0001213900-21-031938 | 10-K/A | XBRL Viewer | Stable Road Acquisition Corp

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Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2020	Jun. 09, 2021	Jun. 30, 2020
Document Information Line Items
Entity Registrant Name	Stable Road Acquisition Corp.
Document Type	10-K/A
Current Fiscal Year End Date	--12-31
Entity Public Float			$ 177,100,000
Amendment Flag	true
Amendment Description	Stable Road Acquisition Corp. (the “Company,” “we,” “our” or “us”) is filing this Annual Report on Form 10-K/A (Amendment No. 1) (this “Annual Report”), to amend our Annual Report on Form 10-K for the year ended December 31, 2020, originally filed with the Securities and Exchange Commission (the “SEC”), on March 8, 2021 (the “Original Filing”), to restate our consolidated financial statements as of and for the period ended December 31, 2020. We are also restating the consolidated financial statement as of November 13, 2019; as of and for the year ended December 31, 2019; and as of and for the unaudited periods ended March 30, 2020, June 30, 2020 and September 30, 2020 in the accompanying consolidated financial statements included in this Annual Report, including describing the restatement and its impact on previously reported amounts. The restatement results from the Company’s prior accounting for its outstanding warrants issued in connection with its initial public offering in November 2019 as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). In other words, in the event of a qualifying cash tender offer (which could be outside the control of the Company), all warrant holders would be entitled to cash, while only certain of the holders of the underlying common shares would be entitled to cash. On April 12, 2021, the Acting Chief Accountant and Acting Director of the Division of Corporation Finance of the SEC issued a Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “Statement”). The Statement sets forth the conclusion of the SEC’s Office of the Chief Accountant that certain provisions included in the warrant agreements entered into by many special purpose acquisition companies require such warrants to be accounted for as liabilities measured at fair value, rather than as equity securities, with changes in fair value during each financial reporting period reported in earnings. In light of the new Statement and in connection with the audit of the Company’s consolidated financial statements for the year ended December 31, 2020, the Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, concluded that the Company’s warrants are not indexed to the Company’s common shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded the tender offer provision included in the warrant agreement fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company should have classified the warrants as derivative liabilities in its previously issued consolidated financial statements. Under this accounting treatment, the Company is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. In connection with the restatement, the Company’s management reassessed the effectiveness of its disclosure controls and procedures for the periods affected by the restatement. As a result of that reassessment, the Company’s management determined that its disclosure controls and procedures for such periods were not effective with respect to the classification of the Company’s warrants as components of equity instead of as derivative liabilities. For more information, see Item 9A included in this Annual Report. The Company has not amended its previously filed Current Report on Form 8-K, Annual Report on Form 10-K for the year ended December 31, 2020 or Quarterly Reports on Form 10-Q for the period affected by the restatement. The financial information that has been previously filed or otherwise reported for these periods is superseded by the information in this Annual Report, and the consolidated financial statements and related financial information contained in such previously filed reports should no longer be relied upon. The restatement is more fully described in Note 2 of the notes to the consolidated financial statements included herein.
Entity Central Index Key	0001781162
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Entity File Number	001-39128
Entity Incorporation, State or Country Code	DE
Entity Interactive Data Current	Yes
Class A common stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		17,775,338
Class B common stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		4,312,500

Consolidated Balance Sheets - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Current assets
Cash	$ 214,811	$ 1,093,184
Prepaid expenses	81,850	268,616
Prepaid income taxes	328,538
Total Current Assets	625,199	1,361,800
Cash and marketable securities held in Trust Account	173,107,749	172,846,011
Total Assets	173,732,948	174,207,811
Current liabilities
Accrued expenses	2,485,896	147,742
Income taxes payable		47,567
Total Current Liabilities	2,485,896	195,309
Deferred underwriting fee payable	6,900,000	6,900,000
Warrant Liabilities	48,077,888	7,857,175
Total Liabilities	57,463,784	14,952,484
Commitments and Contingencies
Class A common stock subject to possible redemption, 11,126,916 and 15,425,532 shares at $10.00 per share redemption value at December 31, 2020 and 2019, respectively	111,269,160	154,255,320
Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 1,860,295 and 1,583,750 issued and outstanding (excluding 15,934,705 and 16,211,250 shares subject to possible redemption) at December 31, 2020 and 2019, respectively	666	236
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 4,312,500 shares issued and outstanding at December 31, 2020 and 2019	431	431
Additional paid-in capital	45,416,946
(Accumulated deficit) Retained earnings	(40,418,039)	4,999,340
Total Stockholders’ Equity	5,000,004	5,000,007
Total Liabilities and Stockholders’ Equity	$ 173,732,948	$ 174,207,811

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2020	Dec. 31, 2019
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A common stock
Subject to possible redemption, shares	11,126,916	15,425,532
Subject to possible redemption, per share (in Dollars per share)	$ 10.00	$ 10.00
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	6,668,084	2,369,468
Common stock, shares outstanding	6,668,084	2,369,468
Class B common stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	4,312,500	4,312,500
Common stock, shares outstanding	4,312,500	4,312,500

Consolidated Statements of Operations - USD ($)	7 Months Ended	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2019	Dec. 31, 2020
Income Statement [Abstract]
General and administrative expenses	$ 1,093,774	$ 3,720,975
Loss from operations	(1,093,774)	(3,720,975)
Other income:
Interest earned on marketable securities held in Trust Account	346,011	1,134,391
Change in fair value of warrant liabilities	6,139,150	(40,220,713)
(Loss) income before provision for income taxes	5,391,387	(42,807,297)
Provision for income taxes	(47,567)	(178,866)
Net (loss) income	$ 5,343,820	$ (42,986,163)
Weighted average shares outstanding of Class A redeemable common stock (in Shares)	4,041,761	17,250,000
Basic and diluted net income per share, Class A redeemable common stock (in Dollars per share)	$ 1.28	$ 0.04
Weighted average shares outstanding of Class A and Class B non-redeemable common stock (in Shares)	4,456,075	4,857,500
Basic net (loss) income per share, Class A and Class B non-redeemable common stock (in Dollars per share)	$ 1.16	$ (9.00)
Weighted average shares outstanding of Class A and Class B non-redeemable common stock (in Shares)	4,168,777	4,857,500
Diluted net (loss) income per share, Class A and Class B non-redeemable common stock (in Shares)	1.24	(9.00)

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

Class A Common Stock

Class B Common Stock

Additional Paid-in Capital

(Accumulated deficit) Retained Earnings

Total

Balance at May. 28, 2019

Balance (in Shares) at May. 28, 2019

Issuance of Class B common stock to Sponsor

^[1]

$ 431

24,569

25,000

Issuance of Class B common stock to Sponsor (in Shares)

^[1]

4,312,500

Sale of 17,250,000 shares of Class A common stock in Initial Public Offering, net of underwriting discount and offering costs

$ 1,725

148,888,387

148,890,112

Sale of 17,250,000 shares of Class A common stock in Initial Public Offering, net of underwriting discount and offering costs (in Shares)

17,250,000

Sale of 545,000 shares of Class A common stock in private placement

$ 54

4,996,341

4,996,395

Sale of 545,000 shares of Class A common stock in private placement (in Shares)

545,000

Common stock subject to possible redemption

$ (1,543)

(153,909,297)

(344,480)

(154,255,320)

Common stock subject to possible redemption (in Shares)

(15,425,532)

Net income (loss)

5,343,820

5,344,820

Balance at Dec. 31, 2019

$ 236

$ 431

4,999,340

5,000,007

Balance (in Shares) at Dec. 31, 2019

2,369,468

4,312,500

Common stock subject to possible redemption

$ 430

45,416,946

(2,431,216)

42,986,160

Common stock subject to possible redemption (in Shares)

4,298,616

Net income (loss)

(42,986,163)

Balance at Dec. 31, 2020

$ 666

$ 431

$ 45,416,946

$ (40,418,039)

$ 5,000,004

Balance (in Shares) at Dec. 31, 2020

6,668,084

4,312,500

[1]	Included up to 562,500 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter.

Consolidated Statements of Changes in Stockholders’ Equity (Parentheticals)	7 Months Ended
	Dec. 31, 2019 shares
Statement of Stockholders' Equity [Abstract]
Sale of net of underwriting discounts and offering expenses	17,250,000
Sale of placement units	545,000

Consolidated Statements of Cash Flows - USD ($)	7 Months Ended	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2019	Dec. 31, 2020
Cash Flows from Operating Activities:
Net income (loss)	$ 5,343,820	$ (42,986,163)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(346,011)	(1,134,391)
Transaction costs allocable to warrant liabilities	857,689
Change in fair value of warrant liabilities	(6,139,150)	40,220,713
Changes in operating assets and liabilities:
Prepaid expenses	(268,616)	186,766
Prepaid income taxes		(328,538)
Accrued expenses	147,742	2,338,154
Income taxes payable	47,567	(47,567)
Net cash used in operating activities	(356,959)	(1,751,026)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(172,500,000)
Cash withdrawn from Trust Account for taxes		872,653
Net cash provided by (used in) investing activities	(172,500,000)	872,653
Cash Flows from Financing Activities
Proceeds from sale of Units, net of underwriting discounts paid	169,050,000
Proceeds from sale of Placement Units	5,450,000
Repayment of promissory note – related party	(222,725)
Payment of offering costs	(327,132)
Net cash provided by financing activities	173,950,143
Net Change in Cash	1,093,184	(878,373)
Cash – Beginning of period		1,093,184
Cash – End of period	1,093,184	214,811
Supplemental cash flow information:
Cash paid for income taxes		405,567
Supplemental Disclosure of Non-Cash Activities:
Initial classification of common stock subject to possible redemption	48,042,060
Change in value of common stock subject to possible redemption	6,213,260	(42,986,160)
Initial classification of warrant liabilities	13,996,325
Management adjustment to eliminate negative additional paid-in capital	344,480	2,431,216
Deferred underwriting fee payable	6,900,000
Payment of offering costs through promissory note	222,725
Offering costs paid directly by Sponsor from proceeds from issuance of Class B common stock	$ 25,000

Description of Organization and Business Operations

12 Months Ended

Dec. 31, 2020

Description of Organization and Business Operations [Abstract]

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Stable Road Acquisition Corp. (the “Company” or “SRAC”) was incorporated in Delaware on May 28, 2019. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or 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.

