0001104659-21-071488 | 10-Q | XBRL Viewer | Roman Dbdr Tech Acquisition Corp

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2021	May 24, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2021
Entity Registrant Name	Roman DBDR Tech Acquisition Corp.
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001823144
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Amendment Flag	false
Class A common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		23,156,000
Trading Symbol	DBDR
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,789,000
Units
Document Information [Line Items]
Trading Symbol	DBDRU
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant
Security Exchange Name	NASDAQ
Redeemable Warrants
Document Information [Line Items]
Trading Symbol	DBDRW
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Security Exchange Name	NASDAQ

CONDENSED BALANCE SHEET - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets
Cash	$ 414,305	$ 603,615
Prepaid expenses	416,706	434,689
Total Current Assets	831,011	1,038,304
Cash and marketable securities held in Trust Account	236,280,800	236,215,089
TOTAL ASSETS	237,111,811	237,253,393
Current liabilities
Accounts payable and accrued expenses	1,336,414	98,112
Total Current Liabilities	1,336,414	98,112
Deferred underwriting fee payable	8,104,600	8,104,600
TOTAL LIABILITIES	26,585,092	35,657,874
Commitments and Contingencies
Stockholder's Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding	0	0
Additional paid-in capital	1,408,601	10,339,715
Retained earnings (accumulated deficit)	3,590,522	(5,340,678)
Total Stockholders' Equity	5,000,003	5,000,005
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	237,111,811	237,253,393
Class A common stock subject to possible redemption
Current liabilities
Class A common stock subject to possible redemption 20,149,678 and 19,274,070 shares at redemption value at March 31, 2021 and December 31, 2020, respectively	205,526,716	196,595,514
Class A common stock not subject to possible redemption
Stockholder's Equity
Common stock	301	389
Class B common stock
Stockholder's Equity
Common stock	579	579
Private Placement Warrants
Current liabilities
Derivative Liability	8,344,798	13,330,002
Public Warrants
Current liabilities
Derivative Liability	$ 8,799,290	$ 14,125,160

CONDENSED BALANCE SHEET (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	3,006,322	3,881,930
Common stock, shares outstanding	3,006,322	3,881,930
Class A common stock subject to possible redemption
Shares subject to possible redemption	20,149,678	19,274,070
Class A common stock not subject to possible redemption
Common stock, shares issued	3,006,322	3,881,930
Common stock, shares outstanding	3,006,322	3,881,930
Class B common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	5,789,000	5,789,000
Common stock, shares outstanding	5,789,000	5,789,000

CONDENSED STATEMENT OF OPERATIONS	3 Months Ended
CONDENSED STATEMENT OF OPERATIONS	Mar. 31, 2021 USD ($) $ / shares shares
Operating and formation costs	$ 1,445,595
Loss from operations	(1,445,595)
Other income:
Interest earned on marketable securities held in Trust Account	41,257
Unrealized gain on marketable securities held in Trust Account	24,454
Other income	10,376,795
Income before (provision for) benefit from income taxes	8,931,200
Net income	$ 8,931,200
Basic and diluted weighted average shares outstanding, Common stock \| shares	9,670,930
Basic and diluted net income per common share \| $ / shares	$ 0.92
Class A common stock subject to possible redemption
Other income:
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption \| shares	20,149,678
Basic and diluted net income per share, Common stock subject to possible redemption \| $ / shares	$ 0.44
Basic and diluted weighted average shares outstanding, Common stock \| shares	20,149,678
Basic and diluted net income per common share \| $ / shares	$ 0.00
Private Placement Warrants
Other income:
Change in fair value of Derivative Liability	$ 4,985,204
Public Warrants
Other income:
Change in fair value of Derivative Liability	$ 5,325,880

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY - 3 months ended Mar. 31, 2021 - USD ($)	Class A common stock Common Stock	Class B common stock Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020	$ 389	$ 579	$ 10,339,715	$ (5,340,678)	$ 5,000,005
Balance at the beginning (in shares) at Dec. 31, 2020	3,881,930	5,789,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Change in value of Class A common stock subject to possible redemption	$ (88)		(8,931,114)		(8,931,202)
Change in value of Class A common stock subject to possible redemption (in shares)	(875,608)
Net income	$ 0	$ 0	0	8,931,200	8,931,200
Balance at the end at Mar. 31, 2021	$ 301	$ 579	$ 1,408,601	$ 3,590,522	$ 5,000,003
Balance at the end (in shares) at Mar. 31, 2021	3,006,322	5,789,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121641772&loc=SL7669619-108580

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22595-107794

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121641772&loc=SL7669625-108580

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-URI http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=121586364&loc=d3e3602-108585

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22663-107794

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=75031198&loc=d3e14064-108612

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22583-107794

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121326447&loc=SL5780133-109256

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22658-107794

+ Details

- Definition

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

+ References + Details

CONDENSED STATEMENT OF CASH FLOWS	3 Months Ended
CONDENSED STATEMENT OF CASH FLOWS	Mar. 31, 2021 USD ($)
Cash Flows from Operating Activities:
Net income	$ 8,931,200
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liability	(10,311,084)
Interest earned on marketable securities held in Trust Account	(41,257)
Unrealized (gain) on marketable securities held in Trust Account	(24,454)
Changes in operating assets and liabilities:
Prepaid expenses	17,983
Accounts payable and accrued expenses	1,238,302
Net cash (used in) operating activities	(189,310)
Net Change in Cash	(189,310)
Cash - Beginning of period	603,615
Cash - End of period	414,305
Non-Cash investing and financing activities:
Change in value of Class A common stock subject to possible redemption	$ 8,931,202

