s initial shareholders, officers and directors.**
10.2	Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*
10.3	Registration Rights Agreement*
10.4	Business Combination and Marketing Agreement between EarlyBirdCapital, Inc. and the Registrant.*
10.5	Stock Escrow Agreement between Continental Stock Transfer & Trust Company and the Registrant.*
10.6	Administrative Services Agreement between Merida Manager III LLC and the Registrant.*
14	Code of Ethics.**
31.1	Certification of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.1NS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definitions Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

* Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 7, 2019

**	Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (SEC File Nos. 333-234134 and 333-234499).
+	Previously filed.

2

SIGNATURES

Pursuant to the requirements of the Section 13 or 15 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 9th day of December 2021.

MERIDA MERGER CORP. I
By:	/s/ Peter Lee
	Peter Lee
	President and Chief Financial Officer

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Title	Date
/s/ Peter Lee	President and Chief Financial Officer and Director	December 9, 2021
Peter Lee	(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)
/s/ Mitchell Baruchowitz		December 9, 2021
Mitchell Baruchowitz	Non-Executive Chairman of the Board
/s/ Jeffrey Monat		December 9, 2021
Jeffrey Monat	Director
/s/ Andres Nannetti		December 9, 2021
Andres Nannetti	Director

3

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Peter Lee, certify that:

1. I have reviewed this annual report on Form 10-K/A of Merida Merger Corp. I;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those en tities, particularly during the period in which this report is being prepared; and

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 9, 2021	/s/ Peter Lee
	Peter Lee
	President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Merida Merger Corp. I (the “Company”) on Form 10-K/A for the year ended December 31, 2020 as filed with the Securities and Exchange Commission (the “Report”), the undersigned, in the capacities and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: December 9, 2021	/s/ Peter Lee
	Peter Lee
	President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)

XML

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 09, 2021	Jun. 30, 2020
Document Information Line Items
Entity Registrant Name	MERIDA MERGER CORP. I
Document Type	10-K/A
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		14,982,073
Entity Public Float			$ 127,285,194
Amendment Flag	true
Amendment Description	Merida Merger Corp. I (the “Company,” “we”, “our” or “us”) is filing this Amendment No. 3 (“Amendment No. 3”) to the Annual Report on Form 10-K/A (the “Amendment”) to amend 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 31, 2021, amended on July 26, 2021 and on November 23, 2021 (as amended, the “Original 10-K”), to respond to certain comments received from the Staff of the Securities and Exchange Commission (the “Staff”). Items Amended In This Amendment This Amendment No. 3 is being filed to amend the Original 10-K by supplementing certain disclosures in Part II, Item 9A “Controls and Procedures” and to file new certifications in Part IV, Item 15 “Exhibits, Financial Statement Schedules.” Other than as set forth above, this Amendment No. 3 does not reflect events occurring after the filing of the Original 10-K, and no other information in the Original 10-K is amended hereby. Other events or circumstances occurring after the date of the Original 10-K or other disclosures necessary to reflect subsequent events have not been updated subsequent to the date of the Original 10-K. Accordingly, this Amendment No. 3 should be read in conjunction with the Original 10-K and our filings with the SEC subsequent thereto.
Entity Central Index Key	0001785592
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
Entity Address, State or Province	NY
Entity File Number	001-39119
Entity Incorporation, State or Country Code	DE
Entity Interactive Data Current	Yes

XML

Condensed Consolidated Balance Sheets - USD ($)	Dec. 31, 2020	Dec. 31, 2019
ASSETS
Cash	$ 171,540	$ 362,570
Prepaid expenses and other current assets	99,735	176,869
Total Current Assets	271,275	539,439
Cash and marketable securities held in Trust Account	130,681,047	130,311,535
TOTAL ASSETS	130,952,322	130,850,974
Current liabilities
Accounts payable and accrued expenses	147,830	126,891
Income taxes payable	5,883	26,934
Advances from related party	16,458	16,458
Promissory note – related party	339	339
Total Current Liabilities	170,510	170,622
Warrant liability	3,950,311	1,975,155
Deferred tax liability	432	48
TOTAL LIABILITIES	4,121,253	2,145,825
Commitments
Common stock subject to possible redemption 13,001,552 shares at redemption value as of December 31, 2020 and 2019, respectively	130,544,959	130,197,362
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock, $0.0001 par value; 50,000,000 shares authorized; 3,370,388 shares issued and outstanding (excluding 13,001,552 shares subject to possible redemption) as of September 30, 2021 and December 31, 2020	337	337
Additional paid-in capital
Accumulated deficit	(3,714,227)	(1,492,550)
Total Stockholders’ Deficit	(3,713,890)	(1,492,213)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$ 130,952,322	$ 130,850,974

XML

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Common stock subject to possible redemption	13,001,552	13,001,552
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	3,370,388	3,370,388
Common stock, shares outstanding	3,370,388	3,370,388

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)		6 Months Ended	12 Months Ended
		Dec. 31, 2019	Dec. 31, 2020
Income Statement [Abstract]
Operating costs		$ 167,531	$ 661,218
Loss from operations		(167,531)	(661,218)
Other (expense) income:
Interest earned on marketable securities held in Trust Account		295,788	787,350
Unrealized gain on marketable securities held in Trust Account		227	2,056
Change in fair value of warrant liability		1,224,597	(1,975,156)
Offering costs allocated to warrant liability		(19,946)
Other (expense) income, net		1,500,666	(1,185,750)
(Loss) income before provision for income taxes		1,333,135	(1,846,968)
Provision for income taxes		(26,982)	(27,112)
Net (loss) income		$ 1,306,153	$ (1,874,080)
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption (in Shares)	[1]	4,510,965	13,001,552
Basic and diluted net income (loss) per share, Common stock subject to possible redemption (in Dollars per share)	[1]	$ 0.17	$ (0.11)
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares)	[1]	3,147,590	3,370,388
Basic and diluted net income (loss) per share, Non-redeemable common stock (in Dollars per share)	[1]	$ 0.17	$ (0.11)

[1] Calculation of the weighted shares outstanding and earnings per share for previously reported quarters has been restated, (see Note 2)

XML

Statements of Changes in Stockholders’ Deficit - USD ($)	Common Stock	Additional Paid in Capital	Accumulated Deficit	Total
Balance at Jun. 19, 2019
Balance (in Shares) at Jun. 19, 2019
Issuance of common stock to Sponsor	$ 345	24,655		25,000
Issuance of common stock to Sponsor (in Shares)	3,450,000
Issuance of Representative Shares	$ 12	898		910
Issuance of Representative Shares (in Shares)	120,000
Accretion for common stock to redemption amount		(776,132)	(2,616,861)	(3,392,993)
Proceeds received in excess of fair value of Private Warrants		750,559		750,559
Change in accretion for common stock to redemption amount			(181,842)	(181,842)
Forfeiture of Founder Shares	$ (20)	20
Forfeiture of Founder Shares (in Shares)	(199,612)
Net Income/loss			1,306,153	1,306,153
Balance at Dec. 31, 2019	$ 337		(1,492,550)	(1,492,213)
Balance (in Shares) at Dec. 31, 2019	3,370,388
Balance at Dec. 31, 2019	$ 337		(1,492,550)	(1,492,213)
Balance (in Shares) at Dec. 31, 2019	3,370,388
Change in accretion for common stock to redemption amount			(347,597)	(347,597)
Net Income/loss			(1,874,080)	(1,874,080)
Balance at Dec. 31, 2020	$ 337		$ (3,714,227)	$ (3,713,890)
Balance (in Shares) at Dec. 31, 2020	3,370,388

XML

Condensed Consolidated Statements Of Cash Flows (Unaudited) - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Cash Flows from Operating Activities:
Net (loss) income	$ 1,306,153	$ (1,874,080)
Change in fair value of warrant liability	(1,224,597)	1,975,156
Offering costs allocated to warrant liability	19,946
Interest earned on marketable securities held in Trust Account	(295,788)	(787,350)
Unrealized gain on marketable securities held in Trust Account	(227)	(2,056)
Deferred tax provision	48	384
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(176,859)	77,134
Accrued expenses	126,891	20,939
Income taxes payable	26,934	(21,051)
Net cash used in operating activities	(217,499)	(610,924)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(130,015,520)
Cash withdrawn from Trust Account for franchise and income tax payments		419,894
Net cash provided by (used in) investing activities	(130,015,520)	419,894
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	127,415,209
Proceeds from sale of Private Warrants	3,950,311	41,458
Advances from related party	203,958
Repayment of advances from related party	(187,500)
Proceeds from promissory note – related party	100,569
Repayment of promissory note – related party	(100,230)
Payment of offering costs	(786,728)
Net cash provided by financing activities	130,595,589
Net Change in Cash	362,570	(191,030)
Cash – Beginning of period		362,570
Cash – End of period	362,570	171,540
Supplementary cash flow information:
Cash paid for income taxes		47,779
Non-Cash investing and financing activities:
Initial classification of common stock subject to possible redemption (Restated – see Note 2)	130,015,520
Accretion change in value of common stock subject to possible redemption (Restated – see Note 2)	181,842	$ 347,597
Issuance of Representative Shares	910
Offering cost paid directly by stockholder in consideration for the issuance of common stock	$ 25,000

XML

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

Merida Merger Corp. I (the “Company”) was incorporated in Delaware on June 20, 2019. 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 intends to focus its search on companies in the cannabis industry. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, 2020, the Company had not commenced any operations. All activity through December 31, 2020 relates to the Company’s formation, the IPO (“IPO”), which is described below, and identifying a target company for a Business Combination. 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 IPO.

The registration statements for the Company’s IPO were declared effective on November 4, 2019. On November 7, 2019, the Company consummated the IPO of 12,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), generating gross proceeds of $120,000,000, which is described in Note 4.

Simultaneously with the closing of the IPO, the Company consummated the sale of 3,750,000 warrants (the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to Merida Holdings, LLC and EarlyBirdCapital, Inc. (“EarlyBirdCapital”), generating gross proceeds of $3,750,000, which is described in Note 5.

Following the closing of the IPO on November 7, 2019, an amount of $120,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account to the Company’s stockholders, as described below.

On November 12, 2019, the underwriters notified the Company of their intention to partially exercise their over-allotment option on November 13, 2019. As such, on November 13, 2019 the Company consummated the sale of an additional 1,001,552 Units, at $10.00 per Unit, and the sale of an additional 200,311 Private Warrants, at $1.00 per Private Warrant, generating total gross proceeds of $10,215,831. A total of $10,015,520 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $130,015,520.

Transaction costs amounted to $3,412,939 consisting of $2,600,311 of underwriting fees and $812,628 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate 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 an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination in connection with a stockholder meeting called to approve the Business Combination. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations and up to $250,000 per 12-month period for working capital needs). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. The Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules. The Company’s Sponsor and EarlyBirdCapital have agreed to vote their Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination and not to convert any shares in connection with a stockholder vote to approve 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 don’t vote at all.

The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and any Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to consummate a Business Combination, and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect a public stockholders’ ability to convert their shares 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 will have until November 7, 2021 to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, 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, 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, Merida Manager III LLC, the general partner of 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 a valid and enforceable 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 IPO 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, Merida Manager III LLC will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that Merida Manager III LLC will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

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 closing of a business combination, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Going Concern

The Company intends to complete a Business Combination by December 31, 2021. However, in the absence of a completed Business Combination, the Company may require additional capital. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until December 31, 2021 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 31, 2021

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Restatement of Previously Issued Financial Statements

12 Months Ended

Dec. 31, 2020

Restatement Of Previously Issued Financial Statements [Abstract]

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Amendment 1

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 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.

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 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 cash or investments held in the Trust Account.