The Company has two subsidiaries, Project Marvel First Merger Sub, Inc., a wholly-owned subsidiary of the Company incorporated in Delaware on September 29, 2020 (“First Merger Sub”) and Project Marvel Second Merger Sub, LLC, a wholly-owned subsidiary of the Company incorporated in Delaware on September 29, 2020 (“Second Merger Sub”). First Merger Sub and Second Merger Sub were formed in connection with the proposed business combination with Momentus Inc., a Delaware corporation (“Momentus”), as more fully discussed below.

As of December 31, 2020, the Company had not commenced any operations. All activity through December 31, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination, and the proposed business combination with Momentus, as more fully discussed below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on November 7, 2019. On November 13, 2019, the Company consummated the Initial Public Offering of 17,250,000 units (the “Units” and, with respect to the shares common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of the over-allotment option to purchase an additional 2,250,000 Units, at $10.00 per Unit, generating gross proceeds of $172,500,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 545,000 units (the “Placement Units”) at a price of $10.00 per Placement Unit in a private placement to SRC-NI Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and Cantor Fitzgerald & Co. (“Cantor”), the underwriter of the Initial Public Offering, generating gross proceeds of $5,450,000, which is described in Note 4.

Transaction costs amounted to $10,924,857, consisting of $3,450,000 of underwriting fees, $6,900,000 of deferred underwriting fees and $574,857 of other offering costs.

Following the closing of the Initial Public Offering on November 13, 2019, an amount of $172,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Placement Units was placed in a trust account (“Trust Account”) and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below.

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 Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations, less up to $100,000 of interest to pay dissolution expenses). The per-share amount to be distributed to Public Stockholders who redeem their Public 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.

The Company will proceed with a Business Combination 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 shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 5), Placement Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.

If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the 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 redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares, Placement Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have until August 13, 2021 (unless such date is extended in accordance with the Company’s amended and restated certificate of incorporation) to complete a Business Combination (the “Combination Period”), including the proposed business combination with Momentus. However, if the Company is unable to complete a Business Combination within the Combination Period, it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (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 liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares and (along with Cantor) Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to its deferred underwriting commission (see Note 6) 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 other 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 Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has 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) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets less taxes payable. This liability will not apply with respect to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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. The Company’s independent registered public accounting firm and the underwriter of the Initial Public Offering will not execute agreements with the Company waiving such claims to the monies held in the Trust Account.

Proposed Business Combination with Momentus Inc.

On October 7, 2020, SRAC entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among SRAC, Project Marvel First Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of SRAC (“First Merger Sub”), and Project Marvel Second Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of SRAC (“Second Merger Sub”), and Momentus Inc., a Delaware corporation (“Momentus”), pursuant to which, among other things: (a) First Merger Sub will merge with and into Momentus (“First Merger”), with Momentus being the surviving corporation of the First Merger and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, Momentus will merge with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with Second Merger Sub being the surviving company of the Second Merger. The Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement are referred to herein as the “Proposed Transaction.”

Pursuant to the Merger Agreement, the aggregate merger consideration payable to the equityholders of Momentus will be paid in equity consideration equal to $1,131,000,000, minus Momentus’ indebtedness for borrowed money as of the closing of the Mergers (the “Closing”), plus the amount of Momentus’ cash and cash equivalents (excluding restricted cash as determined in accordance with GAAP, any cash being held on behalf of Momentus’ customers and any security deposits for leases) as of the Closing, plus the aggregate exercise price of all outstanding options and warrants (the “Merger Consideration”). The Merger Consideration payable to the stockholders of Momentus will be paid in shares of newly issued Class A common stock of SRAC, with a deemed value of $10 per share. In addition, SRAC will pay off, or cause to be paid off, on behalf of Momentus and in connection with the Closing, Momentus’ outstanding indebtedness for borrowed money.

In connection with the Proposed Transaction, each share of Momentus’ capital stock (subject to limited exceptions) will be cancelled and automatically deemed for all purposes to represent the right to receive a portion of the Merger Consideration in accordance with Momentus’ organizational documents. In addition, the Merger Consideration that is paid with respect to any shares of Momentus’ capital stock that is subject to any vesting restrictions or other conditions shall continue to be subject to such vesting restrictions and conditions after the Closing.

Each option of Momentus that is outstanding and unexercised immediately prior to the Closing (whether vested or unvested) will be automatically assumed by SRAC and converted into an option to acquire an adjusted number of shares of Class A common stock at an adjusted exercise price per share and will continue to be governed by substantially the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former option.

Each warrant to purchase shares of capital stock of Momentus that is outstanding and unexercised immediately prior to the Closing will be automatically converted into a warrant to acquire an adjusted number of shares of Class A common stock at an adjusted exercise price per share and will continue to be governed by substantially the same terms and conditions (including applicable vesting conditions) as were applicable to the corresponding former warrant.

Consummation of the Proposed Transaction is subject to customary closing conditions for special purpose acquisition companies, including the following conditions to each party’s obligations, among others: (a) approval by SRAC’s stockholders and Momentus’ stockholders, (b) SRAC having at least $5,000,001 of net tangible assets as of the effective time of the consummation of the Mergers, and (c) the approval of the listing of the shares of Class A common stock to be issued in connection with the Closing on The Nasdaq Stock Market LLC and the effectiveness of a Registration Statement on Form S-4. The Merger Agreement may be terminated under certain customary and limited circumstances prior to the consummation of the Mergers.

On October 7, 2020, the Company entered into Subscription Agreements with certain investors pursuant to which the investors have agreed to purchase an aggregate of 17,500,000 shares of Class A common stock in a private placement for $10.00 per share (the “Private Placement”). The proceeds from the Private Placement will be partially used to fund the Repurchase and for general working capital purposes following the closing. The closing of the transactions contemplated by the Subscription Agreements is contingent upon, among other customary closing conditions, the substantially concurrent consummation of the Proposed Transaction.

Concurrently with the execution of the Merger Agreement, an investor of Momentus, the Company and Momentus entered into a repurchase agreement (the “Repurchase Agreement”) pursuant to which, amongst other things, the Company has agreed to repurchase a certain number of shares of Class A common stock from an investor of Momentus, at a purchase price of $10.00 per share, immediately following the Closing (the “Repurchase”). The Repurchase is contingent on the amount of available cash the Company has at the Closing from (a) the Private Placement (and any alternative financing arranged by the Company and Momentus in the event the Private Placement becomes unavailable) and (b) the funds in the Company’s trust account (after taking into account payments required to satisfy SRAC’s stockholder redemptions), after further deducting the amount of the Company’s transaction expenses and Momentus’ transaction expenses (“Net Proceeds”) being in excess of $265 million. If Net Proceeds exceed $265,000,000 but are less than $280,000,000, the number of shares of Class A common stock subject to the Repurchase will be equal to the amount by which Net Proceeds exceed $250 million, divided by $10.00. In the event Net Proceeds are in excess of $280,000,000, the number of shares of Class A common stock subject to the Repurchase will be equal to $30,000,000, divided by $10.00. At the closing of the Repurchase, the Company will be entitled to deduct from such cash payment an amount equal to 3.3% of such cash payment (representing PML’s obligation to pay Momentus a portion of its transaction expenses).

Going Concern

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until August 13, 2021 or the extension date, as applicable, to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date or the extension date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the prescribed date. Management plans to continue its efforts in consummating a business combination by the prescribed date.

Restatement of Previously Issued Consolidated Financial Statements

12 Months Ended

Dec. 31, 2020

Condensed Financial Information Disclosure [Abstract]

RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS

The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”).

In connection with the audit of the Company’s consolidated financial statements for the year ended December 31, 2020, the Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, concluded the tender offer provision included in the warrant agreement fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25.

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

The Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses or cash.