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	3 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Mar. 31, 2021
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Roman DBDR Tech Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on August 21, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2021, the Company had not yet commenced any operations. All activity for the period from August 21, 2020 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”). The registration statement for the Company’s Initial Public Offering was declared effective on November 5, 2020. On November 10, 2020, the Company consummated the Initial Public Offering of 22,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $220,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 10,375,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Roman DBDR Tech Sponsor, LLC (the “Sponsor”), generating gross proceeds of $10,375,000, which is described in Note 4. Following the closing of the Initial Public Offering on November 10, 2020, an amount of $224,400,000 ($10.20 per Unit) from the proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), to be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a‑7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. On November 12, 2020, the underwriters notified the Company of their intention to partially exercise their over-allotment option. As such, on November 17, 2020, the Company consummated the sale of an additional 1,156,000 Units, at $10.00 per Unit, and the sale of an additional 462,400 Private Placement Warrants, at $1.00 per Private Placement Warrant, generating total gross proceeds of $12,022,400. A total of $11,791,200 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $236,191,200. Transaction costs amounted to $13,206,613, consisting of $4,631,200 of underwriting fees, $8,104,600 of deferred underwriting fees and $470,813 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that, a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares without the Company’s prior written consent. The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Company’s Sponsor has agreed (a) to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Certificate of Incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. If the Company is unable to complete a Business Combination by May 10, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 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 us to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the amount initially deposited into the Trust Account ($10.20). The Sponsor has agreed that it will 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 entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure its stockholders that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity As of March 31, 2021, the Company had $414,302 in its operating bank accounts, $236,280,800 in marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem stock in connection therewith, and working capital of ($505,403), which excludes franchise and income taxes payable of $50,000, as such amounts may be paid from interest earned on the Trust Account. For the quarter ended March 31, 2021, interest income which is available to pay the Company’s tax obligations amounted to approximately $42,157. In May 2021, the Sponsor agreed to provide the Company up to $1,500,000 in loans. The loans, if issued, as well as any future loans that may be made by the Company’s officers and directors (or their affiliates), will be evidenced by notes and would either be repaid upon the consummation of a Business Combination or up to $1,500,000 of the notes may be converted into warrants at a price of $1.00 per warrant at the option of the lender. As of March 31, 2021, the Company had no outstanding balances under such promissory notes. The Company may raise additional capital through loans or additional investments from the Sponsor or its stockholders, officers, directors, or third parties. The Company’s officers and directors and the Sponsor may, but are not obligated to (except as described above), loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Based on the foregoing, the Company believes it will have sufficient cash to meet its needs through the earlier of consummation of a Business Combination or May 10, 2022. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10‑Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 29, 2021 and as amended on May 24, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for period ended December 31, 2021 or for any future periods.

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

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future 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 March 31, 2021 and December 31, 2020.

Marketable Securities Held in Trust Account

At March 31, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which are primarily invested in U.S. Treasury securities.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”) Class A common stock subject to possible 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 Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets.

Offering Costs

The company complies with the requirement of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. Offering costs consist of underwriting, legal, regulatory filing, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. The offering costs relate to the Class A Common Stock and Distributable Redeemable Warrants which comprised the Unit offered as part of the Initial Public Offering. Those costs were allocated on a relative fair value basis with the portion of the offering costs allocated to the Distributable Redeemable Warrants being charged to expense and the portion of the offering costs assigned to the Public Shares being allocated to stockholders’ equity upon the completion of the Initial Public Offering. Public Stockholders who properly redeem their Public Shares (as described in Note 1) in connection with the Initial Business Combination will not bear any of the offering costs. Total offering costs amounted to $13,206,613, which consists of $4,631,200 of upfront underwriting fees, $8,104,600 of deferred underwriting fees (further discussed in Note 6) and $470,813 of other offering costs, of which $714,710 was charged to expense and $12,491,903 was charged to Stockholders’ equity.

Warrant Liability

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Monte Carlo simulation approach (see Note 8).

Income Taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 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, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021. 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 the 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. Given the Company’s full valuation allowance position and capitalization of all costs, the CARES Act did not have an impact on the financial statements.

Net Loss Per Common Share

Net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement warrants to purchase an aggregate of 22,415,400 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 loss per share for common stock subject to possible redemption in a manner similar to the two-class method of loss per share. Net 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 in the Trust Account by the weighted average number of shares of common stock subject to possible redemption outstanding since original issuance.

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

Non-redeemable common stock includes Founder Shares (as defined below) 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 loss per common share (in dollars, except per share amounts):


	Three Months
	Ended
	March 31, 2021
Class A 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	$	41,257
Unrealized gain on marketable securities held in Trust Account		24,454
Less: interest available to be withdrawn for payment of taxes		(52,039)
Net Income allocable to Class A common stock subject to possible redemption	$	13,672
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding		20,149,678
Basic and diluted net income per share	$	0.00

Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net Income	$	8,931,200
Net income allocable to Class A common stock subject to possible redemption		13,672
Non-Redeemable Net Income	$	8,917,528
Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding, Non-Redeemable common stock,		9,670,930
Basic and diluted net income per share, Non-Redeemable	$	0.92

Concentration of Credit Risk

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

Fair Value of Financial Instruments

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

Recent Accounting Standards

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

STOCKHOLDER'S EQUITY

3 Months Ended

Mar. 31, 2021

STOCKHOLDER'S EQUITY

STOCKHOLDER'S EQUITY

NOTE 7. STOCKHOLDERS’ EQUITY

Preferred Stock — The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. At March 31, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.

Class A Common Stock— The Company is authorized to issue up to 200,000,000 shares of Class A, $0.0001 par value common stock. Holders of the Company’s Class A common stock are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were 3,006,322 and 3,881,930 shares of Class A common stock issued or outstanding, excluding 20,149,678 and 19,724,040 shares of Class A common stock subject to possible redemption, respectively.

Class B Common Stock — The Company is authorized to issue up to 20,000,000 shares of Class B, $0.0001 par value common stock. Holders of the Company’s Class B common stock are entitled to one vote for each share. As of March 31, 2021 and December 31, 2020, there were 5,789,000 shares of Class B common stock outstanding.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

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 consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the foregoing, if a registration statement covering the Class A common stock issuable upon exercise of the 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 of 1933, as amended, or 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.