The table below summarizes the effects of the restatement on the financial statements for all periods being restated. The restatement did not result in a change to net income or cash flows for the three months ended March 31, 2020 and the three and six months ended June 30, 2020 as there was no change in the fair value of the Warrants.

	As Previously Reported in Form 10-K			Adjustments			As Restated in Form 10-K Amendment 1
Balance sheet as of November 7, 2019 (audited)
Warrant Liability	$	—		$	3,037,500		$	3,037,500
Common Stock Subject to Possible Redemption		115,562,660			(3,037,500	)		112,525,160
Common Stock		401			31			432
Additional Paid-in Capital		5,000,221			19,915			5,020,136
Accumulated Deficit		(621	)		(19,946	)		(20,567	)
Balance sheet as of December 31, 2019 (audited)
Warrant Liability	$	—		$	1,975,155		$	1,975,155
Common Stock Subject to Possible Redemption		125,680,303			(1,975,155	)		123,705,148
Common Stock		382			20			402
Additional Paid-in Capital		4,898,117			(1,204,671	)		3,693,446
Retained Earnings		101,502			1,204,651			1,306,153
Balance sheet as of March 31, 2020
Warrant Liability	$	—		$	1,975,155		$	1,975,155
Common Stock Subject to Possible Redemption		126,056,624			(1,975,155	)		124,081,469
Common Stock		382			20			402
Additional Paid-in Capital		4,521,796			(1,204,671	)		3,317,125
Retained Earnings		477,832			1,204,651			1,682,483
Balance sheet as of June 30, 2020
Warrant Liability	$	—		$	1,975,155		$	1,975,155
Common Stock Subject to Possible Redemption		125,957,664			(1,975,155	)		123,982,509
Common Stock		383			20			403
Additional Paid-in Capital		4,620,755			(1,204,671	)		3,416,084
Retained Earnings		378,866			1,204,651			1,583,517
Balance sheet as of September 30, 2020
Warrant Liability	$	—		$	2,172,671		$	2,172,671
Common Stock Subject to Possible Redemption		125,871,358			(2,172,671	)		123,698,687
Common Stock		383			22			405
Additional Paid-in Capital		4,707,061			(1,007,157	)		3,699,904
Retained Earnings		292,558			1,007,135			1,299,693
Balance sheet as of December 31, 2020 (audited)
Warrant Liability	$	—		$	3,950,311		$	3,950,311
Common Stock Subject to Possible Redemption		125,781,370			(3,950,311	)		121,831,059
Common Stock		384			40			424
Additional Paid-in Capital		4,797,048			770,465			5,567,513
Retained Earnings (Accumulated Deficit)		202,578			(770,505	)		(567,927	)
Statement of Operations for the Period from June 20, 2019 (inception) Through December 31, 2019 (audited)
Change in fair value of warrant liability	$	—		$	1,224,597		$	1,224,597
Transaction costs allocable to warrant liability		—			(19,946	)		(19,946	)
Net income		101,502			1,204,651			1,306,153
Weighted average shares outstanding, Common Stock subject to possible redemption		12,446,534			(318,172	)		12,128,362
Basic and diluted net income per share, Common Stock subject to possible redemption		0.01			—			0.01
Weighted average shares outstanding, Common Stock		3,305,465			88,564			3,394,029
Basic and diluted net loss per share, Common Stock		0.03			0.30			0.33
Statement of Operations for the Three Months Ended March 31, 2020 (unaudited)
Weighted average shares outstanding, Common Stock subject to possible redemption		12,550,477			(197,240	)		12,353,237
Basic and diluted net income per share, Common Stock subject to possible redemption		0.04			—			0.04
Weighted average shares outstanding, Common Stock		3,821,463			197,240			4,018,703
Basic and diluted net loss per share, Common Stock		(0.04	)		—			(0.04	)

	As Previously Reported in Form 10-K			Adjustments			As Restated in Form 10-K Amendment 1
Statement of Operations for the Six Months Ended June 30, 2020 (unaudited)
Weighted average shares outstanding, Common Stock subject to possible redemption		12,553,036			(196,999	)		12,356,037
Basic and diluted net income per share, Common Stock subject to possible redemption		0.04			—			0.04
Weighted average shares outstanding, Common Stock		3,818,918			196,986			4,015,904
Basic and diluted net loss per share, Common Stock		(0.07	)		0.01			(0.06	)
Statement of Operations for the Nine Months Ended September 30, 2020 (unaudited)
Change in fair value of warrant liability	$	—		$	(197,516	)	$	197,516
Net income (loss)		191,056			(197,516	)		(6,460	)
Weighted average shares outstanding, Common Stock subject to possible redemption		12,550,512			(196,900	)		12,353,612
Basic and diluted net income per share, Common Stock subject to possible redemption		0.05			—			0.05
Weighted average shares outstanding, Common Stock		3,821,429			196,899			4,018,328
Basic and diluted net loss per share, Common Stock		(0.10	)		(0.04	)		(0.14	)
Statement of Operations for the Year Ended December 31, 2020 (audited)
Change in fair value of warrant liability	$	—		$	(1,975,156	)	$	(1,975,156	)
Net income (loss)		101,076			(1,975,156	)		(1,874,080	)
Weighted average shares outstanding, Common Stock subject to possible redemption		12,547,286			(201,796	)		12,345,490
Basic and diluted net income per share, Common Stock subject to possible redemption		0.05			—			0.05
Weighted average shares outstanding, Common Stock		3,824,645			201,805			4,026,450
Basic and diluted net loss per share, Common Stock		(0.12	)		(0.48	)		(0.60	)
Cash Flow Statement for the Year Ended December 31, 2019 (audited)
Net income	$	101,502		$	1,204,651		$	1,306,153
Change in fair value of warrant liability		—			(1,224,597	)		(1,224,597	)
Transaction costs associated with Initial Public Offering		—			19,946			19,946
Initial classification of Common Stock subject to possible redemption		125,578,180			(3,199,752	)		122,378,428
Change in value of Common Stock subject to possible redemption		102,123			1,224,597			1,326,720
Cash Flow Statement for the Nine Months Ended September 30, 2020 (unaudited)
Net income (loss)	$	191,056		$	(197,516	)	$	(6,460	)
Change in fair value of warrant liability		—			197,516			197,516
Change in value of Common Stock subject to possible redemption		191,055			(197,516	)		(6,461	)
Cash Flow Statement for the Year Ended December 31, 2020 (audited)
Net income (loss)	$	101,076		$	(1,975,156	)	$	(1,874,080	)
Change in fair value of warrant liability		—			1,975,156			1,975,156
Change in value of Common Stock subject to possible redemption		101,067			(1,975,156	)		(1,874,089	)

Amendment 2

In connection with the preparation of the Company’s financial statements as of September 30, 2021 and in accordance with SEC guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to possible redemption to be classified as temporary equity, which is outside of stockholder’s equity, management determined it should restate its previously reported financial statements. The Company had previously determined the shares of Common Stock subject to possible redemption to be equal to the redemption value of $10.00 per share of Common Stock while also taking into consideration that a redemption cannot result in net tangible assets being less than $5,000,001. Management has also determined that the shares of Common Stock issued in connection with the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control.

Therefore, management has concluded that the redemption value should include all the shares of Common Stock subject to possible redemption, resulting in the shares of Common Stock subject to possible redemption being equal to their redemption value. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the changes and has determined that the related impact was material to previously presented financial statements. As a result, management has noted a classification error related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the shares of Common Stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and the shares of Common Stock.

The restatement does not result in any change in the Company’s total assets, liabilities or operating results.

The impact of the restatement on the Company’s financial statements is reflected in the following table:

Balance Sheet as of November 7, 2019 (audited)	As Previously Reported in Form 10-K Amendment 1			Adjustment			As Restated in Form 10-K Amendment 2
Common stock subject to possible redemption	$	112,525,160		$	7,474,840		$	120,000,000
Common stock	$	432		$	(75	)	$	357
Additional paid-in capital	$	5,020,136		$	(5,020,136	)	$	—
Accumulated deficit	$	(20,567	)	$	(2,454,629	)	$	(2,475,196	)
Total stockholders’ equity (deficit)	$	5,000,001		$	(7,474,840	)	$	(2,474,839	)
Number of shares subject to redemption		11,252,516			747,484			12,000,000
Balance Sheet as of December 31, 2019 (audited)
Common stock subject to possible redemption	$	123,705,148		$	6,492,214		$	130,197,362
Common stock	$	402		$	(65	)	$	337
Additional paid-in capital	$	3,693,446		$	(3,693,446	)	$	—
Accumulated deficit	$	1,306,153		$	(2,798,703	)	$	(1,492,550	)
Total stockholders’ equity (deficit)	$	5,000,001		$	(6,492,214	)	$	(1,492,513	)
Number of shares subject to redemption		12,353,237			648,315			13,001,552
Balance Sheet as of March 31, 2020 (unaudited)
Common stock subject to possible redemption	$	124,081,469		$	6,452,799		$	130,534,268
Common stock	$	402		$	(65	)	$	337
Additional paid-in capital	$	3,317,125		$	(3,317,125	)	$	—
Accumulated deficit	$	1,682,483		$	(3,135,609	)	$	(1,453,126	)
Total stockholders’ equity (deficit)	$	5,000,010		$	(6,452,799	)	$	(1,452,789	)
Number of shares subject to redemption		12,358,836			642,716			13,001,552
Balance Sheet as of June 30, 2020 (unaudited)
Common stock subject to possible redemption	$	123,982,509		$	6,553,480		$	130,535,989
Common stock	$	403		$	(66	)	$	337
Additional paid-in capital	$	3,416,084		$	(3,416,084	)	$	—
Accumulated deficit	$	1,583,517		$	(3,137,330	)	$	(1,553,813	)
Total stockholders’ equity (deficit)	$	5,000,004		$	(6,553,480	)	$	(1,553,476	)
Number of shares subject to redemption		12,348,817			652,735			13,001,552
Balance Sheet as of September 30, 2020 (unaudited)
Common stock subject to possible redemption	$	123,698,687		$	6,829,335		$	130,528,022
Common stock	$	405		$	(68	)	$	337
Additional paid-in capital	$	3,699,904		$	(3,699,904	)	$	—
Accumulated deficit	$	1,299,693		$	(3,129,363	)	$	(1,829,670	)
Total stockholders’ equity (deficit)	$	5,000,002		$	(6,829,335	)	$	(1,829,333	)
Number of shares subject to redemption		12,321,300			680,252			13,001,552
Balance Sheet as of December 31, 2020 (audited)
Common stock subject to possible redemption	$	121,831,059		$	8,713,900		$	130,544,959
Common stock	$	424		$	(87	)	$	337
Additional paid-in capital	$	5,567,513		$	(5,567,513	)	$	—
Accumulated deficit	$	(567,927	)	$	(3,146,300	)	$	(3,714,227	)
Total stockholders’ equity (deficit)	$	5,000,010		$	(8,713,900	)	$	(3,713,890	)
Number of shares subject to redemption		12,133,696			867,856			13,001,552
Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the year ended ended December 31, 2019 (audited)
Sale of 13,001,552 Units, net of underwriting discount and offering expenses	$	126,622,527		$	(126,622,527	)	$	—
Initial value of common stock subject to redemption at IPO	$	(123,705,148	)	$	123,705,148		$	—
Accretion for common stock to redemption amount	$	—		$	(3,574,835	)	$	(3,574,835	)
Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the three months ended March 31, 2020 (unaudited)
Change in value of common stock subject to redemption	$	(376,321	)	$	376,321		$	—
Accretion for common stock to redemption amount	$	—		$	(336,906	)	$	(336,906	)
Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the three months ended June 30, 2020 (unaudited)
Change in value of common stock subject to redemption	$	98,960		$	(98,960	)	$	—
Accretion for common stock to redemption amount	$	—		$	(1,721	)	$	(1,721	)
Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the three months ended September 30, 2020 (unaudited)
Change in value of common stock subject to redemption	$	283,822		$	(283,822	)	$	—
Accretion for common stock to redemption amount	$	—		$	7,967		$	7,967
Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the year ended December 31, 2020 (unaudited)
Change in value of common stock subject to redemption	$	1,867,628		$	(1,867,628	)	$	—
Accretion for common stock to redemption amount	$	—		$	(347,597	)	$	(347,597	)
Statement of Cash Flows for the Period from June 20, 2019 (inception) to December 31, 2019 (audited)
Initial classification of Class A common stock subject to possible redemption	$	122,378,428		$	7,637,092		$	130,015,520
Change in value of Class A common stock subject to possible redemption	$	1,326,720		$	(1,144,878	)	$	181,842
Statement of Cash Flows for the three months ended March 31, 2020 (unaudited)
Change in value of Class A common stock subject to possible redemption	$	376,321		$	(39,415	)	$	336,906
Statement of Cash Flows for the six months ended June 30, 2020 (unaudited)
Change in value of Class A common stock subject to possible redemption	$	277,361		$	61,266		$	338,627
Statement of Cash Flows for the nine months ended September 30, 2020 (unaudited)
Change in value of Class A common stock subject to possible redemption	$	(6,461	)	$	337,121		$	330,660
Statement of Cash Flows for the period ended December 31, 2020 (audited)
Change in value of Class A common stock subject to possible redemption	$	(1,874,089	)	$	2,221,686		$	347,597