	As Previously Reported			Adjustments			As Restated
Balance sheet as of November 13, 2019 (audited)
Warrant Liabilities	$	—		$	13,996,325		$	13,996,325
Total Liabilities		6,902,150			13,996,325			20,898,475
Class A Common Stock Subject to Possible Redemption		162,038,390			(13,996,330	)		148,042,060
Class A Common Stock		159			140			299
Additional Paid-in Capital		5,011,163			857,554			5,868,717
(Accumulated Deficit) Retained Earnings		(11,750	)		(857,689	)		(869,439	)
Total Stockholders’ Equity		5,000,003			5			5,000,008
Number of Class A common stock subject to redemption		16,203,839			(1,399,633	)		14,804,206

Balance sheet as of December 31, 2019 (audited)
Warrant Liabilities	$	—		$	7,857,175		$	7,857,175
Total Liabilities		7,095,309			7,857,175			14,952,484
Class A Common Stock Subject to Possible Redemption		162,112,500			(7,857,180	)		154,255,320
Class A Common Stock		158			78			236
Additional Paid-in Capital		4,937,054			(4,937,054	)		0
(Accumulated Deficit) Retained Earnings		62,359			4,936,981			4,999,340
Total Stockholders’ Equity		5,000,002			5			5,000,004

Balance sheet as of March 31, 2020 (unaudited)
Warrant Liabilities	$	—		$	6,907,475		$	6,907,475
Total Liabilities		7,240,139			6,907,475			14,147,614
Class A Common Stock Subject to Possible Redemption		162,371,970			(6,907,480	)		155,464,490
Class A Common Stock		156			69			225
Additional Paid-in Capital		4,677,586			(4,677,586	)		0
(Accumulated Deficit) Retained Earnings		321,830			4,677,522			4,999,352
Total Stockholders’ Equity		5,000,003			5			5,000,008

Balance sheet as of June 30, 2020 (unaudited)
Warrant Liabilities	$	—		$	5,721,775		$	5,721,775
Total Liabilities		7,038,476			5,721,775			12,760,251
Class A Common Stock Subject to Possible Redemption		162,408,340			(5,721,780	)		156,686,560
Class A Common Stock		155			57			212
Additional Paid-in Capital		4,641,217			(4,641,217	)		0
(Accumulated Deficit) Retained Earnings		358,202			4,641,165			4,999,367
Total Stockholders’ Equity		5,000,005			5			5,000,010

Balance sheet as of September 30, 2020 (unaudited)
Warrant Liabilities	$	—		$	10,424,088		$	10,424,088
Total Liabilities		6,989,141			10,424,088			17,413,229
Class A Common Stock Subject to Possible Redemption		162,243,730			(10,424,090	)		151,819,640
Class A Common Stock		157			104			261
Additional Paid-in Capital		4,805,825			61,046			4,866,871
Accumulated Deficit) Retained Earnings		193,592			(61,148	)		132,444
Total Stockholders’ Equity		5,000,005			2			5,000,007

Balance sheet as of December 31, 2020 (audited)
Warrant Liabilities	$	—		$	48,077,888		$	48,077,888
Total Liabilities		9,385,896			48,077,888			57,463,784
Class A Common Stock Subject to Possible Redemption		159,347,050			(48,077,890	)		111,269,160
Class A Common Stock		186			480			666
Additional Paid-in Capital		7,702,476			37,714,470			45,416,946
Accumulated Deficit		(2,703,091	)		(37,714,948	)		(40,418,039	)
Total Stockholders’ Equity		5,000,002			2			5,000,004

Statement of operations for period from May 28, 2019 (inception) through December 31, 2019 (audited)
Net income (loss)	$	62,359		$	$5,281,461		$	5,343,820
Transaction Costs		—			(857,689	)		(857,689	)
Change in fair value of warrant liabilities		—			6,139,150			6,139,150
Basic net loss per share, Class A and Class B non-redeemable common stock		(0.03	)		1.31			1.28
Diluted net loss per share, Class A and Class B non-redeemable common stock		—			1.24			1.24

Statement of operations for the Three months ended March 31, 2020 (unaudited)
Net income (loss)	$	259,471		$	949,700		$	1,209,171
Change in fair value of warrant liabilities		—			949,700			949,700
Basic and diluted net income (loss) per share, Class A and Class B non-redeemable common stock		(0.04	)		0.20			0.16

Statement of operations for the Three months ended June 30, 2020 (unaudited)
Net income (loss)	$	36,372		$	1,185,700		$	1,222,072
Change in fair value of warrant liabilities		—			1,185,700			1,185,700
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock		(0.05	)		0.24			0.19

Statement of operations for the Six months ended June 30, 2020 (unaudited)
Net income (loss)	$	295,843		$	2,135,400		$	2,431,243
Change in fair value of warrant liabilities		—			2,135,400			2,135,400
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock		(0.09	)		0.44			0.35

Statement of operations for the Three months ended September 30, 2020 (unaudited)
Net income (loss)	$	(164,610	)	$	(4,702,313	)	$	(4,866,923	)
Change in fair value of warrant liabilities		—			(4,702,313	)		(4,702,313	)
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock		(0.04	)		(0.96	)		(1.00	)

Statement of operations for the Nine months ended September 30, 2020 (unaudited)
Net income (loss)	$	131,233		$	(2,566,913	)	$	(2,435,680	)
Change in fair value of warrant liabilities		—			(2,566,913	)		(2,566,913	)
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock		(0.13	)		(0.53	)		(0.66	)

Statement of operations for the Year ended December 31, 2020 (audited)
Net income (loss)	$	(2,765,450	)	$	(40,220,713	)	$	(42,986,163	)
Change in fair value of warrant liabilities		—			(40,220,713	)		(40,220,713	)
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock		(0.72	)		(8.28	)		(9.00	)

Statements of Cash Flows for the Period ended December 31, 2019 (audited)
Net income (loss)	$	62,359		$	$5,281,461		$	5,343,820
Transaction costs allocable to warrant liabilities		—			857,689			857,689
Change in fair value of warrant liabilities		—			(6,139,150	)		(6,139,150	)

Statements of Cash Flows for the Three months ended March 31, 2020 (unaudited)
Net income (loss)	$	259,471		$	949,700		$	1,209,171
Change in fair value of warrant liabilities		—			(949,700	)		(949,700	)

Statements of Cash Flows for the Six months ended June 30, 2020 (unaudited)
Net income (loss)	$	295,843		$	2,135,400		$	2,431,243
Change in fair value of warrant liabilities		—			(2,135,400	)		(2,135,400	)

Statements of Cash Flows for the Nine months ended September 30, 2020 (unaudited)
Net income (loss)	$	131,233		$	(2,566,913	)	$	(2,435,680	)
Change in fair value of warrant liabilities		—			2,566,913			2,566,913

Statements of Cash Flows for the Year ended December 31, 2020 (audited)
Net income (loss)	$	(2,765,450	)	$	(40,220,713	)	$	(42,986,163	)
Change in fair value of warrant liabilities		—			40,220,713			40,220,713

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (As Restated)

NOTE 2a. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

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 consolidated 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 consolidated 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 consolidated 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 consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates.

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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class common stock subject to mandatory redemption are 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 held by Public Stockholders features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020 and 2019, there were 11,126,916 and 15,425,532, respectively, shares of Class A common stock subject to possible redemption, respectively, presented as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets.

Offering Costs

Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the closing date of the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounted to $10,924,857, of which $10,067,168 was charged to stockholders’ equity and $857,689 was allocated to the warrants and expensed through the statement of operations, upon the completion of the Initial Public Offering in 2019.

Warrant Liabilities

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 common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, 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. The Company accounts for the warrants issued in connection with its Initial Public Offering in accordance with the guidance contained in ASC 815-40, under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the public warrants initially was estimated using a Post-Acquisition Simulation, with subsequent measurements utilizing the public trading price. The fair value of the private warrants was initially and subsequently measured using the Black-Scholes Model (see Note 10).

Income Taxes

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

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

Net Income (Loss) per Common Share

Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and as part of the Placement Units to purchase 8,897,500 shares of Class A common stock in the calculation of diluted income (loss) per share for non-redeemable Class A and B common stock, since the exercise of such warrants are contingent upon the occurrence of future events.

The Company’s consolidated statements of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account net of applicable franchise and income taxes, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net income (loss) per share, basic and diluted, for Class A and B non-redeemable common stock is calculated by dividing the net income (loss) adjusted for the net income (loss) attributable to Class A redeemable common stock, by the weighted average number of Class A and B non-redeemable common stock outstanding for the period. Class A and B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

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

	Year Ended December 31,			For the Period from May 28, 2019 (Inception) Through December 31,
	2020			2019
Redeemable Class A Common Stock
Numerator: Net Income (loss) allocable to Redeemable Class A Common Stock
Interest Income	$	1,134,391		$	346,011
Income and Franchise Tax		(378,916	)		(167,069	)
Redeemable Net Income	$	755,475		$	178,942
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		17,250,000			17,250,000
Net Income (loss)/Basic and Diluted Redeemable Class A Common Stock	$	0.04		$	0.01

Non-Redeemable Class A and B Common Stock
Numerator: Net Income (loss) minus Redeemable Net Income (loss)
Net Income (loss)	$	(42,986,163	)	$	5,343,820
Redeemable Net Income (Loss)		(755,475	)		(178,942	)
Non-Redeemable Net Income (loss)	$	(43,741,638	)	$	5,164,878
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class A and B Common Stock, Basic		4,857,500			4,041,761
Net Income (loss)/Basic Non-Redeemable Class A and B Common Stock	$	(9.00	)	$	1.28
Non-Redeemable Class A and B Common Stock, Diluted		4,857,500			4,168,777
Net Income (loss)/ Diluted Non-Redeemable Class A and B Common Stock	$	(9.00	)	$	1.24

Concentration of Credit Risk

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

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature (see Note 10).

Recently Accounting Standards

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

Initial Public Offering

12 Months Ended

Dec. 31, 2020

Initial Public Offering [Abstract]

INITIAL PUBLIC OFFERING

NOTE 3. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 17,250,000 Units, which includes the full exercise by the underwriter of its option to purchase an additional 2,250,000 Units at $10.00 per Unit. Each Unit consists of one share of Class A common stock 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 a price of $11.50 per share, subject to adjustment (see Note 7).

