0001493152-21-007884 | 10-K | XBRL Viewer | BIG Cypress Acquisition Corp

2,156,250

Unsecured promissory note

$ 0.012

Cash

$ 84,836

Working capital deficit

219,107

150,000

Sponsor [Member]

Capital contribution

$ 25,000

Common Stock [Member]

Subsequent Event [Member]

^[1]

2,875,000

Pro rata interest

$ 10.10

Subsequent Event [Member] | Maximum [Member]

The Company's Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 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, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company's indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company's Sponsor's only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.

The Company's initial stockholder has agreed not to transfer, assign or sell 50% of its founder shares until the earlier to occur of (A) six months after the completion of the Company's initial business combination or (B) the date the last sale price of the Company's common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Company's initial business combination, and not to transfer, assign or sell the remaining 50% of the founder shares until six months after the completion of the Company's initial business combination, or earlier, if, in either case, subsequent to the Company's initial business combination, the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company's initial stockholders with respect to any founder shares.

Working capital deficit

$ 1,200,000

Operating bank account

1,200,000

Interest to pay dissolution expenses

$ 100,000

Subsequent Event [Member] | Common Stock [Member]

Subsequent Event [Member] | Closing of the IPO [Member] | Sponsor [Member]

$ 11.50

Proceeds from sale of units

$ 10.00

Sale of units

417,200

$ 4,172,000

Subsequent Event [Member] | Distinguishing Liabilities from Equity [Member]

Business combination description

The shares of common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

Subsequent Event [Member] | IPO [Member]

11,500,000

Proceeds from sale of units

$ 10.00

$ 116,150,000

Description of units

Each Unit consists of one share of common stock, and one-half redeemable warrant to purchase one share of common stock at a price of $11.50 per whole share.

Transaction costs

$ 6,038,360

Underwriting fee

1,529,500

Deferred underwriting fee

4,220,500

Other offering costs

$ 288,360

Subsequent Event [Member] | Over-Allotment Option [Member]

The Company will have 15 months (or up to 21 months) from the closing of the IPO to consummate a Business Combination (the "Combination Period"). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the trust account, 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 franchise and income taxes, divided by the number of then outstanding public shares, subject to applicable law and as further described in registration statement, and then seek to dissolve and liquidate.

1,500,000

Preferred stock, shares authorized

$ 10.00

Proceeds from IPO

$ 115,000,000

[1]

Related Party Transactions (Details Narrative) - USD ($)								2 Months Ended
	Jan. 14, 2021	Jan. 04, 2021	Jan. 03, 2021	Dec. 07, 2020	Nov. 20, 2020	Nov. 19, 2020	Nov. 13, 2020	Dec. 31, 2020
Stock issued during the period, shares					2,156,250
Stock issued during the period					$ 25,000			$ 25,000
Shares issued price per share					$ 0.012
Shares forfeited during the period								375,000
Common stock, shares outstanding								2,875,000
Proceeds from issuance of promissory note to related party								$ 150,000
Debt conversion description								Up to $1,500,000 of such Working Capital Loans may be convertible into units at a price of $10.00 per unit at the option of the lender, upon consummation of the Company's Initial Business Combination.
Service fee expense								$ 7,742
Subsequent Event [Member]
Shares exercised during the period		375,000
Agreement description	The Company's Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 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, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company's indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company's Sponsor's only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.	The Company's initial stockholder has agreed not to transfer, assign or sell 50% of its founder shares until the earlier to occur of (A) six months after the completion of the Company's initial business combination or (B) the date the last sale price of the Company's common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Company's initial business combination, and not to transfer, assign or sell the remaining 50% of the founder shares until six months after the completion of the Company's initial business combination, or earlier, if, in either case, subsequent to the Company's initial business combination, the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company's initial stockholders with respect to any founder shares.
Working Capital Loans
Subsequent Event [Member] \| Over-Allotment Option [Member]
Stock issued during the period, shares	1,500,000
Shares issued price per share	$ 10.00
Shares exercised during the period	375,000
Founder Shares [Member] \| Subsequent Event [Member]
Shares forfeited during the period			375,000
Common stock, shares outstanding			2,875,000
Founder Shares [Member] \| Subsequent Event [Member] \| Over-Allotment Option [Member]
Shares exercised during the period	375,000
Sponsor [Member]
Debt instrument maturity date						This loan is non-interest bearing and payable on the earlier of March 31, 2021 or the completion of the IPO.
Monthly fee								$ 10,000
Sponsor [Member] \| Maximum [Member]
Unsecured promissory note						$ 250,000
Sponsor [Member] \| Subsequent Event [Member]
Shares forfeited during the period		343,125
Common stock, shares outstanding		2,630,625
Sponsor [Member] \| Founder Shares [Member]
Stock issued during the period, shares							2,156,250
Stock issued during the period							$ 25,000
Shares issued price per share							$ 0.012
Shares forfeited during the period				161,719
Sponsor [Member] \| Founder Shares [Member] \| Subsequent Event [Member]
Shares forfeited during the period		28,750
Shares owned		2,630,625
Agreement description		The Sponsor has agreed not to transfer, assign or sell 50% of its founder shares until the earlier to occur of (A) six months after the completion of the Company's initial business combination or (B) the date the last sale price of the Company's common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Company's initial business combination, and the remaining 50% of the founder shares until six months after the completion of the Company's initial business combination, or earlier, if, in either case, subsequent to the Company's initial business combination, the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Ladenburg and Certain Employees [Member] \| Subsequent Event [Member]
Shares forfeited during the period		31,875
Ladenburg and Certain Employees [Member] \| Representative Shares [Member]
Stock issued during the period, shares				161,719
Stock issued during the period				$ 1,875
Shares issued price per share				$ 0.012
Ladenburg and Certain Employees [Member] \| Representative Shares [Member] \| Subsequent Event [Member]
Stock issued during the period, shares		28,750
Stock issued during the period		$ 230
Shares issued price per share		$ 0.008
Shares forfeited during the period			31,875
Common stock, shares outstanding		244,375
Shares exercised during the period			31,875
Shares owned			244,375