In connection with the change in presentation for the common stock subject to redemption, the Company also restated its income (loss) per common share calculated to allocate net income (loss), with all allocated to common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. There is no impact to the reported amounts for total assets, total liabilities, cash flows, or net income (loss). The impact of this restatement on the Company’s financial statements is reflected in the following table:

Statement of Operations for the period from June 20, 2019 (inception) to December 31, 2019 (audited)	As Previously Reported in Form 10-K Amendment 1			Adjustment			As Restated in Form 10-K Amendment 2
Weighted average shares outstanding, Common Stock subject to possible redemption		12,128,362		$	(7,617,397	)	$	4,510,965
Basic and diluted net income per share, Common Stock subject to possible redemption	$	0.01		$	0.16		$	0.17
Weighted average shares outstanding, Common Stock		3,394,029			(246,439	)		3,147,590
Basic and diluted net income per share, Common Stock	$	0.33		$	(0.16	)	$	0.17
Statement of Operations for the three months ended March 31, 2020 (unaudited)
Weighted average shares outstanding, Common Stock subject to possible redemption		12,353,237		$	648,315		$	13,001,552
Basic and diluted net income per share, Common Stock subject to possible redemption	$	0.04		$	(0.02	)	$	0.02
Weighted average shares outstanding, Common Stock		4,018,703			(648,315	)		3,370,388
Basic and diluted net income (loss) per share, Common Stock	$	(0.04	)	$	0.06		$	0.02
Statement of Operations for the six months ended June 30, 2020 (unaudited)
Weighted average shares outstanding, Common Stock subject to possible redemption		12,356,037		$	645,515		$	13,001,552
Basic and diluted net income per share, Common Stock subject to possible redemption	$	0.04		$	(0.02	)	$	0.02
Weighted average shares outstanding, Common Stock		4,015,904			(645,516	)		3,370,388
Basic and diluted net income (loss) per share, Common Stock	$	(0.06	)	$	0.08		$	0.02
Statement of Operations for the nine months ended September 30, 2020 (unaudited)
Weighted average shares outstanding, Common Stock subject to possible redemption		12,353,612		$	647,940		$	13,001,552
Basic and diluted net income (loss) per share, Common Stock subject to possible redemption	$	0.05		$	(0.05	)	$	—
Weighted average shares outstanding, Common Stock		4,018,328			(647,940	)		3,370,388
Basic and diluted net loss per share, Common Stock	$	(0.14	)	$	0.14		$	—
Statement of Operations for the year ended December 31, 2020 (audited)
Weighted average shares outstanding, Common Stock subject to possible redemption		12,345,490		$	656,062		$	13,001,552
Basic and diluted net income per share, Common Stock subject to possible redemption	$	0.05		$	(0.16	)	$	(0.11	)
Weighted average shares outstanding, Common Stock		4,026,450			(656,026	)		3,370,388
Basic and diluted net loss per share, Common Stock	$	(0.60	)	$	0.49		$	(0.11	)

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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, 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 the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting 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 confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

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

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, the Company withdrew $419,894 of the interest earned on the Trust Account to pay for its franchise taxes and for working capital needs.

Common Stock Subject to Possible Redemption (Restated, see Note 2 – Amendment 2)

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 features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, 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.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit.

At December 31, 2020, the Common Stock reflected in the balance sheets are reconciled in the following table:

Gross proceeds	$	130,015,520
Less:
Common stock issuance costs	$	(3,392,993	)
Plus:
Accretion of carrying value to redemption value	$	3,574,835
Common stocks subject to possible redemption, December 31, 2019	$	130,197,362
Plus:
Accretion of carrying value to redemption value	$	347,597
Common stocks subject to possible redemption, December 31, 2020	$	130,544,959

Offering Costs

Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the common stock issued were charged to stockholders’ equity upon the completion of the Initial Public Offering. Common stock issuance costs amounting to $3,392,993 were charged to stockholders’ equity and offering costs amounting to $19,946 were charged to the statement of operations upon the completion of the Initial Public Offering (see Note 1).

Warrant Liability

The Company accounts for the Private Warrants in accordance with the guidance contained in ASC 815-40 under which the Private Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Private Warrants as liabilities at their fair value and adjusts the Private Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The Private Warrants for periods where no observable traded price was available are valued using a binomial lattice model.

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 Loss Per Common Share

(Restated, see Note 2 - Amendment 1)

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, excluding shares of common stock subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 10,451,087 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

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

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

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

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

	Year Ended December 31, 2020			For the Period from June 20, 2019 (Inception) Through December 31, 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	$	734,755		$	285,524
Unrealized gain (loss) on marketable securities held in Trust Account		1,919			219
Less: interest available to be withdrawn for payment of taxes		(179,355	)		(110,258	)
Net income attributable	$	557,319		$	175,485
Denominator: Weighted Average Common stock subject to possible redemption
Basic and diluted weighted average shares outstanding		12,345,490			12,128,362
Basic and diluted net income per share	$	0.05		$	0.01
Non-Redeemable Common Stock
Numerator: Net (Loss) Income minus Net Earnings
Net (loss) income	$	(1,874,080	)	$	1,306,153
Net income allocable to Common stock subject to possible redemption		(557,319	)		(175,485	)
Non-Redeemable Net (Loss) Income	$	(2,431,399	)	$	1,130,668	)
Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		4,026,450			3,394,029
Basic and diluted net (loss) income per share, Non-redeemable common stock	$	(0.60	)	$	0.33

(Restated, see Note 2 - Amendment 2)

Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Accretion associated with the redeemable shares of common stock is excluded from net income (loss) per common share as the redemption value approximates fair value.

The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 10,451,087 shares of common stock in the aggregate. As of December 31, 2020 and 2019, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented (Restated- see Note 2).

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

	Year Ended December 31, 2020			For the Period from June 20, 2019 (Inception) Through December 31, 2019
Allocation of net loss, common stock subject to redemption	$	(1,488,275	)		769,337
Weighted average shares outstanding, common stock subject to possible redemption		13,001,552			4,510,965
Basic and diluted net income (loss) per share, common stock subject to possible redemption	$	(0.11	)	$	0.17
Allocation of net loss, common stock	$	(385,805	)	$	539,816
Weighted average shares outstanding, common stock		3,370,388			3,147,590
Basic and diluted net income (loss) per share, common stock	$	(0.11	)		0.17

Concentration of Credit Risk

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

Fair Value of Financial Instruments

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

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 — “Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”)”, to simplify accounting for certain financial instruments ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows.

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

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Initial Public Offering

12 Months Ended

Dec. 31, 2020

Regulated Operations [Abstract]

INITIAL PUBLIC OFFERING

NOTE 4 — INITIAL PUBLIC OFFERING

Pursuant to the IPO, the Company sold 13,001,552 Units at a price of $10.00 per Unit, inclusive of 1,001,552 Units sold to the underwriters on November 13, 2019 upon the underwriters’ election to partially exercise their over-allotment option. Each Unit consists of one share of common stock and one-half of one warrant (“Public Warrant”). Each whole 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 9).

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Private Placement

12 Months Ended

Dec. 31, 2020

Private Placement [Abstract]

PRIVATE PLACEMENT

NOTE 5 — PRIVATE PLACEMENT

Simultaneously with the closing of the IPO, Merida Holdings, LLC and EarlyBirdCapital purchased an aggregate of 3,750,000 Private Warrants at a price of $1.00 per Private Warrant for an aggregate purchase price of $3,750,000, in a private placement that occurred simultaneously with the closing of the IPO. On November 13, 2019, in connection with the underwriters’ election to partially exercise their over-allotment option, the Company sold an additional aggregate of 200,311 Private Warrants to Merida Holdings, LLC and EarlyBirdCapital, at a price of $1.00 per Private Warrant, generating gross proceeds of $200,311. Each whole Private Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share. The proceeds from the Private Warrants were added to the proceeds from the IPO 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 Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Warrants and all underlying securities will expire worthless. The difference between the initial fair value of $0.81 per share (or $3,199,752) of the Private Placement warrants (see Note 10) and the purchase of $1.00 per share of $750,559 was recorded in additional paid-in capital.

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Related Party Transactions

12 Months Ended

Dec. 31, 2020

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 6 — RELATED PARTY TRANSACTIONS

Founder Shares 

In August 2019, the Sponsor purchased 2,875,000 shares (the “Founder Shares”) of the Company’s common stock for an aggregate price of $25,000. On November 4, 2019, the Company effected a stock dividend of 0.2 shares for each share outstanding, resulting in an aggregate of 3,450,000 Founder Shares being held by the Sponsor. All share and per-share amounts have been retroactively restated to reflect the stock dividend. The Founder Shares included an aggregate of up to 199,612 shares that were subject to forfeiture by the Sponsor following the underwriter’s election to partially exercise its over-allotment option. The underwriters’ remaining over-allotment option expired unexercised and, as a result, 199,612 Founder Shares were forfeited and 250,388 Founder Shares are no longer subject to forfeiture, resulting in an aggregate of 3,250,388 Founder Share shares outstanding as of December 31, 2019.

The Sponsor has 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.

Administrative Support Agreement

The Company entered into an agreement on November 4, 2019, as amended on November 26, 2019, whereby, commencing on November 4, 2019 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will pay Merida Manager III LLC a total of $5,000 per month for office space, utilities and secretarial and administrative support. For the year ended December 31, 2020 and for the period from June 20, 2019 (inception) through December 31, 2019, the Company incurred $50,000 and $20,000, in fees for these services, of which $5,000 and $20,000 was included in accounts payable and accrued expenses in the accompanying balance sheets, respectively.

Advances — Related Party

The Sponsor advanced the Company an aggregate of $162,500 to cover expenses related to the IPO. The advances were non-interest bearing and due on demand. Outstanding advances amounting to $162,500 were repaid on November 14, 2019.

In anticipation of the underwriters’ election to fully exercise their over-allotment option, the Sponsor advanced the Company an additional $41,458 to cover the purchase of the additional Private Warrants. At December 31, 2020 and 2019, advances of $16,458 were outstanding and due on demand.