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

in whole and not in part;

at a price of $0.01 per Public Warrant;

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

if, and only if, the reported last sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like).

If and when the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.

The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the Public 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. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. 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 respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A 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 or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (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 the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its 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 the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants will and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2021

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 8. FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC Topic 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.

At March 31, 2021, assets held in the Trust Account were comprised of $939 of cash and $236,214,150 of money market funds, which are primarily invested in U.S. Treasury securities. Company did not withdraw any interest income from the Trust Account.

At March 31, 2021, there were 11,578,000 Public Warrants and 10,837,400 Private Placement Warrants outstanding.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


		March 31,		December 31,
Description	Level	2021		2020
Assets:
Marketable securities held in Trust Account	1	$	236,280,800	$	236,215,089
Liabilities:
Warrant Liability - Public Warrants	1		8,799,280		14,125,160
Warrant Liability - Private Placement Warrants	3		8,344,798		13,330,002

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

Initial Measurement

The Company established the initial fair value for the Warrants on November 5, 2020, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model for the Private Placement Warrants and the Public Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B common stock, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption, Class A common stock and Class B common stock based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.

The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement (which includes valuation for the over-allotment exercise on November 17, 2020) and for subsequent measurement (Private Placement Warrants only):


	November 5,		December 31,		March 31, 2021
	2020 (Initial		2020 (Subsequent		(Subsequent
Input	Measurement)		Measurement)		Measurement)
Risk-free interest rate		0.36		0.37		0.92	%
Expected term (years)		5.00		5.05		5.00
Expected volatility		20.0		18.5		13.1	%
Exercise price	$	11.50	$	11.50	$	11.50
Fair value of Units	$	9.48	$	10.11	$	9.95

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity securities at March 31, 2021 are as follows:


	Fair Value measured as of March 31, 2021
	Level 1		Level 2		Level 3		Total
Cash and Marketable Securities Held in Trust	$	236,280,800	$	—	$	—	$	236,280,800
Warrant Derivative Liability:
Public Warrants	$	8,799,280	$	—	$	—	$	8,799,280
Private Placement Warrants		—		—		8,344,798		8,344,798
Total Warrant Derivative Liability	$	8,799,280	$	—	$	8,344,798	$	17,144,078


	Fair Value measured as of December 31, 2020
	Level 1		Level 2		Level 3		Total
Cash and Marketable Securities Held in Trust	$	236,214,150	$	—	$	—	$	236,214,150
Warrant Derivative Liability:
Public Warrants	$	14,125,160	$	—	$	—	$	14,125,160
Private Placement Warrants		—		—		13,330,002		13,330,002
Total Warrant Derivative Liability	$	14,125,160	$	—	$	13,330,002	$	27,455,162

There were no transfers into or out of Level 3 during the 3 months ended March 31, 2021.

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


	Private Placement		Public		Warrant Liabilities
Fair value as of August 21, 2020	$	—	$	—	$	—
Initial measurement on November 5, 2020		11,487,644		12,156,900		23,644,544
Change in valuation inputs or other assumptions		1,842,358		1,968,260		3,810,618
Fair value as of December 31, 2020	$	13,330,002	$	14,125,160	$	27,455,162
Change in valuation inputs or other assumptions		4,985,204		5,325,880		10,311,084
Fair value as of March 31, 2021	$	8,344,798	$	8,799,280	$	17,144,078

- Definition

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

+ References + Details

SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2021

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 9. SUBSEQUENT EVENTS

Merger Agreement

On April 19, 2021, Roman DBDR Tech Acquisition Corp, a Delaware corporation (the “Company”), entered into a merger agreement (the “Merger Agreement”) by and among the Company, Roman Parent Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Merger Sub”), CompoSecure Holdings, L.L.C., a Delaware limited liability company (“CompoSecure”), and LLR Equity Partners IV, L.P., a Delaware limited partnership (“Member Representative”).

The Merger Agreement provides, among other things, that on the terms and subject to the conditions set forth therein: (i) Merger Sub will merge with and into CompoSecure, with CompoSecure surviving as a wholly-owned subsidiary of the Company (the “Merger”); (ii) CompoSecure will amend and restate its limited liability company agreement (the “Second A&R LLCA”) to, among other things, permit the issuance and ownership of interests in CompoSecure as contemplated by the Merger Agreement; (iii) the holders of issued and outstanding equity of CompoSecure will receive a combination of cash consideration, certain newly-issued membership units of CompoSecure (each, a “CompoSecure Unit”) and shares of newly-issued Class B Common Stock of the Company (the “Class B Common Stock”), which will have no economic value, but will entitle the holder to one vote per issued share and will be issued on a one-for-one basis for each CompoSecure Unit retained by the holder following the Merger; (iv) the holders of outstanding options to purchase CompoSecure equity will receive a combination of cash consideration and options to purchase shares of Class A Common Stock of the Company (the “Class A Common Stock”), and (v) the Company will acquire certain newly-issued membership units of CompoSecure. The Second A&R LLCA, together with an Exchange Agreement to be entered into at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), will provide the holders of CompoSecure Units the right to exchange the CompoSecure Units, together with the cancellation of an equal number of shares of Class B Common Stock, for Class A Common Stock, subject to certain restrictions set forth therein.

Following the Closing, the combined company will be organized in an “Up-C” structure and the Company will control CompoSecure as the managing member of CompoSecure in accordance with the terms of the Second A&R LLCA. Upon the Closing, it is anticipated that the Company will change its name to “CompoSecure, Inc.”