Private Placement

12 Months Ended

Dec. 31, 2020

Private Placement [Abstract]

PRIVATE PLACEMENT

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor purchased an aggregate of 545,000 Placement Units at a price of $10.00 per Placement Unit, for an aggregate purchase price of $5,450,000. Each Placement Unit consists of one share of Class A common stock (“Placement Share”) and one-half of one redeemable warrant (“Placement Warrant”). Each whole Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Placement Units and all underlying securities will be worthless.

Related Party Transactions

12 Months Ended

Dec. 31, 2020

RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

In June 2019, the Sponsor purchased 4,312,500 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. The Founder Shares will automatically convert into shares of Class A common stock at the time of a Business Combination, or earlier at the option of the holders, on a one-for-one basis, subject to certain adjustments, as described in Note 7.

The Founder Shares included up to 562,500 shares subject to forfeiture to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the Sponsor would 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 and excluding Placement Shares included in the Placement Units). As a result of the underwriter’s election to fully exercise its over-allotment option, the 562,500 Founder Shares are no longer subject to forfeiture.

The Sponsor has agreed, subject to limited exceptions, 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) subsequent to a Business Combination, (x) if the last sale price of the 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 a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Administrative Support Agreement

The Company entered into an agreement whereby, commencing on November 8, 2019 through the earlier of the Company’s consummation of a Business Combination or its liquidation, the Company will pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and administrative support. For the year ended December 31, 2020 and the period from May 28, 2019 (inception) to December 31, 2019, the Company incurred $120,000 and $20,000 in fees for these services, respectively, of which $30,000 and $20,000, are included in accrued expenses in the accompanying consolidated balance sheets at December 31, 2020 and 2019, respectively.

Related Party Loans

On June 28, 2019, 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 “Promissory Note”). The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2019 or the completion of the Initial Public Offering. Borrowings outstanding under the Promissory Note of $222,725 were repaid upon the consummation of the Initial Public Offering on November 13, 2019.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units upon consummation of the Business Combination at a price of $10.00 per unit. The units would be identical to the Placement Units. There were no outstanding borrowings under the Working Capital Loans as of December 31, 2020 and 2019.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 6. COMMITMENTS AND CONTINGENCIES

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

Registration Rights

Pursuant to a registration rights agreement entered into on November 7, 2019, the holders of the Founder Shares, Placement Units (including securities contained therein) and units (including securities contained therein) that may be issued upon conversion of Working Capital Loans, and any shares of Class A common stock issuable upon the exercise of the Placement Warrants and any shares of Class A common stock and warrants (and underlying Class A common stock) that may be issued upon conversion of the units issued as part of the Working Capital Loans and Class A common stock issuable 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 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 completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Notwithstanding the foregoing, Cantor may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years after the effective date of the registration statement and may not exercise its demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriter was paid a cash underwriting discount of $3,450,000, or $0.20 per Unit of the gross proceeds from the Units sold in the Initial Public Offering. In addition, the underwriter is entitled to a deferred fee of $0.40 per Unit of the gross proceeds from the Units sold in the Initial Public Offering, or $6,900,000 in the aggregate. The deferred fee will become payable to the underwriter 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.

Legal Proceedings

On December 3, 2020, a purported stockholder of the Company filed a complaint against the Company and its board of directors in the United States District Court for the Southern District of New York, in a case captioned Wallace v. Stable Road Acquisition Corp., et al., No. 1:20-cv-10193, alleging that the Company’s Registration Statement on Form S-4, originally filed with the SEC on November 2, 2020, omitted certain material information regarding the Proposed Transaction with Momentus, in violation of the securities laws. As relief, the complaint seeks an injunction barring the Company from proceeding with a stockholder vote with respect to, or consummating, the Proposed Transaction absent additional disclosures, as well as unspecified costs and damages. On December 9, 2020, another purported stockholder of the Company filed a complaint against the Company and its board of directors in the Supreme Court of the State of New York for the County of New York, in a case captioned Ciccotelli v. Stable Road Acquisition Corp., et al., No. 656895/2020, raising similar allegations and seeking similar relief as the complaint from the Wallace action.

In January 2021, the SEC’s Division of Enforcement informed the Company that it was investigating certain disclosures made in filings with the SEC, including in connection with the Proposed Transaction. The Company is fully cooperating with the SEC’s investigation.

The Company believes the outcome of these matters cannot be determined at this time.

Stockholders’ Equity

12 Months Ended

Dec. 31, 2020

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' EQUITY (As Restated)

NOTE 7. STOCKHOLDERS’ EQUITY

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

Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2020 and 2019, there were 6,668,084 and 2,369,468 shares of Class A common stock issued or outstanding, excluding 11,126,916 and 15,425,532 shares of common stock subject to possible redemption, respectively.

Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At December 31, 2020 and 2019, there were 4,312,500 shares of Class B common stock issued and outstanding.

Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a 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 (not including the shares of Class A common stock underlying the Placement Units) 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, any private placement-equivalent warrants issued, or to be issued, to any seller in a Business Combination, any private placement equivalent securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

Warrants

12 Months Ended

Dec. 31, 2020

Derivative Instruments and Hedging Activities Disclosure [Abstract]

WARRANTS

NOTE 8. WARRANTS

Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the 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, the Company 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 60^th 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, 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 warrants become exercisable, the Company may redeem the Public Warrants:

	●	in whole and not in part;

	●	at a price of $0.01 per warrant;

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

	●	if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share 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.

If and when the 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.

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

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per 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”), and (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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a 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 higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Placement Warrants and the Class A common stock issuable upon the exercise of the 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 Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Income Tax

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

INCOME TAX

NOTE 9. INCOME TAX

The Company did not have any significant deferred tax assets or liabilities as of December 31, 2020 and 2019.

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

	December 31,
	2020			2019
Deferred tax asset
Organizational costs/Startup expenses	$	763,877		$	24,483
Total deferred tax asset		763,877			24,483
Valuation allowance		(763,877	)		(24,483	)
Deferred tax asset, net of allowance	$	—		$	—

The income tax provision consists of the following:

	December 31,
	2020			2019
Federal
Current	$	178,866		$	47,567
Deferred		(739,394	)		(24,483	)

State
Current	$	—		$	—
Deferred		—			—
Change in valuation allowance		739,394			24,483
Income tax provision	$	178,866		$	47,567

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

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2020 and the period from May 28, 2019 (inception) through December 31, 2019, the change in the valuation allowance was $739,394 and $24,483, respectively.

A reconciliation of the federal income tax rate to the Company’s effective tax rate for the year ended December 31, 2020 and for the period from May 28, 2019 (inception) through December 31, 2019 is as follows:

	December 31,
	2020			2019

Statutory federal income tax rate		21.0	%		21.0	%
Change in fair value of warrant liability		(19.7	)%		(23.9	)%
Transaction costs allocable to warrant liabilities		—	%		3.3	%
Change in valuation allowance		(1.7	)%		0.5	%
Income tax provision		(0.4	)%		0.9	%

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

- Definition

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

+ References + Details

Fair Value Measurements

12 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS (As Restated)

NOTE 10. FAIR VALUE MEASUREMENTS

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

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

	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

	Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying consolidated balance sheets and adjusted for the amortization or accretion of premiums or discounts.

At December 31, 2020, assets held in the Trust Account were comprised of $636 in cash and $173,107,113 in U.S. Treasury securities. During the year ended December 31, 2020, the Company withdrew $872,653 of interest income from the Trust Account to pay for franchise and income taxes.

At December 31, 2019, assets held in the Trust Account were comprised of $873 in cash and $172,845,138 in U.S. Treasury securities. During the period from May 28, 2019 (inception) through December 31, 2019, the Company did not withdraw any interest income from the Trust Account.

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and 2019 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 December 31, 2020 and 2019 are as follows:

Assets:	Held-To-Maturity	Level		Amortized Cost		Gross Holding Gain		Fair Value
December 31, 2020	U.S. Treasury Securities (Mature on 1/5/2021)		1	$	173,107,113	$	1,887	$	173,109,000

December 31, 2019	U.S. Treasury Securities (Matured on 5/14/2020)		1	$	172,845,138	$	13,410	$	172,858,548

Liabilities:	Level		December 31, 2020		December 31, 2019
Warrant Liability – Public Warrants		1		45,625,388		7,331,250
Warrant Liability – Private Placement Warrants		3		2,452,500		525,925

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Company’s consolidated 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 consolidated statement of operations.

Initial Measurement

The Company established the initial fair value for the Warrants on November 13, 2019, the date of the Company’s Initial Public Offering, using a Black-Scholes Model for private warrants and a Post-Acquisition Simulation for public warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of common stock and one-third of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of common shares, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to common shares subject to possible redemption, and common shares based on their relative fair values at the initial measurement date.

The key inputs into the Black-Scholes model for the Private Placement Warrants were as follows at initial measurement:

Input	November 13, 2019 (Initial Measurement)
Risk-free interest rate		1.73	%
Holding period (years)		5.25
Volatility		25.00	%
Exercise price	$	11.50
Underlying value	$	9.50

The key inputs into the Post-Acquisition Simulation for the Public Warrants were as follows at initial measurement:

Input	November 13, 2019 (Initial Measurement)
Risk-free interest rate		1.73	%
Holding period (days)		1,260
Volatility		25.00	%
Warrant redemption price	$	18.00

On November 13, 2019, the Private Placement Warrants and Public Warrants were determined to be $1.67 and $1.57 per warrant for aggregate values of $0.5 million and $13.5 million, respectively.

Subsequent Measurement

The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 31, 2020 and 2019 is classified as Level 1 due to the use of an observable market quote in an active market.