Promissory Note — Related Party

On August 6, 2019, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company borrowed an aggregate principal amount of $100,569 under the Promissory Note. The Promissory Note was non-interest bearing and payable on the earlier of (i) September 30, 2020, (ii) the consummation of the IPO or (iii) the date on which the Company determined not to proceed with the IPO. As of December 31, 2019, the Company repaid $100,230 of amounts owed under the Promissory Note and $339 remained outstanding under the Promissory Note at December 31, 2020 and 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 would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be converted into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Warrants.

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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 November 4, 2019, the holders of the Founder Shares, Representative Shares, Private Warrants, and any warrants that may be issued in payment 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 Warrants or warrants 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 may only make a demand on one occasion and only during the five-year period beginning on the effective date of the IPO. 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 may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the IPO. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day to purchase up to 1,800,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On November 13, 2019, the underwriters partially exercised their over-allotment option to purchase an additional 1,001,552 Units at $10.00 per Unit, leaving 798,448 Units available for a purchase price of $10.00 per Unit.

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 stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of a Business Combination in an amount equal to 3.5% of the gross proceeds of IPO, or an aggregate of $4,550,543 (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.

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Stockholders' Equity

12 Months Ended

Dec. 31, 2020

Stockholders' Equity Note [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 8 — STOCKHOLDERS’ EQUITY (Restated, see Note 2 – Amendment 2)

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 50,000,000 shares of common stock with a par value of $0.0001 per share. At December 31, 2020, there were 3,370,388 shares of common stock issued and outstanding, excluding 13,001,552 shares of common stock subject to possible redemption..

Representative Shares

In August 2019, the Company issued to EarlyBirdCapital and its designees the 120,000 Representative Shares (as adjusted for the stock dividend described above). The Company accounted for the Representative Shares as an offering cost of the IPO, with a corresponding credit to stockholders’ equity. The Company estimated the fair value of Representative Shares to be $910 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 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.

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Warrants

12 Months Ended

Dec. 31, 2020

Warrants [Abstract]

WARRANTS

NOTE 9 — WARRANTS

Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the IPO. 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 a specified period 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 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 commencing after the warrants become exercisable and 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 IPO, except that the Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, 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.

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 $9.20 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 the Sponsor, initial stockholders or their affiliates, without taking into account any Founder’s 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 $9.20 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.

The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the IPO pursuant to Rule 5110(g)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the IPO, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the IPO except to any underwriter and selected dealer participating in the IPO and their bona fide officers or partners.

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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	$	(432	)		(48	)
Total deferred tax liability		(432	)		(48	)
Valuation Allowance		—			—
Deferred tax liability	$	(432	)	$	(48	)

The income tax provision consists of the following:

	December 31,		December 31,
	2020		2019
Federal
Current	$	26,728	$	26,934
Deferred		384		48
State and Local
Current		—		—
Deferred		—		—
Change in valuation allowance		—		—
Income tax provision	$	27,112	$	26,982

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	%
Transaction costs allocable to warrant liability		0.0	%		0.3	%
Change in fair value of warrant liability		(22.5	)%		(19.3	)%
Valuation allowance		(0.0	)%		0.00	%
Income tax provision		(1.5	)%		2.0	%

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

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

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

Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets 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	$	130,681,047	$	130,311,535
Liabilities:
Warrant Liability – Private Warrants		3		3,950,311		1,975,155

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

The Private Warrants were initially valued on November 7, 2019 using a binomial lattice model, which is considered to be a Level 3 fair value measurement.

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 valuation dates was implied from the Company’s own Public Warrant pricing.

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

	December 31, 2020			December 31, 2019
Exercise price	$	11.50		$	11.50
Stock price	$	10.20		$	9.74
Volatility		17.2	%		9.1	%
Term		5.00			5.00
Risk-free rate		0.29	%		1.70	%
Dividend yield		0.0	%		0.0	%

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

	Private Placement
Fair value as of June 20, 2019 (inception)	$	—
Initial measurement on November 7, 2019 (Initial Public Offering, including over-allotment)		3,199,752
Change in fair value		(1,224,597	)
Fair value as of December 31, 2019		1,975,155
Change in fair value		1,975,156
Fair value as of December 31, 2020	$	3,950,311

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

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Subsequent Events

12 Months Ended

Dec. 31, 2020

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 12 — SUBSEQUENT EVENTS

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

On June 25, 2021, the Company’s Sponsor committed to provide an aggregate of $400,000 in loans in connection with the Working Capital Loans. As of November 23, 2021, there is $400,000 outstanding under the Working Capital Loan.

On August 9, 2021, Merida Merger Corp I., a Delaware corporation (“Merida”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) amended September 8, 2021, by and among Merida, Merida Merger Sub, Inc., a Washington corporation and wholly-owned subsidiary of Merida (“First Merger Sub”), Merida Merger Sub II, LLC, a Washington limited liability company and wholly-owned subsidiary of Merida (“Second Merger Sub”), and Leafly Holdings, Inc., a Washington corporation (“Leafly”). Pursuant to the Merger Agreement, among other things the parties will undertake the following transactions (collectively, the “Transactions”): (i) First Merger Sub will merge with and into Leafly, with Leafly surviving such merger (“First Merger”), and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, Leafly will merge with and into Second Merger Sub, with Second Merger Sub surviving such merger (the “Second Merger”) and being a wholly-owned subsidiary of Merida.

Pursuant to the Merger Agreement, the aggregate value of the consideration (prior to giving effect to the earnout consideration described below) to be paid to Leafly’s securityholders is $385 million, as follows: (a) each share of Class 1 common stock of Leafly, par value $0.0001 per share, each share of Class 2 common stock of Leafly, par value $0.0001 per share, and each share of Class 3 common stock of Leafly, par value $0.0001 per share (collectively, the “Leafly Common Stock”), issued and outstanding immediately prior to the First Merger (including shares of Leafly Common Stock issued upon the conversion of the Notes) will be converted into the right to receive a number of shares of common stock of Merida, par value $0.0001 per share (“Merida Common Stock”) equal to the Exchange Ratio (as defined below), and (b) each share of Leafly Series A preferred stock, par value $0.0001 per share (“Leafly Preferred Stock”), issued and outstanding immediately prior to the First Merger will be converted into the right to receive a number of shares of Merida Common Stock equal to the Exchange Ratio multiplied by the number of shares of Leafly Common Stock issuable upon conversion of such shares of Leafly Preferred Stock. The “Exchange Ratio” is the quotient of (i) 38,500,000 shares of Merida Common Stock, divided by (ii) the adjusted fully diluted shares of Leafly Common Stock outstanding immediately prior to the completion of the First Merger (taking into account the number of shares of Leafly Common Stock issuable upon the conversion of the Leafly Preferred Stock and Notes and upon exercise of outstanding stock options of Leafly, assuming for the purposes of this definition that all such Company Stock Options are fully vested and exercised on a net exercise basis. Each option of Leafly that is outstanding immediately prior to the Closing will automatically convert to an option to acquire an adjusted number of shares of Merida Common Stock at an adjusted exercise price, in each case, pursuant to the terms of the Merger Agreement.

The Transaction will be consummated subject to the deliverables and provisions as further described in the Merger Agreement.

On October 13, 2021, the Company issued an unsecured promissory note in the amount of $400,000 to the Sponsor (the “Promissory Note”), pursuant to which the Company borrowed an aggregate principal amount of $400,000 under the Promissory Note. The Promissory Note is non-interest bearing and payable prior to the consummation of a business combination. As of November 23, 2021, there is $400,000 outstanding under the Promissory Note.

On October 29, 2021 the Company’s stockholders voted to extend the date in which the Company has to consummate a business combination to December 31, 2021. Holders of an aggregate of 1,389,867 shares of Merida’s common stock exercised their right to redeem their shares for an aggregate of approximately $13.9 million in cash.

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Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation

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

Emerging Growth Company

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

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

Use of Estimates

Use of Estimates

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

Cash and Cash Equivalents

Cash and Cash Equivalents

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

Marketable Securities Held in Trust Account

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, the Company withdrew $419,894 of the interest earned on the Trust Account to pay for its franchise taxes and for working capital needs.

Common Stock Subject to Possible Redemption

Common Stock Subject to Possible Redemption (Restated, see Note 2 – Amendment 2)

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 features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, 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.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit.

At December 31, 2020, the Common Stock reflected in the balance sheets are reconciled in the following table:

Gross proceeds	$	130,015,520
Less:
Common stock issuance costs	$	(3,392,993	)
Plus:
Accretion of carrying value to redemption value	$	3,574,835
Common stocks subject to possible redemption, December 31, 2019	$	130,197,362
Plus:
Accretion of carrying value to redemption value	$	347,597
Common stocks subject to possible redemption, December 31, 2020	$	130,544,959

Offering Costs

Offering Costs

Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the common stock issued were charged to stockholders’ equity upon the completion of the Initial Public Offering. Common stock issuance costs amounting to $3,392,993 were charged to stockholders’ equity and offering costs amounting to $19,946 were charged to the statement of operations upon the completion of the Initial Public Offering (see Note 1).

Warrant Liability

Warrant Liability

The Company accounts for the Private Warrants in accordance with the guidance contained in ASC 815-40 under which the Private Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Private Warrants as liabilities at their fair value and adjusts the Private Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The Private Warrants for periods where no observable traded price was available are valued using a binomial lattice model.

Income Taxes

Income Taxes

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

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 Loss Per Common Share

Net Loss Per Common Share

(Restated, see Note 2 - Amendment 1)

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, excluding shares of common stock subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 10,451,087 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

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

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

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

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

	Year Ended December 31, 2020			For the Period from June 20, 2019 (Inception) Through December 31, 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	$	734,755		$	285,524
Unrealized gain (loss) on marketable securities held in Trust Account		1,919			219
Less: interest available to be withdrawn for payment of taxes		(179,355	)		(110,258	)
Net income attributable	$	557,319		$	175,485
Denominator: Weighted Average Common stock subject to possible redemption
Basic and diluted weighted average shares outstanding		12,345,490			12,128,362
Basic and diluted net income per share	$	0.05		$	0.01
Non-Redeemable Common Stock
Numerator: Net (Loss) Income minus Net Earnings
Net (loss) income	$	(1,874,080	)	$	1,306,153
Net income allocable to Common stock subject to possible redemption		(557,319	)		(175,485	)
Non-Redeemable Net (Loss) Income	$	(2,431,399	)	$	1,130,668	)
Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		4,026,450			3,394,029
Basic and diluted net (loss) income per share, Non-redeemable common stock	$	(0.60	)	$	0.33

(Restated, see Note 2 - Amendment 2)

Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Accretion associated with the redeemable shares of common stock is excluded from net income (loss) per common share as the redemption value approximates fair value.

The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 10,451,087 shares of common stock in the aggregate. As of December 31, 2020 and 2019, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented (Restated- see Note 2).

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

	Year Ended December 31, 2020			For the Period from June 20, 2019 (Inception) Through December 31, 2019
Allocation of net loss, common stock subject to redemption	$	(1,488,275	)		769,337
Weighted average shares outstanding, common stock subject to possible redemption		13,001,552			4,510,965
Basic and diluted net income (loss) per share, common stock subject to possible redemption	$	(0.11	)	$	0.17
Allocation of net loss, common stock	$	(385,805	)	$	539,816
Weighted average shares outstanding, common stock		3,370,388			3,147,590
Basic and diluted net income (loss) per share, common stock	$	(0.11	)		0.17

Concentration of Credit Risk

Concentration of Credit Risk

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

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 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).

Recent Accounting Standards

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 — “Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”)”, to simplify accounting for certain financial instruments ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows.