The aggregate consideration to be paid to the holders of CompoSecure equity pursuant to the Merger Agreement is based on an equity value of CompoSecure of approximately $853 million and will consist of:

(i)

an amount of cash equal to (A) the amount of cash in the Company’s trust account established for the purpose of holding the net proceeds from its initial public offering and concurrent private placement of warrants (currently $236.2 million), net of any amounts paid to the Company’s shareholders that exercise their redemption rights in connection with the Merger (the “Remaining Trust Cash”), plus (B) the proceeds of the sale of $130 million of CompoSecure’s senior exchangeable notes and the sale of $45 million of the Company’s Class A Common Stock, each in private placements to be consummated at the Closing (together, the “PIPE Investments”, as described below), minus (C) certain transaction expenses; plus

(ii)

equity consideration valued at $10.00 per share in respect of the remaining portion of CompoSecure’s enterprise value after deducting the cash consideration in clause (i); plus

(iii)

the Earnout Consideration (as defined below), if payable.

The terms of the Merger provide for a pro forma combined company enterprise value of approximately $1.2 billion.

In addition to the consideration to be paid at Closing as described in (i) and (ii) above, CompoSecure equity holders will have the right to receive an aggregate of up to 7.5 million additional (i) shares of Class A Common Stock or (ii) CompoSecure Units (and a corresponding number of shares of Class B Common Stock), as applicable, in earn-out consideration based on the achievement of certain stock price thresholds (collectively, the “Earnout Consideration”).

Concurrent with Closing, the Company will enter into a tax receivable agreement (the “Tax Receivable Agreement”) with CompoSecure and holders of interests in CompoSecure. Pursuant to the Tax Receivable Agreement, the Company will be required to pay to participating holders of interests in CompoSecure 90% of the amount of savings, if any, in U.S. federal, state and local income tax that the Company actually realizes as a result of the utilization of certain tax attributes. In addition, concurrent with Closing, the Company will enter into a stockholders agreement with certain equityholders of the Company relating to the voting for directors of the Company and containing certain lock-up restrictions, as well as a registration rights agreement that will provide customary registration rights to certain equity holders of the Company.

Representations, Warranties and Covenants

The parties to the Merger Agreement have agreed to customary representations and warranties for transactions of this type. In addition, the parties to the Merger Agreement agreed to be bound by certain customary covenants for transactions of this type, including, among others, covenants with respect to the conduct of CompoSecure, the Company and their respective subsidiaries during the period between execution of the Merger Agreement and the Closing. The representations, warranties, agreements and covenants of the parties set forth in the Merger Agreement will terminate at the Closing, except for those covenants and agreements that, by their terms, contemplate performance after the Closing. Each of the parties to the Merger Agreement has agreed to use its reasonable best efforts to consummate the Merger.

Conditions to Closing

Under the Merger Agreement, the obligations of the parties to consummate the Merger are subject to the satisfaction or waiver of certain customary closing conditions, including, without limitation: (i) the approval and adoption of the Merger Agreement and transactions contemplated thereby by the requisite vote of the Company’s stockholders (the “Company Stockholder Approval”) and CompoSecure’s equity holders (the “CompoSecure Member Approval”); (ii) the shares of Class A Company Common Stock will have been approved for listing on Nasdaq, subject to official notice of issuance; (iii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”); (iv) the PIPE Investments will have been consummated immediately prior to the Merger; (v) after giving effect to the transactions contemplated by the Merger Agreement, the Company will have net tangible assets of at least $5,000,001; (vi) the Remaining Trust Cash plus the amount of the PIPE Investments, minus $50 million of transaction expenses shall not be less than $210 million; (vii) each Ancillary Agreement will been executed and delivered; (viii) the net indebtedness of CompoSecure (generally, indebtedness minus cash) will be no greater than $250 million; (ix) the amount of cash on hand at CompoSecure shall not be less than $5 million; and (x) the absence of a Company material adverse effect or a Material Adverse Effect with respect to CompoSecure.

Termination

The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including without limitation, (i) by mutual written consent of the Company and CompoSecure; (ii) by either the Company or CompoSecure if (a) the Closing has not occurred on or before December 31, 2021, which date may be extended to no later than January 31, 2022 if the expiration or termination of the applicable waiting period under the HSR Act remains pending, (b) if a Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law which permanently restrains, enjoins or otherwise prohibits the transaction, and (c) if the Company Stockholders’ Meeting (as defined in the Merger Agreement) has been held and the Company Stockholder Approval is not obtained; (iii) by the Company if neither it nor Merger Sub are in material breach of their obligations under the Merger Agreement and if (a) at any time any of the representations and warranties of CompoSecure become untrue or inaccurate or (b) there has been a breach on the part of CompoSecure of any of its covenants or agreements contained in the Merger Agreement, neither of which are cured and in either case such that such breach would have a material adverse effect; (iv) by CompoSecure if CompoSecure is not in material breach of its obligations under the Merger Agreement and if (a) at any time any of the representations and warranties of the Company and Merger Sub become untrue or inaccurate or (b) there has been a breach on the part of the Company or Merger Sub of any of its covenants or agreements contained in the Merger Agreement, neither of which are cured and in either case such that such breach would have a material adverse effect; or (vi) by the Company, if CompoSecure does not deliver written consent of the CompoSecure equity holders in accordance with the Merger Agreement on or prior to the applicable deadline.

Voting Agreement

In connection with the execution of the Merger Agreement, certain stockholders of the Company (the “Company Stockholders”) and certain equity holders of CompoSecure (the “CompoSecure Holders”) entered into a voting agreement with the Company and CompoSecure (the “Voting Agreement”).

Under the Voting Agreement, each Company Stockholder and CompoSecure Holder agreed to vote or cause to be voted their respective equity interests for and against certain matters, including to vote in favor of the Merger Agreement and the transactions related thereto and against any competing proposals or any matters that would reasonably be expected to impede the timely consummation of the Merger.

Expense Cap and Waiver Agreement

In connection with the execution of the Merger Agreement, the Company and Roman DBDR Tech Sponsor LLC, a Delaware limited liability company (the “Sponsor”), entered into an expense cap and waiver agreement (the “Expense Cap and Waiver Agreement”). Under the terms of the Expense Cap and Waiver Agreement, Sponsor agreed that to the extent the Company’s transaction expenses exceed $35 million, then Sponsor shall, at Closing, either (i) pay any such amount in excess of $35 million to the Company in cash, or (ii) irrevocably forfeit and surrender to the Company such number of shares of Class B Common Stock held by the Sponsor that would, in the aggregate, have a value equal to such amount in excess of $35 million. In addition, the Sponsor agreed to waive any adjustment to the initial conversion ratio of the Company’s current Class B Common Stock in the Company’s certificate of incorporation resulting from the Merger.