The key inputs into the Black-Scholes model for the Private Placement Warrants were as follows at December 31, 2020 and 2019:

Input	December 31, 2020			December 31, 2019
Risk-free interest rate		0.31	%		1.74	%
Holding period (years)		5.25			5.25
Volatility		25.00	%		25.00	%
Exercise price	$	11.50		$	11.50
Underlying value	$	10.08		$	9.96

As of December 31, 2020, the aggregate values of the Private Placement Warrants and Public Warrants were $2.5 million and $45.6 million, respectively.

As of December 31, 2019, the aggregate values of the Private Placement Warrants and Public Warrants were approximately $526,000 and $7.3 million, respectively.

The table below presents the Public and Private Warrants at Level 3 from initial measurement to December 31, 2020.

	Private Placement		Public			Warrant Liabilities
Fair value – May 28, 2019	$	—	$	—		$	—
Initial measurement on November 13, 2019 (IPO)		455,075		13,541,250			13,996,325
Change in fair value		70,850		(6,210,000	)		(6,139,150	)
Transfers out of Level 3		—		(7,331,250	)		(7,331,250	)
Fair value as of December 31, 2019	$	525,925	$	—		$	525,925
Change in fair value		1,926,575		—			1,926,575
Fair value as of December 31, 2020	$	2,452,500	$	—		$	2,452,500

Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, the Company had transfers out of Level 3 totaling $7,331,250, which represents the fair value of the warrants as of December 31, 2019. For each reporting period subsequent to December 31, 2019, the fair value of the Public Warrants are valued using an active market and are classified as Level 1 within the fair value hierarchy.

Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in categorization within the fair value hierarchy are recognized at the end of each reporting period based on changes in estimates or assumptions and recorded as appropriate.

- Definition

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

+ References + Details

Subsequent Events

12 Months Ended

Dec. 31, 2020

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 11. SUBSEQUENT EVENTS

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

In February 2021, Stable Road Capital LLC and DIBALYD Investments, an affiliate of Nala Investments, each loaned $300,000 to the Company pursuant to non-interest bearing promissory notes in order to finance transaction and working capital costs. The promissory notes mature upon the earlier of June 30, 2021 or the consummation of the Company’s initial Business Combination.

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Principles of Consolidation

Principles of Consolidation

Emerging Growth Company

Emerging Growth Company

Use of Estimates

Use of Estimates

Class A Common Stock Subject to Possible Redemption

Class A Common Stock Subject to Possible Redemption

Offering Costs

Offering Costs

Warrant Liabilities

Warrant Liabilities

Income Taxes

Income Taxes

Net Income (Loss) per Common Share

Net Income (Loss) per Common Share

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

	Year Ended December 31,			For the Period from May 28, 2019 (Inception) Through December 31,
	2020			2019
Redeemable Class A Common Stock
Numerator: Net Income (loss) allocable to Redeemable Class A Common Stock
Interest Income	$	1,134,391		$	346,011
Income and Franchise Tax		(378,916	)		(167,069	)
Redeemable Net Income	$	755,475		$	178,942
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		17,250,000			17,250,000
Net Income (loss)/Basic and Diluted Redeemable Class A Common Stock	$	0.04		$	0.01

Non-Redeemable Class A and B Common Stock
Numerator: Net Income (loss) minus Redeemable Net Income (loss)
Net Income (loss)	$	(42,986,163	)	$	5,343,820
Redeemable Net Income (Loss)		(755,475	)		(178,942	)
Non-Redeemable Net Income (loss)	$	(43,741,638	)	$	5,164,878
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class A and B Common Stock, Basic		4,857,500			4,041,761
Net Income (loss)/Basic Non-Redeemable Class A and B Common Stock	$	(9.00	)	$	1.28
Non-Redeemable Class A and B Common Stock, Diluted		4,857,500			4,168,777
Net Income (loss)/ Diluted Non-Redeemable Class A and B Common Stock	$	(9.00	)	$	1.24

Concentration of Credit Risk

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Recently Accounting Standards

Recently Accounting Standards

Restatement of Previously Issued Consolidated Financial Statements (Tables)

12 Months Ended

Dec. 31, 2020

Condensed Financial Information Disclosure [Abstract]

Schedule of financial statement

	As Previously Reported			Adjustments			As Restated
Balance sheet as of November 13, 2019 (audited)
Warrant Liabilities	$	—		$	13,996,325		$	13,996,325
Total Liabilities		6,902,150			13,996,325			20,898,475
Class A Common Stock Subject to Possible Redemption		162,038,390			(13,996,330	)		148,042,060
Class A Common Stock		159			140			299
Additional Paid-in Capital		5,011,163			857,554			5,868,717
(Accumulated Deficit) Retained Earnings		(11,750	)		(857,689	)		(869,439	)
Total Stockholders’ Equity		5,000,003			5			5,000,008
Number of Class A common stock subject to redemption		16,203,839			(1,399,633	)		14,804,206

Balance sheet as of December 31, 2019 (audited)
Warrant Liabilities	$	—		$	7,857,175		$	7,857,175
Total Liabilities		7,095,309			7,857,175			14,952,484
Class A Common Stock Subject to Possible Redemption		162,112,500			(7,857,180	)		154,255,320
Class A Common Stock		158			78			236
Additional Paid-in Capital		4,937,054			(4,937,054	)		0
(Accumulated Deficit) Retained Earnings		62,359			4,936,981			4,999,340
Total Stockholders’ Equity		5,000,002			5			5,000,004

Balance sheet as of March 31, 2020 (unaudited)
Warrant Liabilities	$	—		$	6,907,475		$	6,907,475
Total Liabilities		7,240,139			6,907,475			14,147,614
Class A Common Stock Subject to Possible Redemption		162,371,970			(6,907,480	)		155,464,490
Class A Common Stock		156			69			225
Additional Paid-in Capital		4,677,586			(4,677,586	)		0
(Accumulated Deficit) Retained Earnings		321,830			4,677,522			4,999,352
Total Stockholders’ Equity		5,000,003			5			5,000,008

Balance sheet as of June 30, 2020 (unaudited)
Warrant Liabilities	$	—		$	5,721,775		$	5,721,775
Total Liabilities		7,038,476			5,721,775			12,760,251
Class A Common Stock Subject to Possible Redemption		162,408,340			(5,721,780	)		156,686,560
Class A Common Stock		155			57			212
Additional Paid-in Capital		4,641,217			(4,641,217	)		0
(Accumulated Deficit) Retained Earnings		358,202			4,641,165			4,999,367
Total Stockholders’ Equity		5,000,005			5			5,000,010

Balance sheet as of September 30, 2020 (unaudited)
Warrant Liabilities	$	—		$	10,424,088		$	10,424,088
Total Liabilities		6,989,141			10,424,088			17,413,229
Class A Common Stock Subject to Possible Redemption		162,243,730			(10,424,090	)		151,819,640
Class A Common Stock		157			104			261
Additional Paid-in Capital		4,805,825			61,046			4,866,871
Accumulated Deficit) Retained Earnings		193,592			(61,148	)		132,444
Total Stockholders’ Equity		5,000,005			2			5,000,007

Balance sheet as of December 31, 2020 (audited)
Warrant Liabilities	$	—		$	48,077,888		$	48,077,888
Total Liabilities		9,385,896			48,077,888			57,463,784
Class A Common Stock Subject to Possible Redemption		159,347,050			(48,077,890	)		111,269,160
Class A Common Stock		186			480			666
Additional Paid-in Capital		7,702,476			37,714,470			45,416,946
Accumulated Deficit		(2,703,091	)		(37,714,948	)		(40,418,039	)
Total Stockholders’ Equity		5,000,002			2			5,000,004

Statement of operations for period from May 28, 2019 (inception) through December 31, 2019 (audited)
Net income (loss)	$	62,359		$	$5,281,461		$	5,343,820
Transaction Costs		—			(857,689	)		(857,689	)
Change in fair value of warrant liabilities		—			6,139,150			6,139,150
Basic net loss per share, Class A and Class B non-redeemable common stock		(0.03	)		1.31			1.28
Diluted net loss per share, Class A and Class B non-redeemable common stock		—			1.24			1.24

Statement of operations for the Three months ended March 31, 2020 (unaudited)
Net income (loss)	$	259,471		$	949,700		$	1,209,171
Change in fair value of warrant liabilities		—			949,700			949,700
Basic and diluted net income (loss) per share, Class A and Class B non-redeemable common stock		(0.04	)		0.20			0.16

Statement of operations for the Three months ended June 30, 2020 (unaudited)
Net income (loss)	$	36,372		$	1,185,700		$	1,222,072
Change in fair value of warrant liabilities		—			1,185,700			1,185,700
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock		(0.05	)		0.24			0.19

Statement of operations for the Six months ended June 30, 2020 (unaudited)
Net income (loss)	$	295,843		$	2,135,400		$	2,431,243
Change in fair value of warrant liabilities		—			2,135,400			2,135,400
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock		(0.09	)		0.44			0.35

Statement of operations for the Three months ended September 30, 2020 (unaudited)
Net income (loss)	$	(164,610	)	$	(4,702,313	)	$	(4,866,923	)
Change in fair value of warrant liabilities		—			(4,702,313	)		(4,702,313	)
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock		(0.04	)		(0.96	)		(1.00	)

Statement of operations for the Nine months ended September 30, 2020 (unaudited)
Net income (loss)	$	131,233		$	(2,566,913	)	$	(2,435,680	)
Change in fair value of warrant liabilities		—			(2,566,913	)		(2,566,913	)
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock		(0.13	)		(0.53	)		(0.66	)