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

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Restatement of Previously Issued Financial Statements (Tables)

12 Months Ended

Dec. 31, 2020

Restatement Of Previously Issued Financial Statements [Abstract]

Schedule of restatement on the Company’s financial statements amendment 1

	As Previously Reported in Form 10-K			Adjustments			As Restated in Form 10-K Amendment 1
Balance sheet as of November 7, 2019 (audited)
Warrant Liability	$	—		$	3,037,500		$	3,037,500
Common Stock Subject to Possible Redemption		115,562,660			(3,037,500	)		112,525,160
Common Stock		401			31			432
Additional Paid-in Capital		5,000,221			19,915			5,020,136
Accumulated Deficit		(621	)		(19,946	)		(20,567	)
Balance sheet as of December 31, 2019 (audited)
Warrant Liability	$	—		$	1,975,155		$	1,975,155
Common Stock Subject to Possible Redemption		125,680,303			(1,975,155	)		123,705,148
Common Stock		382			20			402
Additional Paid-in Capital		4,898,117			(1,204,671	)		3,693,446
Retained Earnings		101,502			1,204,651			1,306,153
Balance sheet as of March 31, 2020
Warrant Liability	$	—		$	1,975,155		$	1,975,155
Common Stock Subject to Possible Redemption		126,056,624			(1,975,155	)		124,081,469
Common Stock		382			20			402
Additional Paid-in Capital		4,521,796			(1,204,671	)		3,317,125
Retained Earnings		477,832			1,204,651			1,682,483
Balance sheet as of June 30, 2020
Warrant Liability	$	—		$	1,975,155		$	1,975,155
Common Stock Subject to Possible Redemption		125,957,664			(1,975,155	)		123,982,509
Common Stock		383			20			403
Additional Paid-in Capital		4,620,755			(1,204,671	)		3,416,084
Retained Earnings		378,866			1,204,651			1,583,517
Balance sheet as of September 30, 2020
Warrant Liability	$	—		$	2,172,671		$	2,172,671
Common Stock Subject to Possible Redemption		125,871,358			(2,172,671	)		123,698,687
Common Stock		383			22			405
Additional Paid-in Capital		4,707,061			(1,007,157	)		3,699,904
Retained Earnings		292,558			1,007,135			1,299,693
Balance sheet as of December 31, 2020 (audited)
Warrant Liability	$	—		$	3,950,311		$	3,950,311
Common Stock Subject to Possible Redemption		125,781,370			(3,950,311	)		121,831,059
Common Stock		384			40			424
Additional Paid-in Capital		4,797,048			770,465			5,567,513
Retained Earnings (Accumulated Deficit)		202,578			(770,505	)		(567,927	)
Statement of Operations for the Period from June 20, 2019 (inception) Through December 31, 2019 (audited)
Change in fair value of warrant liability	$	—		$	1,224,597		$	1,224,597
Transaction costs allocable to warrant liability		—			(19,946	)		(19,946	)
Net income		101,502			1,204,651			1,306,153
Weighted average shares outstanding, Common Stock subject to possible redemption		12,446,534			(318,172	)		12,128,362
Basic and diluted net income per share, Common Stock subject to possible redemption		0.01			—			0.01
Weighted average shares outstanding, Common Stock		3,305,465			88,564			3,394,029
Basic and diluted net loss per share, Common Stock		0.03			0.30			0.33
Statement of Operations for the Three Months Ended March 31, 2020 (unaudited)
Weighted average shares outstanding, Common Stock subject to possible redemption		12,550,477			(197,240	)		12,353,237
Basic and diluted net income per share, Common Stock subject to possible redemption		0.04			—			0.04
Weighted average shares outstanding, Common Stock		3,821,463			197,240			4,018,703
Basic and diluted net loss per share, Common Stock		(0.04	)		—			(0.04	)

	As Previously Reported in Form 10-K			Adjustments			As Restated in Form 10-K Amendment 1
Statement of Operations for the Six Months Ended June 30, 2020 (unaudited)
Weighted average shares outstanding, Common Stock subject to possible redemption		12,553,036			(196,999	)		12,356,037
Basic and diluted net income per share, Common Stock subject to possible redemption		0.04			—			0.04
Weighted average shares outstanding, Common Stock		3,818,918			196,986			4,015,904
Basic and diluted net loss per share, Common Stock		(0.07	)		0.01			(0.06	)
Statement of Operations for the Nine Months Ended September 30, 2020 (unaudited)
Change in fair value of warrant liability	$	—		$	(197,516	)	$	197,516
Net income (loss)		191,056			(197,516	)		(6,460	)
Weighted average shares outstanding, Common Stock subject to possible redemption		12,550,512			(196,900	)		12,353,612
Basic and diluted net income per share, Common Stock subject to possible redemption		0.05			—			0.05
Weighted average shares outstanding, Common Stock		3,821,429			196,899			4,018,328
Basic and diluted net loss per share, Common Stock		(0.10	)		(0.04	)		(0.14	)
Statement of Operations for the Year Ended December 31, 2020 (audited)
Change in fair value of warrant liability	$	—		$	(1,975,156	)	$	(1,975,156	)
Net income (loss)		101,076			(1,975,156	)		(1,874,080	)
Weighted average shares outstanding, Common Stock subject to possible redemption		12,547,286			(201,796	)		12,345,490
Basic and diluted net income per share, Common Stock subject to possible redemption		0.05			—			0.05
Weighted average shares outstanding, Common Stock		3,824,645			201,805			4,026,450
Basic and diluted net loss per share, Common Stock		(0.12	)		(0.48	)		(0.60	)
Cash Flow Statement for the Year Ended December 31, 2019 (audited)
Net income	$	101,502		$	1,204,651		$	1,306,153
Change in fair value of warrant liability		—			(1,224,597	)		(1,224,597	)
Transaction costs associated with Initial Public Offering		—			19,946			19,946
Initial classification of Common Stock subject to possible redemption		125,578,180			(3,199,752	)		122,378,428
Change in value of Common Stock subject to possible redemption		102,123			1,224,597			1,326,720
Cash Flow Statement for the Nine Months Ended September 30, 2020 (unaudited)
Net income (loss)	$	191,056		$	(197,516	)	$	(6,460	)
Change in fair value of warrant liability		—			197,516			197,516
Change in value of Common Stock subject to possible redemption		191,055			(197,516	)		(6,461	)
Cash Flow Statement for the Year Ended December 31, 2020 (audited)
Net income (loss)	$	101,076		$	(1,975,156	)	$	(1,874,080	)
Change in fair value of warrant liability		—			1,975,156			1,975,156
Change in value of Common Stock subject to possible redemption		101,067			(1,975,156	)		(1,874,089	)

Schedule of restatement on the Company’s financial statements amendment 2

Balance Sheet as of November 7, 2019 (audited)	As Previously Reported in Form 10-K Amendment 1			Adjustment			As Restated in Form 10-K Amendment 2
Common stock subject to possible redemption	$	112,525,160		$	7,474,840		$	120,000,000
Common stock	$	432		$	(75	)	$	357
Additional paid-in capital	$	5,020,136		$	(5,020,136	)	$	—
Accumulated deficit	$	(20,567	)	$	(2,454,629	)	$	(2,475,196	)
Total stockholders’ equity (deficit)	$	5,000,001		$	(7,474,840	)	$	(2,474,839	)
Number of shares subject to redemption		11,252,516			747,484			12,000,000
Balance Sheet as of December 31, 2019 (audited)
Common stock subject to possible redemption	$	123,705,148		$	6,492,214		$	130,197,362
Common stock	$	402		$	(65	)	$	337
Additional paid-in capital	$	3,693,446		$	(3,693,446	)	$	—
Accumulated deficit	$	1,306,153		$	(2,798,703	)	$	(1,492,550	)
Total stockholders’ equity (deficit)	$	5,000,001		$	(6,492,214	)	$	(1,492,513	)
Number of shares subject to redemption		12,353,237			648,315			13,001,552
Balance Sheet as of March 31, 2020 (unaudited)
Common stock subject to possible redemption	$	124,081,469		$	6,452,799		$	130,534,268
Common stock	$	402		$	(65	)	$	337
Additional paid-in capital	$	3,317,125		$	(3,317,125	)	$	—
Accumulated deficit	$	1,682,483		$	(3,135,609	)	$	(1,453,126	)
Total stockholders’ equity (deficit)	$	5,000,010		$	(6,452,799	)	$	(1,452,789	)
Number of shares subject to redemption		12,358,836			642,716			13,001,552
Balance Sheet as of June 30, 2020 (unaudited)
Common stock subject to possible redemption	$	123,982,509		$	6,553,480		$	130,535,989
Common stock	$	403		$	(66	)	$	337
Additional paid-in capital	$	3,416,084		$	(3,416,084	)	$	—
Accumulated deficit	$	1,583,517		$	(3,137,330	)	$	(1,553,813	)
Total stockholders’ equity (deficit)	$	5,000,004		$	(6,553,480	)	$	(1,553,476	)
Number of shares subject to redemption		12,348,817			652,735			13,001,552
Balance Sheet as of September 30, 2020 (unaudited)
Common stock subject to possible redemption	$	123,698,687		$	6,829,335		$	130,528,022
Common stock	$	405		$	(68	)	$	337
Additional paid-in capital	$	3,699,904		$	(3,699,904	)	$	—
Accumulated deficit	$	1,299,693		$	(3,129,363	)	$	(1,829,670	)
Total stockholders’ equity (deficit)	$	5,000,002		$	(6,829,335	)	$	(1,829,333	)
Number of shares subject to redemption		12,321,300			680,252			13,001,552
Balance Sheet as of December 31, 2020 (audited)
Common stock subject to possible redemption	$	121,831,059		$	8,713,900		$	130,544,959
Common stock	$	424		$	(87	)	$	337
Additional paid-in capital	$	5,567,513		$	(5,567,513	)	$	—
Accumulated deficit	$	(567,927	)	$	(3,146,300	)	$	(3,714,227	)
Total stockholders’ equity (deficit)	$	5,000,010		$	(8,713,900	)	$	(3,713,890	)
Number of shares subject to redemption		12,133,696			867,856			13,001,552
Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the year ended ended December 31, 2019 (audited)
Sale of 13,001,552 Units, net of underwriting discount and offering expenses	$	126,622,527		$	(126,622,527	)	$	—
Initial value of common stock subject to redemption at IPO	$	(123,705,148	)	$	123,705,148		$	—
Accretion for common stock to redemption amount	$	—		$	(3,574,835	)	$	(3,574,835	)
Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the three months ended March 31, 2020 (unaudited)
Change in value of common stock subject to redemption	$	(376,321	)	$	376,321		$	—
Accretion for common stock to redemption amount	$	—		$	(336,906	)	$	(336,906	)
Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the three months ended June 30, 2020 (unaudited)
Change in value of common stock subject to redemption	$	98,960		$	(98,960	)	$	—
Accretion for common stock to redemption amount	$	—		$	(1,721	)	$	(1,721	)
Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the three months ended September 30, 2020 (unaudited)
Change in value of common stock subject to redemption	$	283,822		$	(283,822	)	$	—
Accretion for common stock to redemption amount	$	—		$	7,967		$	7,967
Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the year ended December 31, 2020 (unaudited)
Change in value of common stock subject to redemption	$	1,867,628		$	(1,867,628	)	$	—
Accretion for common stock to redemption amount	$	—		$	(347,597	)	$	(347,597	)
Statement of Cash Flows for the Period from June 20, 2019 (inception) to December 31, 2019 (audited)
Initial classification of Class A common stock subject to possible redemption	$	122,378,428		$	7,637,092		$	130,015,520
Change in value of Class A common stock subject to possible redemption	$	1,326,720		$	(1,144,878	)	$	181,842
Statement of Cash Flows for the three months ended March 31, 2020 (unaudited)
Change in value of Class A common stock subject to possible redemption	$	376,321		$	(39,415	)	$	336,906
Statement of Cash Flows for the six months ended June 30, 2020 (unaudited)
Change in value of Class A common stock subject to possible redemption	$	277,361		$	61,266		$	338,627
Statement of Cash Flows for the nine months ended September 30, 2020 (unaudited)
Change in value of Class A common stock subject to possible redemption	$	(6,461	)	$	337,121		$	330,660
Statement of Cash Flows for the period ended December 31, 2020 (audited)
Change in value of Class A common stock subject to possible redemption	$	(1,874,089	)	$	2,221,686		$	347,597