Common Stock Subscription Agreements

In connection with the Merger, the Company entered into subscription agreements (the “Common Stock Subscription Agreements”), each dated April 19, 2021, with certain institutional investors (the “Investors”), pursuant to which the Company agreed to sell to the Investors, in private placements to close immediately prior to the closing of the Merger, an aggregate of 4,500,000 shares of Class A Common Stock (together, the “Subscriptions”) for a purchase price of $10.00 per share, or an aggregate purchase price of $45 million. The obligations of each party to consummate the Subscriptions are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Merger Agreement.

Exchangeable Note Subscription Agreements

In connection with the Merger, CompoSecure entered into subscription agreements (the “Note Subscription Agreements”), each dated April 19, 2021 with certain institutional investors (the “Note Investors”), pursuant to which CompoSecure agreed to sell to the Note Investors, in private placements to close immediately prior to the closing of the Merger, an aggregate of $130 million of senior exchangeable notes (the “Notes”), which will bear interest at a rate of 7.00% per annum, payable semi-annually, and which will be exchangeable for shares of Class A Common Stock at a conversion price of $11.50 per share in accordance with the terms thereof. The obligations of each party to consummate the Note Subscriptions are conditioned upon, among other things, the entry into an indenture consistent with the terms set forth in the Note Subscription Agreement, customary closing conditions and the consummation of the transactions contemplated by the Merger Agreement.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

At March 31, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which are primarily invested in U.S. Treasury securities.

Class A Common Stock Subject to Possible Redemption

Offering Costs

Warrant Liability

Income Taxes

Net Loss Per Common Share

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


	Three Months
	Ended
	March 31, 2021
Class A 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	$	41,257
Unrealized gain on marketable securities held in Trust Account		24,454
Less: interest available to be withdrawn for payment of taxes		(52,039)
Net Income allocable to Class A common stock subject to possible redemption	$	13,672
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding		20,149,678
Basic and diluted net income per share	$	0.00

Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net Income	$	8,931,200
Net income allocable to Class A common stock subject to possible redemption		13,672
Non-Redeemable Net Income	$	8,917,528
Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding, Non-Redeemable common stock,		9,670,930
Basic and diluted net income per share, Non-Redeemable	$	0.92

Concentration of Credit Risk

Fair Value of Financial Instruments

Recent Accounting Standards

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Mar. 31, 2021

FAIR VALUE MEASUREMENTS

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


		March 31,		December 31,
Description	Level	2021		2020
Assets:
Marketable securities held in Trust Account	1	$	236,280,800	$	236,215,089
Liabilities:
Warrant Liability - Public Warrants	1		8,799,280		14,125,160
Warrant Liability - Private Placement Warrants	3		8,344,798		13,330,002

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


	November 5,		December 31,		March 31, 2021
	2020 (Initial		2020 (Subsequent		(Subsequent
Input	Measurement)		Measurement)		Measurement)
Risk-free interest rate		0.36		0.37		0.92	%
Expected term (years)		5.00		5.05		5.00
Expected volatility		20.0		18.5		13.1	%
Exercise price	$	11.50	$	11.50	$	11.50
Fair value of Units	$	9.48	$	10.11	$	9.95

Summary of gross holding losses and fair value of held-to-maturity securities

	Fair Value measured as of March 31, 2021
	Level 1		Level 2		Level 3		Total
Cash and Marketable Securities Held in Trust	$	236,280,800	$	—	$	—	$	236,280,800
Warrant Derivative Liability:
Public Warrants	$	8,799,280	$	—	$	—	$	8,799,280
Private Placement Warrants		—		—		8,344,798		8,344,798
Total Warrant Derivative Liability	$	8,799,280	$	—	$	8,344,798	$	17,144,078


	Fair Value measured as of December 31, 2020
	Level 1		Level 2		Level 3		Total
Cash and Marketable Securities Held in Trust	$	236,214,150	$	—	$	—	$	236,214,150
Warrant Derivative Liability:
Public Warrants	$	14,125,160	$	—	$	—	$	14,125,160
Private Placement Warrants		—		—		13,330,002		13,330,002
Total Warrant Derivative Liability	$	14,125,160	$	—	$	13,330,002	$	27,455,162

Schedule of changes in the fair value of warrant liabilities


	Private Placement		Public		Warrant Liabilities
Fair value as of August 21, 2020	$	—	$	—	$	—
Initial measurement on November 5, 2020		11,487,644		12,156,900		23,644,544
Change in valuation inputs or other assumptions		1,842,358		1,968,260		3,810,618
Fair value as of December 31, 2020	$	13,330,002	$	14,125,160	$	27,455,162
Change in valuation inputs or other assumptions		4,985,204		5,325,880		10,311,084
Fair value as of March 31, 2021	$	8,344,798	$	8,799,280	$	17,144,078