Statement of operations for the Year ended December 31, 2020 (audited)
Net income (loss)	$	(2,765,450	)	$	(40,220,713	)	$	(42,986,163	)
Change in fair value of warrant liabilities		—			(40,220,713	)		(40,220,713	)
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock		(0.72	)		(8.28	)		(9.00	)

Statements of Cash Flows for the Period ended December 31, 2019 (audited)
Net income (loss)	$	62,359		$	$5,281,461		$	5,343,820
Transaction costs allocable to warrant liabilities		—			857,689			857,689
Change in fair value of warrant liabilities		—			(6,139,150	)		(6,139,150	)

Statements of Cash Flows for the Three months ended March 31, 2020 (unaudited)
Net income (loss)	$	259,471		$	949,700		$	1,209,171
Change in fair value of warrant liabilities		—			(949,700	)		(949,700	)

Statements of Cash Flows for the Six months ended June 30, 2020 (unaudited)
Net income (loss)	$	295,843		$	2,135,400		$	2,431,243
Change in fair value of warrant liabilities		—			(2,135,400	)		(2,135,400	)

Statements of Cash Flows for the Nine months ended September 30, 2020 (unaudited)
Net income (loss)	$	131,233		$	(2,566,913	)	$	(2,435,680	)
Change in fair value of warrant liabilities		—			2,566,913			2,566,913

Statements of Cash Flows for the Year ended December 31, 2020 (audited)
Net income (loss)	$	(2,765,450	)	$	(40,220,713	)	$	(42,986,163	)
Change in fair value of warrant liabilities		—			40,220,713			40,220,713

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

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

	Year Ended December 31,			For the Period from May 28, 2019 (Inception) Through December 31,
	2020			2019
Redeemable Class A Common Stock
Numerator: Net Income (loss) allocable to Redeemable Class A Common Stock
Interest Income	$	1,134,391		$	346,011
Income and Franchise Tax		(378,916	)		(167,069	)
Redeemable Net Income	$	755,475		$	178,942
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		17,250,000			17,250,000
Net Income (loss)/Basic and Diluted Redeemable Class A Common Stock	$	0.04		$	0.01

Non-Redeemable Class A and B Common Stock
Numerator: Net Income (loss) minus Redeemable Net Income (loss)
Net Income (loss)	$	(42,986,163	)	$	5,343,820
Redeemable Net Income (Loss)		(755,475	)		(178,942	)
Non-Redeemable Net Income (loss)	$	(43,741,638	)	$	5,164,878
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class A and B Common Stock, Basic		4,857,500			4,041,761
Net Income (loss)/Basic Non-Redeemable Class A and B Common Stock	$	(9.00	)	$	1.28
Non-Redeemable Class A and B Common Stock, Diluted		4,857,500			4,168,777
Net Income (loss)/ Diluted Non-Redeemable Class A and B Common Stock	$	(9.00	)	$	1.24

Income Tax (Tables)

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Schedule of net deferred tax assets

	December 31,
	2020			2019
Deferred tax asset
Organizational costs/Startup expenses	$	763,877		$	24,483
Total deferred tax asset		763,877			24,483
Valuation allowance		(763,877	)		(24,483	)
Deferred tax asset, net of allowance	$	—		$	—

Schedule of net income tax provision

	December 31,
	2020			2019
Federal
Current	$	178,866		$	47,567
Deferred		(739,394	)		(24,483	)

State
Current	$	—		$	—
Deferred		—			—
Change in valuation allowance		739,394			24,483
Income tax provision	$	178,866		$	47,567

Schedule reconciliation of federal income tax rate and effective tax rate

	December 31,
	2020			2019

Statutory federal income tax rate		21.0	%		21.0	%
Change in fair value of warrant liability		(19.7	)%		(23.9	)%
Transaction costs allocable to warrant liabilities		—	%		3.3	%
Change in valuation allowance		(1.7	)%		0.5	%
Income tax provision		(0.4	)%		0.9	%

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Schedule of fair value of held-to-maturity securities

Assets:	Held-To-Maturity	Level		Amortized Cost		Gross Holding Gain		Fair Value
December 31, 2020	U.S. Treasury Securities (Mature on 1/5/2021)		1	$	173,107,113	$	1,887	$	173,109,000

December 31, 2019	U.S. Treasury Securities (Matured on 5/14/2020)		1	$	172,845,138	$	13,410	$	172,858,548

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

Liabilities:	Level		December 31, 2020		December 31, 2019
Warrant Liability – Public Warrants		1		45,625,388		7,331,250
Warrant Liability – Private Placement Warrants		3		2,452,500		525,925

Schedule of Private Placement Warrants

Input	November 13, 2019 (Initial Measurement)
Risk-free interest rate		1.73	%
Holding period (years)		5.25
Volatility		25.00	%
Exercise price	$	11.50
Underlying value	$	9.50

Input	November 13, 2019 (Initial Measurement)
Risk-free interest rate		1.73	%
Holding period (days)		1,260
Volatility		25.00	%
Warrant redemption price	$	18.00

Input	December 31, 2020			December 31, 2019
Risk-free interest rate		0.31	%		1.74	%
Holding period (years)		5.25			5.25
Volatility		25.00	%		25.00	%
Exercise price	$	11.50		$	11.50
Underlying value	$	10.08		$	9.96

Schedule of Private Placement Warrants and Public Warrants

	Private Placement		Public			Warrant Liabilities
Fair value – May 28, 2019	$	—	$	—		$	—
Initial measurement on November 13, 2019 (IPO)		455,075		13,541,250			13,996,325
Change in fair value		70,850		(6,210,000	)		(6,139,150	)
Transfers out of Level 3		—		(7,331,250	)		(7,331,250	)
Fair value as of December 31, 2019	$	525,925	$	—		$	525,925
Change in fair value		1,926,575		—			1,926,575
Fair value as of December 31, 2020	$	2,452,500	$	—		$	2,452,500

Description of Organization and Business Operations (Details) - USD ($)			7 Months Ended	12 Months Ended
	Oct. 07, 2020	Nov. 13, 2019	Dec. 31, 2019	Dec. 31, 2020
Description of Organization and Business Operations (Details) [Line Items]
Share price unit (in Dollars per share)		$ 10.00		$ 10.00
Transaction costs				$ 10,924,857
Underwriting fees				3,450,000
Deferred underwriting fees				6,900,000
Offering costs				$ 574,857
Percentage of assets held in trust account				80.00%
Business combination of voting interest, percentage				50.00%
Dissolution expenses				$ 100,000
Net tangible assets of business combination				$ 5,000,001
Aggregate of public share percentage				15.00%
Obligation to redeem public share				100.00%
Initial public offering price per unit (in Dollars per share)				$ (10.00)
Description of merger agreement				the Merger Agreement, the aggregate merger consideration payable to the equityholders of Momentus will be paid in equity consideration equal to $1,131,000,000, minus Momentus’ indebtedness for borrowed money as of the closing of the Mergers (the “Closing”), plus the amount of Momentus’ cash and cash equivalents (excluding restricted cash as determined in accordance with GAAP, any cash being held on behalf of Momentus’ customers and any security deposits for leases) as of the Closing, plus the aggregate exercise price of all outstanding options and warrants (the “Merger Consideration”). The Merger Consideration payable to the stockholders of Momentus will be paid in shares of newly issued Class A common stock of SRAC, with a deemed value of $10 per share.
Purchase aggregate amount (in Shares)			17,250,000
Merger Agreement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Repurchase agreement description				the Company and Momentus entered into a repurchase agreement (the “Repurchase Agreement”) pursuant to which, amongst other things, the Company has agreed to repurchase a certain number of shares of Class A common stock from an investor of Momentus, at a purchase price of $10.00 per share, immediately following the Closing (the “Repurchase”). The Repurchase is contingent on the amount of available cash the Company has at the Closing from (a) the Private Placement (and any alternative financing arranged by the Company and Momentus in the event the Private Placement becomes unavailable) and (b) the funds in the Company’s trust account (after taking into account payments required to satisfy SRAC’s stockholder redemptions), after further deducting the amount of the Company’s transaction expenses and Momentus’ transaction expenses (“Net Proceeds”) being in excess of $265 million. If Net Proceeds exceed $265,000,000 but are less than $280,000,000, the number of shares of Class A common stock subject to the Repurchase will be equal to the amount by which Net Proceeds exceed $250 million, divided by $10.00. In the event Net Proceeds are in excess of $280,000,000, the number of shares of Class A common stock subject to the Repurchase will be equal to $30,000,000, divided by $10.00. At the closing of the Repurchase, the Company will be entitled to deduct from such cash payment an amount equal to 3.3% of such cash payment (representing PML’s obligation to pay Momentus a portion of its transaction expenses).
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Initial public offering (in Shares)		17,250,000
Gross proceeds		$ 172,500,000
Net offering proceeds		$ 172,500,000
Description of outstanding voting securities				The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.
Description of business combination agreement				(i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets less taxes payable. This liability will not apply with respect to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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. The Company’s independent registered public accounting firm and the underwriter of the Initial Public Offering will not execute agreements with the Company waiving such claims to the monies held in the Trust Account.
Purchase aggregate amount (in Shares)				17,250,000
Price per share (in Dollars per share)				$ 10.00
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Purchase an additional units (in Shares)		2,250,000
Share price unit (in Dollars per share)		$ 10.00
Purchase aggregate amount (in Shares)				2,250,000
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Initial public offering (in Shares)		545,000
Share price unit (in Dollars per share)		$ 10.00
Gross proceeds		$ 5,450,000
Class A common stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Description of business combination				(a) approval by SRAC’s stockholders and Momentus’ stockholders, (b) SRAC having at least $5,000,001 of net tangible assets as of the effective time of the consummation of the Mergers, and (c) the approval of the listing of the shares of Class A common stock to be issued in connection with the Closing on The Nasdaq Stock Market LLC and the effectiveness of a Registration Statement on Form S-4. The Merger Agreement may be terminated under certain customary and limited circumstances prior to the consummation of the Mergers.
Price per share (in Dollars per share)				$ 11.50
Repurchase agreement description				Each Unit consists of one share of Class A common stock 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 a price of $11.50 per share, subject to adjustment (see Note 7).
Class A common stock [Member] \| Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Purchase aggregate amount (in Shares)	17,500,000
Price per share (in Dollars per share)	$ 10.00