Statement of Operations for the period from June 20, 2019 (inception) to December 31, 2019 (audited)	As Previously Reported in Form 10-K Amendment 1			Adjustment			As Restated in Form 10-K Amendment 2
Weighted average shares outstanding, Common Stock subject to possible redemption		12,128,362		$	(7,617,397	)	$	4,510,965
Basic and diluted net income per share, Common Stock subject to possible redemption	$	0.01		$	0.16		$	0.17
Weighted average shares outstanding, Common Stock		3,394,029			(246,439	)		3,147,590
Basic and diluted net income per share, Common Stock	$	0.33		$	(0.16	)	$	0.17
Statement of Operations for the three months ended March 31, 2020 (unaudited)
Weighted average shares outstanding, Common Stock subject to possible redemption		12,353,237		$	648,315		$	13,001,552
Basic and diluted net income per share, Common Stock subject to possible redemption	$	0.04		$	(0.02	)	$	0.02
Weighted average shares outstanding, Common Stock		4,018,703			(648,315	)		3,370,388
Basic and diluted net income (loss) per share, Common Stock	$	(0.04	)	$	0.06		$	0.02
Statement of Operations for the six months ended June 30, 2020 (unaudited)
Weighted average shares outstanding, Common Stock subject to possible redemption		12,356,037		$	645,515		$	13,001,552
Basic and diluted net income per share, Common Stock subject to possible redemption	$	0.04		$	(0.02	)	$	0.02
Weighted average shares outstanding, Common Stock		4,015,904			(645,516	)		3,370,388
Basic and diluted net income (loss) per share, Common Stock	$	(0.06	)	$	0.08		$	0.02
Statement of Operations for the nine months ended September 30, 2020 (unaudited)
Weighted average shares outstanding, Common Stock subject to possible redemption		12,353,612		$	647,940		$	13,001,552
Basic and diluted net income (loss) per share, Common Stock subject to possible redemption	$	0.05		$	(0.05	)	$	—
Weighted average shares outstanding, Common Stock		4,018,328			(647,940	)		3,370,388
Basic and diluted net loss per share, Common Stock	$	(0.14	)	$	0.14		$	—
Statement of Operations for the year ended December 31, 2020 (audited)
Weighted average shares outstanding, Common Stock subject to possible redemption		12,345,490		$	656,062		$	13,001,552
Basic and diluted net income per share, Common Stock subject to possible redemption	$	0.05		$	(0.16	)	$	(0.11	)
Weighted average shares outstanding, Common Stock		4,026,450			(656,026	)		3,370,388
Basic and diluted net loss per share, Common Stock	$	(0.60	)	$	0.49		$	(0.11	)

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Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Schedule of basic and diluted net loss per common share

Gross proceeds	$	130,015,520
Less:
Common stock issuance costs	$	(3,392,993	)
Plus:
Accretion of carrying value to redemption value	$	3,574,835
Common stocks subject to possible redemption, December 31, 2019	$	130,197,362
Plus:
Accretion of carrying value to redemption value	$	347,597
Common stocks subject to possible redemption, December 31, 2020	$	130,544,959

Schedule of basic and diluted net loss per common share

	Year Ended December 31, 2020			For the Period from June 20, 2019 (Inception) Through December 31, 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	$	734,755		$	285,524
Unrealized gain (loss) on marketable securities held in Trust Account		1,919			219
Less: interest available to be withdrawn for payment of taxes		(179,355	)		(110,258	)
Net income attributable	$	557,319		$	175,485
Denominator: Weighted Average Common stock subject to possible redemption
Basic and diluted weighted average shares outstanding		12,345,490			12,128,362
Basic and diluted net income per share	$	0.05		$	0.01
Non-Redeemable Common Stock
Numerator: Net (Loss) Income minus Net Earnings
Net (loss) income	$	(1,874,080	)	$	1,306,153
Net income allocable to Common stock subject to possible redemption		(557,319	)		(175,485	)
Non-Redeemable Net (Loss) Income	$	(2,431,399	)	$	1,130,668	)
Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		4,026,450			3,394,029
Basic and diluted net (loss) income per share, Non-redeemable common stock	$	(0.60	)	$	0.33

	Year Ended December 31, 2020			For the Period from June 20, 2019 (Inception) Through December 31, 2019
Allocation of net loss, common stock subject to redemption	$	(1,488,275	)		769,337
Weighted average shares outstanding, common stock subject to possible redemption		13,001,552			4,510,965
Basic and diluted net income (loss) per share, common stock subject to possible redemption	$	(0.11	)	$	0.17
Allocation of net loss, common stock	$	(385,805	)	$	539,816
Weighted average shares outstanding, common stock		3,370,388			3,147,590
Basic and diluted net income (loss) per share, common stock	$	(0.11	)		0.17

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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	$	(432	)		(48	)
Total deferred tax liability		(432	)		(48	)
Valuation Allowance		—			—
Deferred tax liability	$	(432	)	$	(48	)

Schedule of income tax provision

	December 31,		December 31,
	2020		2019
Federal
Current	$	26,728	$	26,934
Deferred		384		48
State and Local
Current		—		—
Deferred		—		—
Change in valuation allowance		—		—
Income tax provision	$	27,112	$	26,982

Schedule of federal income 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	%
Transaction costs allocable to warrant liability		0.0	%		0.3	%
Change in fair value of warrant liability		(22.5	)%		(19.3	)%
Valuation allowance		(0.0	)%		0.00	%
Income tax provision		(1.5	)%		2.0	%

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Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Schedule of assets are measured at fair value on a recurring basis

Description	Level		December 31, 2020		December 31, 2019
Assets:
Cash and marketable securities held in Trust Account		1	$	130,681,047	$	130,311,535
Liabilities:
Warrant Liability – Private Warrants		3		3,950,311		1,975,155

Schedule of quantitative information regarding Level 3 fair value measurements

	December 31, 2020			December 31, 2019
Exercise price	$	11.50		$	11.50
Stock price	$	10.20		$	9.74
Volatility		17.2	%		9.1	%
Term		5.00			5.00
Risk-free rate		0.29	%		1.70	%
Dividend yield		0.0	%		0.0	%

Schedule of changes in fair value of warrant liabilities

	Private Placement
Fair value as of June 20, 2019 (inception)	$	—
Initial measurement on November 7, 2019 (Initial Public Offering, including over-allotment)		3,199,752
Change in fair value		(1,224,597	)
Fair value as of December 31, 2019		1,975,155
Change in fair value		1,975,156
Fair value as of December 31, 2020	$	3,950,311

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Description of Organization and Business Operations (Details) - USD ($)			12 Months Ended
	Nov. 13, 2019	Nov. 07, 2019	Dec. 31, 2020	Dec. 31, 2018
Description of Organization and Business Operations (Details) [Line Items]
Generating gross proceeds				$ 130,015,520
Stock price (in Dollars per share)		$ 10.00	$ 10.00
Transaction costs			$ 3,412,939
Other offering costs			$ 812,628
Aggregate fair market value, percentage			80.00%
Business combination owns or acquires, percentage			50.00%
Tax obligations			$ 250,000
Business combination net tangible assets			$ 5,000,001
Public share, percentage			100.00%
IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of IPO consumed (in Shares)		12,000,000
Generating gross proceeds		$ 120,000,000
Net proceeds sales of units		$ 120,000,000
Sale of additional stock issued (in Shares)	13,001,552
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of IPO consumed (in Shares)	200,311		3,750,000
Stock price (in Dollars per share)	$ 1.00		$ 1.00
Gross proceeds from investors			$ 3,750,000
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Stock price (in Dollars per share)	$ 10.00
Sale of additional stock issued (in Shares)	1,001,552
Gross proceeds from sale of stock	$ 10,215,831
Trust Account [Member]
Description of Organization and Business Operations (Details) [Line Items]
Stock price (in Dollars per share)			$ 10.00
Net proceeds sales of units	10,015,520
Gross proceeds from sale of stock	$ 130,015,520
Underwriting Fees [Member]
Description of Organization and Business Operations (Details) [Line Items]
Transaction costs			$ 2,600,311

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Restatement of Previously Issued Financial Statements (Details)	12 Months Ended
	Dec. 31, 2020 USD ($) $ / shares
Restatement Of Previously Issued Financial Statements [Abstract]
Redemption value per share | $ / shares	$ 10.00
Net tangible assets | $	$ 5,000,001