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Additional Information (Details) - USD ($)				1 Months Ended	3 Months Ended
	Nov. 17, 2020	Nov. 10, 2020	Nov. 05, 2020	May 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Cash underwriting fees					$ 4,631,200
Other offering costs					470,813
Deferred underwriting fees					8,104,600
Transaction costs					210,000,000
Cash operating bank account					414,305	$ 603,615
Marketable securities held in Trust Account					236,280,800	$ 236,215,089
Working capital					(505,403)
Franchise and income taxes payable					50,000
Interest income earned on the trust account available to pay tax obligations					42,157
Related Party Loans
Subsidiary, Sale of Stock [Line Items]
Maximum loans convertible into warrants					1,500,000
Sponsor
Subsidiary, Sale of Stock [Line Items]
Transaction costs					$ 35,000,000
Sponsor \| Related Party Loans
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrants				$ 1.00
Maximum borrowing capacity of related party note				$ 1,500,000
Maximum loans convertible into warrants				$ 1,500,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued			22,000,000		22,000,000
Share price per share					$ 10.00
Shares Issued, Price Per Share			$ 10.00
Gross proceeds from sale of units			$ 220,000,000
Cash underwriting fees					$ 4,631,200
Other offering costs					470,813
Deferred underwriting fees					$ 8,104,600
Cash held outside the Trust Account					$ 10.20
Transaction costs					$ 13,206,613
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account					80.00%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination					50.00%
Minimum net tangible assets upon consummation of the Business Combination					$ 5,000,001
Threshold percentage of Public Shares subject to redemption without the Company's prior written consent					15.00%
Threshold business days for redemption of public shares					10 days
Maximum net interest to pay dissolution expenses					$ 100,000
Initial Public Offering \| Class A common stock
Subsidiary, Sale of Stock [Line Items]
Share price per share		$ 10.20
Proceeds from issuance initial public offering		$ 224,400,000
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Number of units issued	1,156,000
Share price per share	$ 10.00
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of units issued	1,156,000
Shares Issued, Price Per Share	$ 10.00
Exercise price of warrants	$ 1.00
Additional units sold of shares	462,400
Proceeds from sale of Private Warrants	$ 12,022,400
Amount deposited into Trust Account	11,791,200
Aggregate proceeds held in the Trust Account	$ 236,191,200
Private Placement Warrants \| Over-allotment
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued	462,400
Exercise price of warrants	$ 1.00
Proceeds from sale of Private Warrants	$ 462,400
Private Placement Warrants \| Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of units issued					10,375,000
Share price per share					$ 1.00
Gross proceeds from sale of units					$ 10,375,000
Number of warrants issued					10,375,000
Exercise price of warrants					$ 1.00
Proceeds from sale of Private Warrants					$ 10,375,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Transaction costs	$ 13,206,613
Cash underwriting fees	4,631,200
Deferred underwriting fee payable	8,104,600	$ 8,104,600
Other offering costs	470,813
Offering cost charged to expense	714,710
Offering cost charged to stock holders equity	12,491,903
Cash equivalents	0	$ 0
Unrecognized tax benefits	0
Unrecognized tax benefits accrued for interest and penalties	$ 0
Purchase of aggregate shares	22,415,400
Cash, FDIC Insured Amount	$ 250,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Loss Per Common Share (Details)	3 Months Ended
	Mar. 31, 2021 USD ($) $ / shares shares
Numerator: Earnings allocable to Common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$ 41,257
Unrealized gain on marketable securities held in Trust Account	24,454
Less: interest available to be withdrawn for payment of taxes	(52,039)
Net income allocable to Class A common stock subject to possible redemption	$ 13,672
Basic and diluted weighted average shares outstanding \| shares	9,670,930
Basic and diluted net income per common share \| $ / shares	$ 0.92
Non-Redeemable Common Stock
Net income	$ 8,931,200
Net income allocable to Class A common stock subject to possible redemption	$ 13,672
Class A common stock
Numerator: Earnings allocable to Common stock subject to possible redemption
Basic and diluted weighted average shares outstanding \| shares	9,670,930
Basic and diluted net income per common share \| $ / shares	$ 0.92
Class A common stock subject to possible redemption
Numerator: Earnings allocable to Common stock subject to possible redemption
Basic and diluted weighted average shares outstanding \| shares	20,149,678
Basic and diluted net income per common share \| $ / shares	$ 0.00
Non Redeemable Common Stock
Numerator: Earnings allocable to Common stock subject to possible redemption
Net income allocable to Class A common stock subject to possible redemption	$ 13,672
Non-Redeemable Common Stock
Net income	8,931,200
Net income allocable to Class A common stock subject to possible redemption	13,672
Non-Redeemable Net Income	$ 8,917,528

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - Class B common stock - USD ($)				3 Months Ended
	Nov. 17, 2020	Oct. 26, 2020	Aug. 26, 2020	Mar. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Common shares, shares outstanding (in shares)				5,789,000	5,789,000
Founder Shares
Related Party Transaction [Line Items]
Common shares, shares outstanding (in shares)	5,789,000
Shares no longer subject to forfeiture	289,000
Founder Shares \| Over-allotment
Related Party Transaction [Line Items]
Number of shares subject to forfeiture (in shares)	536,000
Sponsor
Related Party Transaction [Line Items]
Restrictions on transfer period of time after business combination completion				1 year
Sponsor \| Founder Shares
Related Party Transaction [Line Items]
Aggregate purchase price			$ 25,000
Number of shares issued			7,906,250
Aggregate purchase of common shares		1,581,250
Common shares, shares outstanding (in shares)		6,325,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders			20.00%
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)				$ 12.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination				20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination				30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				150 days
Sponsor \| Founder Shares \| Over-allotment
Related Party Transaction [Line Items]
Number of shares subject to forfeiture (in shares)		825,000

STOCKHOLDER'S EQUITY - Common Stock Shares (Details)	3 Months Ended
STOCKHOLDER'S EQUITY - Common Stock Shares (Details)	Mar. 31, 2021 Vote $ / shares shares	Dec. 31, 2020 $ / shares shares
Class A common stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	200,000,000	200,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share \| Vote	1
Common shares, shares issued (in shares)	3,006,322	3,881,930
Common shares, shares outstanding (in shares)	3,006,322	3,881,930
Class A common stock subject to possible redemption
Class of Stock [Line Items]
Shares subject to possible redemption	20,149,678	19,274,070
Class A common stock not subject to possible redemption
Class of Stock [Line Items]
Common shares, shares issued (in shares)	3,006,322	3,881,930
Common shares, shares outstanding (in shares)	3,006,322	3,881,930
Class B common stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	20,000,000	20,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share \| Vote	1
Common shares, shares issued (in shares)	5,789,000	5,789,000
Common shares, shares outstanding (in shares)	5,789,000	5,789,000
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares	20.00%
Conversion ratio	1