Restatement of Previously Issued Consolidated Financial Statements (Details)	12 Months Ended
	Dec. 31, 2020
Condensed Financial Information Disclosure [Abstract]
Outstanding percentage	50.00%

Restatement of Previously Issued Consolidated Financial Statements (Details) - Schedule of financial statement - USD ($)	3 Months Ended			6 Months Ended	7 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2020	Dec. 31, 2019	Sep. 30, 2020	Dec. 31, 2020	Nov. 13, 2019
As Previously Reported [Member]
Condensed Financial Statements, Captions [Line Items]
Warrant Liabilities
Total Liabilities	6,989,141	7,038,476	7,240,139	7,038,476	7,095,309	6,989,141	9,385,896	6,902,150
Class A Common Stock Subject to Possible Redemption	162,243,730	162,408,340	162,371,970	162,408,340	162,112,500	162,243,730	159,347,050	162,038,390
Class A Common Stock	157	155	156	155	158	157	186	159
Additional Paid-in Capital	4,805,825	4,641,217	4,677,586	4,641,217	4,937,054	4,805,825	7,702,476	5,011,163
(Accumulated Deficit) Retained Earnings	193,592	358,202	321,830	358,202	62,359	193,592	(2,703,091)	(11,750)
Total Stockholders’ Equity	5,000,005	5,000,005	5,000,003	5,000,005	5,000,002	5,000,005	5,000,002	5,000,003
Statement of operations for period from May 28, 2019 (inception) through December 31, 2019 (audited)
Net income (loss)	(164,610)	36,372	259,471	295,843	62,359	131,233	(2,765,450)
Transaction costs allocable to warrant liabilities
Change in fair value of warrant liabilities
Statements of Cash Flows for the Year ended December 31, 2020 (audited)
Transaction Costs
Change in fair value of warrant liabilities
Basic and diluted net income (loss) per share, Class A and Class B non-redeemable common stock (in Dollars per share)	$ (0.04)	$ (0.05)	$ (0.04)	$ (0.09)		$ (0.13)	$ (0.72)
Basic net loss per share, Class A and Class B non-redeemable common stock (in Dollars per share)					$ (0.03)
Diluted net loss per share, Class A and Class B non-redeemable common stock (in Dollars per share)
Number of Class A common stock subject to redemption								16,203,839
Adjustments [Member]
Condensed Financial Statements, Captions [Line Items]
Warrant Liabilities	$ 10,424,088	$ 5,721,775	$ 6,907,475	$ 5,721,775	$ 7,857,175	$ 10,424,088	$ 48,077,888	13,996,325
Total Liabilities	10,424,088	5,721,775	6,907,475	5,721,775	7,857,175	10,424,088	48,077,888	13,996,325
Class A Common Stock Subject to Possible Redemption	(10,424,090)	(5,721,780)	(6,907,480)	(5,721,780)	(7,857,180)	(10,424,090)	(48,077,890)	(13,996,330)
Class A Common Stock	104	57	69	57	78	104	480	140
Additional Paid-in Capital	61,046	(4,641,217)	(4,677,586)	(4,641,217)	(4,937,054)	61,046	37,714,470	857,554
(Accumulated Deficit) Retained Earnings	(61,148)	4,641,165	4,677,522	4,641,165	4,936,981	(61,148)	(37,714,948)	(857,689)
Total Stockholders’ Equity	2	5	5	5	5	2	2	5
Statement of operations for period from May 28, 2019 (inception) through December 31, 2019 (audited)
Net income (loss)	(4,702,313)	1,185,700	949,700	2,135,400	5,281,461	(2,566,913)	(40,220,713)
Transaction costs allocable to warrant liabilities					857,689
Change in fair value of warrant liabilities			(949,700)	(2,135,400)	(6,139,150)	2,566,913	40,220,713
Statements of Cash Flows for the Year ended December 31, 2020 (audited)
Transaction Costs					(857,689)
Change in fair value of warrant liabilities	$ (4,702,313)	$ 1,185,700	$ 949,700	$ 2,135,400	$ 6,139,150	$ (2,566,913)	$ (40,220,713)
Basic and diluted net income (loss) per share, Class A and Class B non-redeemable common stock (in Dollars per share)	$ (0.96)	$ 0.24	$ 0.20	$ 0.44		$ (0.53)	$ (8.28)
Basic net loss per share, Class A and Class B non-redeemable common stock (in Dollars per share)					$ 1.31
Diluted net loss per share, Class A and Class B non-redeemable common stock (in Dollars per share)					$ 1.24
Number of Class A common stock subject to redemption								(1,399,633)
As Restated [Member]
Condensed Financial Statements, Captions [Line Items]
Warrant Liabilities	$ 10,424,088	$ 5,721,775	$ 6,907,475	$ 5,721,775	$ 7,857,175	$ 10,424,088	$ 48,077,888	13,996,325
Total Liabilities	17,413,229	12,760,251	14,147,614	12,760,251	14,952,484	17,413,229	57,463,784	20,898,475
Class A Common Stock Subject to Possible Redemption	151,819,640	156,686,560	155,464,490	156,686,560	154,255,320	151,819,640	111,269,160	148,042,060
Class A Common Stock	261	212	225	212	236	261	666	299
Additional Paid-in Capital	4,866,871	0	0	0	0	4,866,871	45,416,946	5,868,717
(Accumulated Deficit) Retained Earnings	132,444	4,999,367	4,999,352	4,999,367	4,999,340	132,444	(40,418,039)	(869,439)
Total Stockholders’ Equity	5,000,007	5,000,010	5,000,008	5,000,010	5,000,004	5,000,007	5,000,004	5,000,008
Statement of operations for period from May 28, 2019 (inception) through December 31, 2019 (audited)
Net income (loss)	(4,866,923)	1,222,072	1,209,171	2,431,243	5,343,820	(2,435,680)	(42,986,163)
Transaction costs allocable to warrant liabilities					857,689
Change in fair value of warrant liabilities			(949,700)	(2,135,400)	(6,139,150)	2,566,913	40,220,713
Statements of Cash Flows for the Year ended December 31, 2020 (audited)
Transaction Costs					(857,689)
Change in fair value of warrant liabilities	$ (4,702,313)	$ 1,185,700	$ 949,700	$ 2,135,400	$ 6,139,150	$ (2,566,913)	$ (40,220,713)
Basic and diluted net income (loss) per share, Class A and Class B non-redeemable common stock (in Dollars per share)	$ (1.00)	$ 0.19	$ 0.16	$ 0.35		$ (0.66)	$ (9.00)
Basic net loss per share, Class A and Class B non-redeemable common stock (in Dollars per share)					$ 1.28
Diluted net loss per share, Class A and Class B non-redeemable common stock (in Dollars per share)					$ 1.24
Number of Class A common stock subject to redemption								$ 14,804,206

Summary of Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs	$ 10,924,857
Charged to stockholders’ equity	10,067,168
Warrants expenses	857,689
Federal depository insurance coverage	$ 250,000
Class A common stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Common stock subject to possible redemptions (in Shares)	11,126,916	15,425,532
Placement units to purchase (in Shares)	8,897,500

Summary of Significant Accounting Policies (Details) - Schedule of calculation of basic and diluted net income (loss) per common share - USD ($)	7 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Numerator: Net Income (loss) allocable to Redeemable Class A Common Stock
Interest Income	$ 346,011	$ 1,134,391
Income and Franchise Tax	(167,069)	(378,916)
Redeemable Net Income	$ 178,942	$ 755,475
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted (in Shares)	17,250,000	17,250,000
Net Income (loss)/Basic and Diluted Redeemable Class A Common Stock (in Dollars per share)	$ 0.01	$ 0.04
Numerator: Net Income (loss) minus Redeemable Net Income (loss)
Net Income (loss)	$ 5,343,820	$ (42,986,163)
Redeemable Net Income (Loss)	$ (178,942)	$ (755,475)
Non-Redeemable Net Income (loss) (in Dollars per share)	$ 5,164,878	$ (43,741,638)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class A and B Common Stock, Basic (in Shares)	4,041,761	4,857,500
Net Income (loss)/Basic Non-Redeemable Class A and B Common Stock (in Dollars per share)	$ 1.28	$ (9.00)
Non-Redeemable Class A and B Common Stock, Diluted (in Shares)	4,168,777	4,857,500
Net Income (loss)/ Diluted Non-Redeemable Class A and B Common Stock (in Dollars per share)	$ 1.24	$ (9.00)

Initial Public Offering (Details) - $ / shares	7 Months Ended	12 Months Ended
Initial Public Offering (Details) - $ / shares	Dec. 31, 2019	Dec. 31, 2020
Initial Public Offering (Details) [Line Items]
Sale of units	17,250,000
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Sale of units		17,250,000
Stock price per unit		$ 10.00
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sale of units		2,250,000
Class A common stock [Member]
Initial Public Offering (Details) [Line Items]
Stock price per unit		$ 11.50
Description of shares		Each Unit consists of one share of Class A common stock 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 a price of $11.50 per share, subject to adjustment (see Note 7).