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Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on the Company’s financial statements amendment 1 - Amendment 1 [Member] - USD ($)	3 Months Ended	6 Months Ended		9 Months Ended	12 Months Ended
	Mar. 31, 2020	Jun. 30, 2020	Dec. 31, 2019	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Nov. 07, 2019
As Previously Reported in Form 10-K [Member]
Condensed Financial Statements, Captions [Line Items]
Warrant Liability
Common Stock Subject to Possible Redemption	126,056,624	125,957,664	125,680,303	125,871,358	125,781,370	125,680,303	115,562,660
Common Stock	382	383	382	383	384	382	401
Additional Paid-in Capital	4,521,796	4,620,755	4,898,117	4,707,061	4,797,048	4,898,117	5,000,221
Retained Earnings (Accumulated Deficit)	$ 477,832	$ 378,866	101,502	292,558	202,578	101,502	(621)
Change in fair value of warrant liability
Transaction costs allocable to warrant liability
Net income (loss)			$ 101,502	$ 191,056	$ 101,076
Weighted average shares outstanding, Common Stock subject to possible redemption (in Shares)	12,550,477	12,553,036	12,446,534	12,550,512	12,547,286
Basic and diluted net income per share, Common Stock subject to possible redemption (in Dollars per share)	$ 0.04	$ 0.04	$ 0.01	$ 0.05	$ 0.05
Weighted average shares outstanding, Common Stock (in Shares)	3,821,463	3,818,918	3,305,465	3,821,429	3,824,645
Basic and diluted net loss per share, Common Stock (in Dollars per share)	$ (0.04)	$ (0.07)	$ 0.03	$ (0.10)	$ (0.12)
Net income (loss)				$ 191,056	$ 101,076	101,502
Change in fair value of warrant liability
Transaction costs associated with Initial Public Offering
Initial classification of Common Stock subject to possible redemption						125,578,180
Change in value of Common Stock subject to possible redemption				191,055	101,067	102,123
Adjustments [Member]
Condensed Financial Statements, Captions [Line Items]
Warrant Liability	$ 1,975,155	$ 1,975,155	$ 1,975,155	2,172,671	3,950,311	1,975,155	3,037,500
Common Stock Subject to Possible Redemption	(1,975,155)	(1,975,155)	(1,975,155)	(2,172,671)	(3,950,311)	(1,975,155)	(3,037,500)
Common Stock	20	20	20	22	40	20	31
Additional Paid-in Capital	(1,204,671)	(1,204,671)	(1,204,671)	(1,007,157)	770,465	(1,204,671)	19,915
Retained Earnings (Accumulated Deficit)	$ 1,204,651	$ 1,204,651	1,204,651	1,007,135	(770,505)	1,204,651	(19,946)
Change in fair value of warrant liability			1,224,597	(197,516)	(1,975,156)
Transaction costs allocable to warrant liability			(19,946)
Net income (loss)			$ 1,204,651	$ (197,516)	$ (1,975,156)
Weighted average shares outstanding, Common Stock subject to possible redemption (in Shares)	(197,240)	(196,999)	(318,172)	(196,900)	(201,796)
Basic and diluted net income per share, Common Stock subject to possible redemption (in Dollars per share)
Weighted average shares outstanding, Common Stock (in Shares)	197,240	196,986	88,564	196,899	201,805
Basic and diluted net loss per share, Common Stock (in Dollars per share)		$ 0.01	$ 0.30	$ (0.04)	$ (0.48)
Net income (loss)				$ (197,516)	$ (1,975,156)	1,204,651
Change in fair value of warrant liability				197,516	1,975,156	(1,224,597)
Transaction costs associated with Initial Public Offering						19,946
Initial classification of Common Stock subject to possible redemption						(3,199,752)
Change in value of Common Stock subject to possible redemption				(197,516)	(1,975,156)	1,224,597
As Restated in Form 10-K Amendment 1 [Member]
Condensed Financial Statements, Captions [Line Items]
Warrant Liability	$ 1,975,155	$ 1,975,155	$ 1,975,155	2,172,671	3,950,311	1,975,155	3,037,500
Common Stock Subject to Possible Redemption	124,081,469	123,982,509	123,705,148	123,698,687	121,831,059	123,705,148	112,525,160
Common Stock	402	403	402	405	424	402	432
Additional Paid-in Capital	3,317,125	3,416,084	3,693,446	3,699,904	5,567,513	3,693,446	5,020,136
Retained Earnings (Accumulated Deficit)	$ 1,682,483	$ 1,583,517	1,306,153	1,299,693	(567,927)	1,306,153	$ (20,567)
Change in fair value of warrant liability			1,224,597	197,516	(1,975,156)
Transaction costs allocable to warrant liability			(19,946)
Net income (loss)			$ 1,306,153	$ (6,460)	$ (1,874,080)
Weighted average shares outstanding, Common Stock subject to possible redemption (in Shares)	12,353,237	12,356,037	12,128,362	12,353,612	12,345,490
Basic and diluted net income per share, Common Stock subject to possible redemption (in Dollars per share)	$ 0.04	$ 0.04	$ 0.01	$ 0.05	$ 0.05
Weighted average shares outstanding, Common Stock (in Shares)	4,018,703	4,015,904	3,394,029	4,018,328	4,026,450
Basic and diluted net loss per share, Common Stock (in Dollars per share)	$ (0.04)	$ (0.06)	$ 0.33	$ (0.14)	$ (0.60)
Net income (loss)				$ (6,460)	$ (1,874,080)	1,306,153
Change in fair value of warrant liability				197,516	1,975,156	(1,224,597)
Transaction costs associated with Initial Public Offering						19,946
Initial classification of Common Stock subject to possible redemption						122,378,428
Change in value of Common Stock subject to possible redemption				$ (6,461)	$ (1,874,089)	$ 1,326,720

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Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on the Company’s financial statements amendment 2 - Amendment 2 [Member] - USD ($)	3 Months Ended			6 Months Ended		9 Months Ended	12 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2020	Dec. 31, 2019	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Nov. 07, 2019
As Previously Reported in Form 10-K Amendment 1 [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on the Company’s financial statements amendment 2 [Line Items]
Common stock subject to possible redemption	$ 123,698,687	$ 123,982,509	$ 124,081,469	$ 123,982,509	$ 123,705,148	$ 123,698,687	$ 121,831,059	$ 123,705,148	$ 112,525,160
Common stock	405	403	402	403	402	405	424	402	432
Additional paid-in capital	3,699,904	3,416,084	3,317,125	3,416,084	3,693,446	3,699,904	5,567,513	3,693,446	5,020,136
Accumulated deficit	1,299,693	1,583,517	1,682,483	1,583,517	1,306,153	1,299,693	(567,927)	1,306,153	(20,567)
Total stockholders’ equity (deficit)	$ 5,000,002	$ 5,000,004	$ 5,000,010	$ 5,000,004	$ 5,000,001	$ 5,000,002	$ 5,000,010	$ 5,000,001	$ 5,000,001
Number of shares subject to redemption (in Shares)	12,321,300	12,348,817	12,358,836	12,348,817	12,353,237	12,321,300	12,133,696	12,353,237	11,252,516
Sale of 13,001,552 Units, net of underwriting discount and offering expenses								$ 126,622,527
Initial value of common stock subject to redemption at IPO								(123,705,148)
Accretion for common stock to redemption amount
Initial classification of Class A common stock subject to possible redemption					$ 122,378,428
Change in value of Class A common stock subject to possible redemption			$ 376,321	$ 277,361	$ 1,326,720	$ (6,461)	$ (1,874,089)
Weighted average shares outstanding, Common Stock subject to possible redemption (in Shares)			12,353,237	12,356,037	12,128,362	12,353,612	12,345,490
Basic and diluted net income (loss) per share, Common Stock subject to possible redemption (in Dollars per share)			$ 0.04	$ 0.04	$ 0.01	$ 0.05	$ 0.05
Weighted average shares outstanding, Common Stock (in Shares)			4,018,703	4,015,904	3,394,029	4,018,328	4,026,450
Basic and diluted net income (loss) per share, Common Stock (in Dollars per share)			$ (0.04)	$ (0.06)	$ 0.33	$ (0.14)	$ (0.60)
Change in value of common stock subject to redemption	283,822	98,960	$ (376,321)				$ 1,867,628
Revision of Prior Period, Adjustment [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on the Company’s financial statements amendment 2 [Line Items]
Common stock subject to possible redemption	6,829,335	6,553,480	6,452,799	$ 6,553,480	$ 6,492,214	$ 6,829,335	8,713,900	6,492,214	$ 7,474,840
Common stock	(68)	(66)	(65)	(66)	(65)	(68)	(87)	(65)	(75)
Additional paid-in capital	(3,699,904)	(3,416,084)	(3,317,125)	(3,416,084)	(3,693,446)	(3,699,904)	(5,567,513)	(3,693,446)	(5,020,136)
Accumulated deficit	(3,129,363)	(3,137,330)	(3,135,609)	(3,137,330)	(2,798,703)	(3,129,363)	(3,146,300)	(2,798,703)	(2,454,629)
Total stockholders’ equity (deficit)	$ (6,829,335)	$ (6,553,480)	$ (6,452,799)	$ (6,553,480)	$ (6,492,214)	$ (6,829,335)	$ (8,713,900)	$ (6,492,214)	$ (7,474,840)
Number of shares subject to redemption (in Shares)	680,252	652,735	642,716	652,735	648,315	680,252	867,856	648,315	747,484
Sale of 13,001,552 Units, net of underwriting discount and offering expenses								$ (126,622,527)
Initial value of common stock subject to redemption at IPO								123,705,148
Accretion for common stock to redemption amount	$ 7,967	$ (1,721)	$ (336,906)				$ (347,597)	(3,574,835)
Initial classification of Class A common stock subject to possible redemption					$ 7,637,092
Change in value of Class A common stock subject to possible redemption			$ (39,415)	$ 61,266	$ (1,144,878)	$ 337,121	$ 2,221,686
Weighted average shares outstanding, Common Stock subject to possible redemption (in Shares)			648,315	645,515	(7,617,397)	647,940	656,062
Basic and diluted net income (loss) per share, Common Stock subject to possible redemption (in Dollars per share)			$ (0.02)	$ (0.02)	$ 0.16	$ (0.05)	$ (0.16)
Weighted average shares outstanding, Common Stock (in Shares)			(648,315)	(645,516)	(246,439)	(647,940)	(656,026)
Basic and diluted net income (loss) per share, Common Stock (in Dollars per share)			$ 0.06	$ 0.08	$ (0.16)	$ 0.14	$ 0.49
Change in value of common stock subject to redemption	(283,822)	(98,960)	$ 376,321				$ (1,867,628)
As Restated in Form 10-K Amendment 2 [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on the Company’s financial statements amendment 2 [Line Items]
Common stock subject to possible redemption	130,528,022	130,535,989	130,534,268	$ 130,535,989	$ 130,197,362	$ 130,528,022	130,544,959	130,197,362	$ 120,000,000
Common stock	337	337	337	337	337	337	337	337	357
Additional paid-in capital
Accumulated deficit	(1,829,670)	(1,553,813)	(1,453,126)	(1,553,813)	(1,492,550)	(1,829,670)	(3,714,227)	(1,492,550)	(2,475,196)
Total stockholders’ equity (deficit)	$ (1,829,333)	$ (1,553,476)	$ (1,452,789)	$ (1,553,476)	$ (1,492,513)	$ (1,829,333)	$ (3,713,890)	$ (1,492,513)	$ (2,474,839)
Number of shares subject to redemption (in Shares)	13,001,552	13,001,552	13,001,552	13,001,552	13,001,552	13,001,552	13,001,552	13,001,552	12,000,000
Sale of 13,001,552 Units, net of underwriting discount and offering expenses
Initial value of common stock subject to redemption at IPO
Accretion for common stock to redemption amount	$ 7,967	$ (1,721)	$ (336,906)				$ (347,597)	$ (3,574,835)
Initial classification of Class A common stock subject to possible redemption					$ 130,015,520
Change in value of Class A common stock subject to possible redemption			$ 336,906	$ 338,627	$ 181,842	$ 330,660	$ 347,597
Weighted average shares outstanding, Common Stock subject to possible redemption (in Shares)			13,001,552	13,001,552	4,510,965	13,001,552	13,001,552
Basic and diluted net income (loss) per share, Common Stock subject to possible redemption (in Dollars per share)			$ 0.02	$ 0.02	$ 0.17		$ (0.11)
Weighted average shares outstanding, Common Stock (in Shares)			3,370,388	3,370,388	3,147,590	3,370,388	3,370,388
Basic and diluted net income (loss) per share, Common Stock (in Dollars per share)			$ 0.02	$ 0.02	$ 0.17		$ (0.11)
Change in value of common stock subject to redemption

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Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on the Company’s financial statements amendment 2 (Parentheticals) - Amendment 2 [Member]	12 Months Ended
	Dec. 31, 2019 shares
As Previously Reported in Form 10-K Amendment 1 [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on the Company’s financial statements amendment 2 (Parentheticals) [Line Items]
Sale of Units	13,001,552
Revision of Prior Period, Adjustment [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on the Company’s financial statements amendment 2 (Parentheticals) [Line Items]
Sale of Units	13,001,552
As Restated in Form 10-K Amendment 2 [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on the Company’s financial statements amendment 2 (Parentheticals) [Line Items]
Sale of Units	13,001,552

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Summary of Significant Accounting Policies (Details)	12 Months Ended
	Dec. 31, 2020 USD ($) shares
Accounting Policies [Abstract]
Interest earned on the trust account	$ 419,894
Common stock issuance costs	3,392,993
Offering costs	$ 19,946
Purchase an aggregate of shares (in Shares) | shares	10,451,087
Shares of common stock (in Shares) | shares	10,451,087
Federal depository insurance coverage	$ 250,000

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Summary of Significant Accounting Policies (Details) - Schedule of common stock subject to possible redemption - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2020
Schedule of common stock subject to possible redemption [Abstract]
Gross proceeds		$ 130,015,520
Less:
Common stock issuance costs		(3,392,993)
Plus:
Accretion of carrying value to redemption value	$ 347,597	$ 3,574,835
Common stocks subject to possible redemption	$ 130,197,362		$ 130,544,959