STOCKHOLDER'S EQUITY - Warrants (Details)	3 Months Ended
STOCKHOLDER'S EQUITY - Warrants (Details)	Mar. 31, 2021 item $ / shares
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Redemption period	30 days
Class A common stock
Class of Warrant or Right [Line Items]
Percentage of gross proceeds on total equity proceeds	60.00%
Threshold business days before sending notice of redemption to warrant holders	20 days
Public Warrants
Class of Warrant or Right [Line Items]
Minimum threshold written notice period for redemption of public warrants	30 days
Public Warrants exercisable term from the closing of the initial public offering	12 months
Public Warrants expiration term	5 years
Threshold period for filling registration statement after business combination	15 days
Maximum threshold period for registration statement to become effective after business combination	60 days
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Minimum threshold written notice period for redemption of public warrants	30 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18.00
Redemption price per public warrant (in dollars per share)	$ 0.01
Threshold trading days for redemption of public warrants \| item	20
Threshold business days before sending notice of redemption to warrant holders	3 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115.00%
Public Warrants \| Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00
Class of Warrant or Right [Line Items]
Redemption period	30 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	180.00%
Public Warrants \| Class A common stock
Class of Warrant or Right [Line Items]
Share price per share	$ 9.20

SUBSEQUENT EVENTS (Details)		3 Months Ended
SUBSEQUENT EVENTS (Details)	Apr. 19, 2021 USD ($) Vote shares	Mar. 31, 2021 USD ($) $ / shares shares
Subsequent Event [Line Items]
Net Tangible Asset		$ 5,000,001
Remaining Trust Cash		50,000,000
Transaction Costs		210,000,000
Net indebtedness of composecure		250,000,000
Amount of cash on hand at composecure		5,000,000
Sponsor
Subsequent Event [Line Items]
Transaction Costs		35,000,000
Cash		$ 35,000,000
Class A common stock \| Sponsor
Subsequent Event [Line Items]
Class of Warrant or Right, Outstanding \| shares		45,000,000
Class B common stock \| Sponsor
Subsequent Event [Line Items]
Number of shares forfeited \| shares		35,000,000
Subscription agreement
Subsequent Event [Line Items]
Aggregate purchase price		$ 45,000,000
Senior Exchangeable		$ 130,000,000
Interest Rate		7.00%
Share Price \| $ / shares		$ 10.00
Subscription agreement \| Class A common stock
Subsequent Event [Line Items]
Conversion Price \| $ / shares		$ 11.50
Subscription agreement \| Class A common stock \| Private Placement
Subsequent Event [Line Items]
Investors \| shares		4,500,000
Merger agreement
Subsequent Event [Line Items]
Aggregate equity paid to CompoSecure		$ 853,000,000
CompoSecure's Senior Exchangeable		$ 130,000,000
Equity Consideration		10.00%
CompoSecure Equity Holders		$ 7,500,000
Tax Receivable Agreement		90.00%
Subsequent event \| Merger agreement
Subsequent Event [Line Items]
Number of votes per issued share \| Vote	1
Number of shares issued per share of composecure unit \| shares	1
Cash included in aggregate consideration	$ 236,200,000
Pro forma combined company enterprise value	$ 1,200,000,000

INITIAL PUBLIC OFFERING	3 Months Ended
INITIAL PUBLIC OFFERING	Mar. 31, 2021
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 22,000,000 Units at a purchase price of $10.00 per Unit. In connection with the underwriters’ partial exercise of the over-allotment option on November 17, 2020, the Company sold an additional 1,156,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (see Note 7).

PRIVATE PLACEMENT	3 Months Ended
PRIVATE PLACEMENT	Mar. 31, 2021
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 10,375,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, or $10,375,000 in the aggregate, each exercisable to purchase one share of Class A common stock at a price of $11.50 per share. In connection with the underwriters’ partial exercise of the over-allotment option on November 17, 2020, the Company sold an additional 462,400 Private Placement Warrants, at a purchase price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $462,400. The proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

RELATED PARTY TRANSACTIONS	3 Months Ended
RELATED PARTY TRANSACTIONS	Mar. 31, 2021
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On August 26, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 7,906,250 shares of Class B common stock (the “Founder Shares”). On October 26, 2020, the Sponsor returned to the Company, at no cost, an aggregate of 1,581,250 Founder Shares which the Company cancelled, resulting in an aggregate of 6,325,000 Founder Shares outstanding. The Founder Shares included an aggregate of up to 825,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the Sponsor would collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option, 536,000 Founder Shares were forfeited and 289,000 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 5,789,000 Founder Shares outstanding at November 17, 2020. The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. Administrative Support Agreement The Company entered into an agreement, commencing on November 6, 2020, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2021, the Company incurred and paid $14,450 in fees for these services. Promissory Note — Related Party On August 26, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing and was payable on the earlier of March 31, 2021 or the completion of the Initial Public Offering. As of March 31, 2021, there was no balance outstanding under the Note. The outstanding balance under the Note of $95,657 was repaid at the closing of the Initial Public Offering on November 10, 2020. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.00 per warrant. The warrants will be identical to the Private Placement Warrants. 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.