Private Placement (Details) - USD ($)		7 Months Ended	12 Months Ended
Private Placement (Details) - USD ($)	Oct. 07, 2020	Dec. 31, 2019	Dec. 31, 2020
Private Placement (Details) [Line Items]
Number of placement units (in Shares)		17,250,000
Placement Warrant [Member] \| Sponsor [Member]
Private Placement (Details) [Line Items]
Number of placement units (in Shares)			545,000
Stock price			$ 10.00
Purchase price (in Dollars)			$ 5,450,000
Placement Warrant [Member]
Private Placement (Details) [Line Items]
Placement unit description			Each Placement Unit consists of one share of Class A common stock (“Placement Share”) and one-half of one redeemable warrant (“Placement Warrant”). Each whole Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account.
Class A common stock [Member]
Private Placement (Details) [Line Items]
Stock price			$ 11.50
Placement unit description			Each Unit consists of one share of Class A common stock 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 a price of $11.50 per share, subject to adjustment (see Note 7).
Class A common stock [Member] \| Placement Warrant [Member]
Private Placement (Details) [Line Items]
Number of placement units (in Shares)	17,500,000
Stock price	$ 10.00

Related Party Transactions (Details) - USD ($)

1 Months Ended

7 Months Ended

12 Months Ended

Nov. 08, 2019

Jun. 30, 2019

Jun. 28, 2019

Dec. 31, 2019

Dec. 31, 2020

Nov. 13, 2019

Stock issued during period, value, new issues

^[1]

$ 25,000

Liquidation expenses

$ 10,000

Administrative fees

$ 20,000

$ 120,000

Services fees

$ 20,000

30,000

Expenses related to public offering

$ 300,000

Related party borrowings outstanding

$ 222,725

Working capital loans

$ 1,500,000

Business combination price per share (in Dollars per share)

$ 10.00

Founder Shares [Member]

Founder shares subject to forfeiture (in Shares)

562,500

Issued and outstanding shares of public offering, percentage

20.00%

Initial business combination, description

Over-Allotment Option [Member] | Founder Shares [Member]

Founder shares subject to forfeiture (in Shares)

562,500

Class B common stock [Member]

Stock Issued During Period, Shares, New Issues (in Shares) (in Shares)

^[1]

4,312,500

Stock issued during period, value, new issues

^[1]

$ 431

Class B common stock [Member] | Founder Shares [Member]

Stock Issued During Period, Shares, New Issues (in Shares) (in Shares)

4,312,500

Stock issued during period, value, new issues

$ 25,000

[1]	Included up to 562,500 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter.

Commitments and Contingencies (Details)	12 Months Ended
Commitments and Contingencies (Details)	Dec. 31, 2020 USD ($) $ / shares
Commitments and Contingencies (Details) [Line Items]
Registration rights, description	Cantor may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years after the effective date of the registration statement and may not exercise its demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
IPO [Member]
Commitments and Contingencies (Details) [Line Items]
Underwriting sold in public offering \| $	$ 3,450,000
Underwriting discount of gross \| $ / shares	$ 0.20
Deferred fee \| $ / shares	$ 0.40
Aggregate sold in public offering \| $	$ 6,900,000

Stockholders’ Equity (Details) - $ / shares	12 Months Ended
Stockholders’ Equity (Details) - $ / shares	Dec. 31, 2020	Dec. 31, 2019
Stockholders’ Equity (Details) [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Public warrants, description	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 (not including the shares of Class A common stock underlying the Placement Units) 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, any private placement-equivalent warrants issued, or to be issued, to any seller in a Business Combination, any private placement equivalent securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company).
Class A common stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	6,668,084	2,369,468
Common stock, shares outstanding	6,668,084	2,369,468
Common stock subject to possible redemption	11,126,916	15,425,532
Class B common stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized	10,000,000	10,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	4,312,500	4,312,500
Common stock, shares outstanding	4,312,500	4,312,500

Warrants (Details)	12 Months Ended
Warrants (Details)	Dec. 31, 2020
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Warrant expire	5 years
Public warrants, description	● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption; and ● if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share 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.
Business combination, description	(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 a 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”), and (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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a 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 higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Income Tax (Details) - USD ($)	7 Months Ended	12 Months Ended
Income Tax (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Valuation allowance	$ 24,483	$ 739,394

Income Tax (Details) - Schedule of net deferred tax assets - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Deferred tax asset
Organizational costs/Startup expenses	$ 763,877	$ 24,483
Total deferred tax asset	763,877	24,483
Valuation allowance	(763,877)	(24,483)
Deferred tax asset, net of allowance

Income Tax (Details) - Schedule of net income tax provision - USD ($)	7 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Federal
Current	$ 47,567	$ 178,866
Deferred	(24,483)	(739,394)
State
Current
Deferred
Change in valuation allowance	24,483	739,394
Income tax provision	$ 47,567	$ 178,866

- Definition

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

+ References + Details

Income Tax (Details) - Schedule reconciliation of federal income tax rate and effective tax rate	7 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Schedule reconciliation of federal income tax rate and effective tax rate [Abstract]
Statutory federal income tax rate	21.00%	21.00%
Change in fair value of warrant liability	(23.90%)	(19.70%)
Transaction costs allocable to warrant liabilities	3.30%
Change in valuation allowance	0.50%	(1.70%)
Income tax provision	0.90%	(0.40%)

Fair Value Measurements (Details) - USD ($)		7 Months Ended	12 Months Ended
Fair Value Measurements (Details) - USD ($)	Nov. 13, 2019	Dec. 31, 2019	Dec. 31, 2020
Fair Value Measurements (Details) [Line Items]
Assets held in the trust account, cash		$ 873	$ 636
Interest income			872,653
Total fair value		7,331,250
Private placement warrants [Member]
Fair Value Measurements (Details) [Line Items]
Price per warrants (in Dollars per share)	$ 1.67
Aggregate value	$ 500,000	526,000	2,500,000
Public Warrants [Member]
Fair Value Measurements (Details) [Line Items]
Price per warrants (in Dollars per share)	$ 1.57
Aggregate value	$ 13,500,000	7,300,000	45,600,000
U.S. Treasury Securities [Member]
Fair Value Measurements (Details) [Line Items]
Assets held in the trust account, cash		$ 172,845,138	$ 173,107,113

Fair Value Measurements (Details) - Schedule of fair value of held-to-maturity securities - Fair Value, Inputs, Level 1 [Member] - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Schedule of Held-to-maturity Securities [Line Items]
Amortized Cost	$ 173,107,113	$ 172,845,138
Gross Holding Gain	1,887	13,410
Fair Value	$ 173,109,000	$ 172,858,548
U.S. Treasury Securities [Member]
Schedule of Held-to-maturity Securities [Line Items]
Held-To-Maturity	Jan. 05, 2021	May 14, 2020

Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis - USD ($)	7 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Fair Value, Inputs, Level 1 [Member] \| Warrant Liability – Public Warrants [Member]
Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis [Line Items]
Total liabilities	$ 7,331,250	$ 45,625,388
Fair Value, Inputs, Level 3 [Member] \| Warrant liability – Private Placement Warrants [Member]
Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis [Line Items]
Total liabilities	$ 525,925	$ 2,452,500

Fair Value Measurements (Details) - Schedule of Private Placement Warrants - $ / shares		7 Months Ended	12 Months Ended
	Nov. 13, 2019	Dec. 31, 2019	Dec. 31, 2020
Schedule of Private Placement Warrants [Abstract]
Risk-free interest rate	1.73%	1.74%	0.31%
Holding period (days)	1260 years
Holding period (years)	5 years 3 months	5 years 3 months	5 years 3 months
Volatility	25.00%	25.00%	25.00%
Warrant redemption price (in Dollars per share)	$ 18.00
Exercise price (in Dollars per share)	11.50	$ 11.50	$ 11.50
Underlying value (in Dollars per share)	$ 9.50	$ 9.96	$ 10.08

Fair Value Measurements (Details) - Schedule of Private Placement Warrants and Public Warrants - USD ($)	7 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Private Placement [Member]
Fair Value Measurements (Details) - Schedule of Private Placement Warrants and Public Warrants [Line Items]
Fair value		$ 525,925
Fair value	525,925	2,452,500
Initial measurement on November 13, 2019 (IPO)	455,075
Change in fair value	70,850	1,926,575
Transfers out of Level 3
Public [Member]
Fair Value Measurements (Details) - Schedule of Private Placement Warrants and Public Warrants [Line Items]
Fair value
Fair value
Initial measurement on November 13, 2019 (IPO)	13,541,250
Change in fair value	(6,210,000)
Transfers out of Level 3	(7,331,250)
Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of Private Placement Warrants and Public Warrants [Line Items]
Fair value		525,925
Fair value	525,925	2,452,500
Initial measurement on November 13, 2019 (IPO)	13,996,325
Change in fair value	(6,139,150)	$ 1,926,575
Transfers out of Level 3	$ (7,331,250)

Subsequent Events (Details)	Feb. 28, 2021 USD ($)
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Working capital costs	$ 300,000