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Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Numerator: Earnings allocable to Common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$ 285,524	$ 734,755
Unrealized gain (loss) on marketable securities held in Trust Account	219	1,919
Less: interest available to be withdrawn for payment of taxes	(110,258)	(179,355)
Net income attributable	$ 175,485	$ 557,319
Denominator: Weighted Average Common stock subject to possible redemption
Basic and diluted weighted average shares outstanding (in Shares)	12,128,362	12,345,490
Basic and diluted net income per share (in Dollars per share)	$ 0.01	$ 0.05
Numerator: Net (Loss) Income minus Net Earnings
Net (loss) income	$ 1,306,153	$ (1,874,080)
Net income allocable to Common stock subject to possible redemption	(175,485)	(557,319)
Non-Redeemable Net (Loss) Income	$ 1,130,668	$ (2,431,399)
Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares)	3,394,029	4,026,450
Basic and diluted net (loss) income per share, Non-redeemable common stock (in Shares)	0.33	(0.60)
Allocation of net loss, common stock subject to redemption	$ 769,337	$ (1,488,275)
Weighted average shares outstanding, common stock subject to possible redemption (in Shares)	4,510,965	13,001,552
Basic and diluted net income (loss) per share, common stock subject to possible redemption (in Dollars per share)	$ 0.17	$ (0.11)
Allocation of net loss, common stock	$ 539,816	$ (385,805)
Weighted average shares outstanding, common stock (in Shares)	3,147,590	3,370,388
Basic and diluted net income (loss) per share, common stock (in Shares)	0.17	(0.11)

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Initial Public Offering (Details) - $ / shares		12 Months Ended
	Nov. 13, 2019	Dec. 31, 2020
Initial Public Offering (Details) [Line Items]
Sale of units price per share		$ 1.00
Conversion of stock, description		Each Unit consists of one share of common stock and one-half of one warrant (“Public Warrant”).
IPO [Member]
Initial Public Offering (Details) [Line Items]
Sale of units	13,001,552
Sale of units price per share	$ 10.00
Common stock price per share		$ 11.50
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sale of units	1,001,552

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Private Placement (Details) - USD ($)		12 Months Ended
	Nov. 13, 2019	Dec. 31, 2020
Private Placement [Member]
Private Placement (Details) [Line Items]
Additional aggregate of private warrants	200,311	3,750,000
Price per warrant	$ 1.00	$ 1.00
Aggregate purchase price		$ 3,750,000
Generating gross proceeds	$ 200,311
Private warrant description		Each whole Private Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share.
Private Placement Warrants [Member]
Private Placement (Details) [Line Items]
Initial fair value per share		$ 0.81
Initial fair value		$ 3,199,752
Purchase price per share		$ 1.00
Additional paid-in capital		$ 750,559

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Related Party Transactions (Details) - USD ($)		1 Months Ended	6 Months Ended	12 Months Ended
	Nov. 04, 2019	Aug. 31, 2019	Dec. 31, 2019	Dec. 31, 2020	Nov. 14, 2020	Nov. 13, 2019	Aug. 06, 2019
Related Party Transactions (Details) [Line Items]
Purchased shares (in Shares)		2,875,000
Aggregate price		$ 25,000	$ 25,000
Stock dividend (in Dollars per share)	$ 0.2
Shares subject to forfeiture (in Shares)				199,612
Administrative support agreement, description				The Company entered into an agreement on November 4, 2019, as amended on November 26, 2019, whereby, commencing on November 4, 2019 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will pay Merida Manager III LLC a total of $5,000 per month for office space, utilities and secretarial and administrative support. For the year ended December 31, 2020 and for the period from June 20, 2019 (inception) through December 31, 2019, the Company incurred $50,000 and $20,000, in fees for these services, of which $5,000 and $20,000 was included in accounts payable and accrued expenses in the accompanying balance sheets, respectively.
Outstanding advances amounting repaid					$ 162,500
Additional private warrants			3,950,311	$ 41,458
Outstanding and due on demand			$ 16,458	$ 16,458
Principal amount							$ 100,569
Promissory note, description				The Promissory Note was non-interest bearing and payable on the earlier of (i) September 30, 2020, (ii) the consummation of the IPO or (iii) the date on which the Company determined not to proceed with the IPO. As of December 31, 2019, the Company repaid $100,230 of amounts owed under the Promissory Note and $339 remained outstanding under the Promissory Note at December 31, 2020 and 2019.
Working capital loans				$ 1,500,000
Price of per warrant (in Dollars per share)				$ 1.00
Business Combination [Member]
Related Party Transactions (Details) [Line Items]
Business combination, description				The Sponsor has 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.
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Aggregate of founder shares (in Shares)	3,450,000
Over-Allotment Option [Member] | Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Shares subject to forfeiture, description				The underwriters’ remaining over-allotment option expired unexercised and, as a result, 199,612 Founder Shares were forfeited and 250,388 Founder Shares are no longer subject to forfeiture, resulting in an aggregate of 3,250,388 Founder Share shares outstanding as of December 31, 2019.
IPO [Member]
Related Party Transactions (Details) [Line Items]
Aggregate of cover expenses				$ 162,500
Price of per warrant (in Dollars per share)						$ 10.00

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Commitments (Details)	12 Months Ended
	Dec. 31, 2020 USD ($)
Commitments (Details) [Line Items]
Gross proceeds, percentage	3.50%
Underwriters Agreement [Member]
Commitments (Details) [Line Items]
BusinessAcquisitionDescriptionOfAcquiredEntities	The Company granted the underwriters a 45-day to purchase up to 1,800,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On November 13, 2019, the underwriters partially exercised their over-allotment option to purchase an additional 1,001,552 Units at $10.00 per Unit, leaving 798,448 Units available for a purchase price of $10.00 per Unit.
Aggregate amount of purchased value (in Dollars)	$ 4,550,543
FINRA [Member]
Commitments (Details) [Line Items]
Gross proceeds, percentage	30.00%

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Stockholders' Equity (Details) - USD ($)	1 Months Ended
	Aug. 31, 2019	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		50,000,000	50,000,000
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock, shares issued		3,370,388	3,370,388
Common stock, shares outstanding		3,370,388	3,370,388
Common stock subject to possible redemption, shares		13,001,552
Sponsor [Member]
Stockholders' Equity (Details) [Line Items]
Price of the founder shares (in Dollars)	$ 910
Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized		50,000,000
Common stock, par value (in Dollars per share)		$ 0.0001
Common stock, shares issued		3,370,388
Early Bird Capital [Member]
Stockholders' Equity (Details) [Line Items]
Representative shares	120,000

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Warrants (Details)	12 Months Ended
	Dec. 31, 2020 $ / shares
Warrants [Abstract]
Public warrants expire term	5 years
Description of warrants	Once the 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 commencing after the warrants become exercisable and 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.
Busniess combination issued price	$ 9.20
Aggregate gross proceeds, percentage	60.00%
Market value per share	$ 9.20
Market value, percentage	115.00%

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Income Tax (Details) - Schedule of net deferred tax liability - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Schedule of net deferred tax liability [Abstract]
Unrealized gain on marketable securities	$ (432)	$ (48)
Total deferred tax liability	(432)	(48)
Valuation Allowance
Deferred tax liability	$ (432)	$ (48)

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Income Tax (Details) - Schedule of income tax provision - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Federal
Current	$ 26,728	$ 26,934
Deferred	384	48
State and Local
Current
Deferred
Change in valuation allowance
Income tax provision	$ 27,112	$ 26,982

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Income Tax (Details) - Schedule of federal income tax rate	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Schedule of federal income tax rate [Abstract]
Statutory federal income tax rate	21.00%	21.00%
State taxes, net of federal tax benefit	0.00%	0.00%
Transaction costs allocable to warrant liability	0.00%	0.30%
Change in fair value of warrant liability	(22.50%)	(19.30%)
Valuation allowance	0.00%	0.00%
Income tax provision	(1.50%)	2.00%

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Fair Value Measurements (Details) - Schedule of assets are measured at fair value on a recurring basis - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Level 1 [Member]
Fair Value Measurements (Details) - Schedule of assets are measured at fair value on a recurring basis [Line Items]
Cash and marketable securities held in Trust Account	$ 130,681,047	$ 130,311,535
Level 3 [Member]
Fair Value Measurements (Details) - Schedule of assets are measured at fair value on a recurring basis [Line Items]
Warrant Liability – Private Warrants	$ 3,950,311	$ 1,975,155

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Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Schedule of quantitative information regarding Level 3 fair value measurements [Abstract]
Exercise price (in Dollars per share)	$ 11.50	$ 11.50
Stock price (in Dollars per share)	$ 10.20	$ 9.74
Volatility	17.20%	9.10%
Term	5 years	5 years
Risk-free rate	0.29%	1.70%
Dividend yield	0.00%	0.00%

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Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Schedule of changes in fair value of warrant liabilities [Abstract]
Fair value		$ 1,975,155
Initial measurement on November 7, 2019 (Initial Public Offering, including over-allotment)	3,199,752
Change in fair value	(1,224,597)	1,975,156
Fair value	$ 1,975,155	$ 3,950,311

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Subsequent Events (Details) - USD ($)		1 Months Ended	12 Months Ended
	Oct. 13, 2021	Nov. 23, 2021	Dec. 31, 2020	Jun. 25, 2021
Subsequent Events (Details) [Line Items]
Working capital loans				$ 400,000
Working capital loan outstanding		$ 400,000
Common stock exercised (in Shares)			1,389,867
Cash			$ 13,900,000
Merger agreement, description			Pursuant to the Merger Agreement, the aggregate value of the consideration (prior to giving effect to the earnout consideration described below) to be paid to Leafly’s securityholders is $385 million, as follows: (a) each share of Class 1 common stock of Leafly, par value $0.0001 per share, each share of Class 2 common stock of Leafly, par value $0.0001 per share, and each share of Class 3 common stock of Leafly, par value $0.0001 per share (collectively, the “Leafly Common Stock”), issued and outstanding immediately prior to the First Merger (including shares of Leafly Common Stock issued upon the conversion of the Notes) will be converted into the right to receive a number of shares of common stock of Merida, par value $0.0001 per share (“Merida Common Stock”) equal to the Exchange Ratio (as defined below), and (b) each share of Leafly Series A preferred stock, par value $0.0001 per share (“Leafly Preferred Stock”), issued and outstanding immediately prior to the First Merger will be converted into the right to receive a number of shares of Merida Common Stock equal to the Exchange Ratio multiplied by the number of shares of Leafly Common Stock issuable upon conversion of such shares of Leafly Preferred Stock. The “Exchange Ratio” is the quotient of (i) 38,500,000 shares of Merida Common Stock, divided by (ii) the adjusted fully diluted shares of Leafly Common Stock outstanding immediately prior to the completion of the First Merger (taking into account the number of shares of Leafly Common Stock issuable upon the conversion of the Leafly Preferred Stock and Notes and upon exercise of outstanding stock options of Leafly, assuming for the purposes of this definition that all such Company Stock Options are fully vested and exercised on a net exercise basis. Each option of Leafly that is outstanding immediately prior to the Closing will automatically convert to an option to acquire an adjusted number of shares of Merida Common Stock at an adjusted exercise price, in each case, pursuant to the terms of the Merger Agreement.
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Promissory note, description	the Company issued an unsecured promissory note in the amount of $400,000 to the Sponsor (the “Promissory Note”), pursuant to which the Company borrowed an aggregate principal amount of $400,000 under the Promissory Note. The Promissory Note is non-interest bearing and payable prior to the consummation of a business combination. As of November 23, 2021, there is $400,000 outstanding under the Promissory Note.