COMMITMENTS	3 Months Ended
COMMITMENTS	Mar. 31, 2021
COMMITMENTS
COMMITMENTS	NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration and shareholder rights agreement entered into on November 5, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration and shareholder rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters will be entitled to a deferred fee of $0.35 per Unit, or $8,104,600 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

COMMITMENTS - Underwriting Agreement and Anchor Investments (Details)	Mar. 31, 2021 USD ($) item $ / shares
COMMITMENTS
Maximum number of demands for registration of securities \| item	3
Deferred fee per unit \| $ / shares	$ 0.35
Deferred underwriting fee payable	$ 8,104,600
Initial Public Offering
COMMITMENTS
Deferred underwriting fee payable	$ 8,104,600

INITIAL PUBLIC OFFERING (Details) - $ / shares			3 Months Ended
INITIAL PUBLIC OFFERING (Details) - $ / shares	Nov. 17, 2020	Nov. 05, 2020	Mar. 31, 2021	Dec. 31, 2020	Nov. 10, 2020
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit		0.5
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued		22,000,000	22,000,000
Price per share			$ 10.00
Initial Public Offering \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit	1
Number of warrants in a unit	0.5
Exercise price of warrants	$ 11.50
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Number of units issued	1,156,000
Price per share	$ 10.00
Class A common stock
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit		1
Common stock, par value			0.0001	$ 0.0001
Class A common stock \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Price per share			$ 9.20
Class A common stock \| Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Price per share					$ 10.20
Class A common stock \| Initial Public Offering \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares issuable per warrant	1

RELATED PARTY TRANSACTIONS - Additional information (Details) - USD ($)				1 Months Ended	3 Months Ended
	Nov. 17, 2020	Nov. 10, 2020	Nov. 06, 2020	May 31, 2021	Mar. 31, 2021	Aug. 26, 2020
Private Placement Warrants
Related Party Transaction [Line Items]
Price of warrants	$ 1.00
Over-allotment \| Private Placement Warrants
Related Party Transaction [Line Items]
Price of warrants	$ 1.00
Affiliated Entity Member
Related Party Transaction [Line Items]
Expenses incurred and paid					$ 14,450
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month			$ 10,000
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note						$ 300,000
Repayment of promissory note - related party		$ 95,657
Related Party Loans
Related Party Transaction [Line Items]
Maximum loans convertible into warrants					$ 1,500,000
Related Party Loans \| Working capital loans warrant
Related Party Transaction [Line Items]
Price of warrants					$ 1.00
Related Party Loans \| Sponsor
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note				$ 1,500,000
Maximum loans convertible into warrants				$ 1,500,000
Price of warrants				$ 1.00

STOCKHOLDER'S EQUITY - Preferred Stock Shares (Details) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
STOCKHOLDER'S EQUITY
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred shares, par value	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Nov. 05, 2020	Mar. 31, 2021	Dec. 31, 2020
Schedule of Held-to-maturity Securities [Line Items]
Cash and marketable securities held in Trust Account		$ 236,280,800	$ 236,215,089
Public Warrants
Schedule of Held-to-maturity Securities [Line Items]
Warrants outstanding		11,578,000
Number of warrants in a unit	0.5
Private Placement Warrants
Schedule of Held-to-maturity Securities [Line Items]
Warrants outstanding		10,837,400
Cash
Schedule of Held-to-maturity Securities [Line Items]
Cash and marketable securities held in Trust Account		$ 939
Money Market Funds
Schedule of Held-to-maturity Securities [Line Items]
Cash and marketable securities held in Trust Account		$ 236,214,150
Class A common stock
Schedule of Held-to-maturity Securities [Line Items]
Number of shares in a unit	1

FAIR VALUE MEASUREMENTS - Fair value hierarchy of the valuation inputs (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Assets:
Marketable securities held in Trust Account	$ 236,280,800	$ 236,215,089
Public Warrants
Liabilities:
Warrant Liability	8,799,290	14,125,160
Private Placement Warrants
Liabilities:
Warrant Liability	8,344,798	13,330,002
Recurring
Liabilities:
Warrant Liability	17,144,078	27,455,162
Recurring \| Public Warrants
Liabilities:
Warrant Liability	8,799,280	14,125,160
Recurring \| Private Placement Warrants
Liabilities:
Warrant Liability	8,344,798	13,330,002
Level 1 \| Recurring
Assets:
Marketable securities held in Trust Account	236,280,800	236,215,089
Liabilities:
Warrant Liability	8,799,280	14,125,160
Level 1 \| Recurring \| Public Warrants
Liabilities:
Warrant Liability	8,799,280	14,125,160
Level 3 \| Recurring
Liabilities:
Warrant Liability	8,344,798	13,330,002
Level 3 \| Recurring \| Private Placement Warrants
Liabilities:
Warrant Liability	$ 8,344,798	$ 13,330,002

FAIR VALUE MEASUREMENTS - Monte Carlo Simulation for the fair value (Details)	Mar. 31, 2021	Dec. 31, 2020	Nov. 05, 2020
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	0.92	0.37	0.36
Expected term (years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	5.00	5.05	5.00
Expected volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	13.1	18.5	20.0
Exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	11.50	11.50	11.50
Fair value of Units
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	9.95	10.11	9.48

FAIR VALUE MEASUREMENTS - Gross holding gains and fair value of held-to-maturity securities (Details) - USD ($)	3 Months Ended	4 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract]
Transfers into level 3	$ 0
Transfers out of level 3	0
Public Warrants
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract]
Total Warrant Derivative Liability	8,799,290	$ 14,125,160
Private Placement Warrants
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract]
Total Warrant Derivative Liability	8,344,798	13,330,002
Recurring
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract]
Cash and Marketable Securities Held in Trust	236,280,800	236,214,150
Total Warrant Derivative Liability	17,144,078	27,455,162
Recurring \| Level 1
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract]
Cash and Marketable Securities Held in Trust	236,280,800	236,214,150
Total Warrant Derivative Liability	8,799,280	14,125,160
Recurring \| Level 3
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract]
Total Warrant Derivative Liability	8,344,798	13,330,002
Recurring \| Public Warrants
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract]
Total Warrant Derivative Liability	8,799,280	14,125,160
Recurring \| Public Warrants \| Level 1
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract]
Total Warrant Derivative Liability	8,799,280	14,125,160
Recurring \| Private Placement Warrants
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract]
Total Warrant Derivative Liability	8,344,798	13,330,002
Recurring \| Private Placement Warrants \| Level 3
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract]
Total Warrant Derivative Liability	$ 8,344,798	$ 13,330,002