Stockholders' Equity (Details Narrative) - USD ($)

2 Months Ended

Jan. 14, 2021

Jan. 04, 2021

Jan. 03, 2021

Dec. 07, 2020

Nov. 20, 2020

Nov. 13, 2020

Dec. 31, 2020

1,000,000

Preferred stock, par value

$ 0.0001

Preferred stock, shares issued

Preferred stock, shares outstanding

Common stock, par value

$ 0.0001

Common stock, shares authorized

50,000,000

2,156,250

$ 25,000

$ 0.012

375,000

Subsequent Event [Member]

2,875,000

Shares exercised during the period

375,000

Subsequent Event [Member] | Warrant [Member]

Redemption of warrant description

In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company's board of directors and, in the case of any such issuance to the Company's sponsor or its affiliates, without taking into account any founder shares held by the Company's sponsor or its affiliates, prior to such issuance) (the "Newly Issued Price"), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company's common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial business combination (such price, the "Market Value") is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under "Redemption of warrants" will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Once the warrants become exercisable, the Company may call the warrants for redemption: 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 (the "30-day redemption period") to each warrant holder; and if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company send the notice of redemption to the warrant holders.

Subsequent Event [Member] | Sponsor [Member]

343,125

Subsequent Event [Member] | Ladenburg and Certain Employees [Member]

2,630,625

Founder Shares [Member] | Sponsor [Member]

31,875

2,156,250

$ 25,000

$ 0.012

Founder Shares [Member] | Subsequent Event [Member]

161,719

375,000

Founder Shares [Member] | Subsequent Event [Member] | Sponsor [Member]

2,875,000

28,750

Representative Shares [Member] | Ladenburg and Certain Employees [Member]

The Sponsor has agreed not to transfer, assign or sell 50% of its founder shares until the earlier to occur of (A) six months after the completion of the Company's initial business combination or (B) the date the last sale price of the Company's common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Company's initial business combination, and the remaining 50% of the founder shares until six months after the completion of the Company's initial business combination, or earlier, if, in either case, subsequent to the Company's initial business combination, the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property.

161,719

$ 1,875

Representative Shares [Member] | Subsequent Event [Member] | Ladenburg and Certain Employees [Member]

$ 0.012

28,750

$ 230

$ 0.008

31,875

Shares exercised during the period

244,375

31,875

Common Stock [Member]

^[1]

2,875,000

Common Stock [Member] | Subsequent Event [Member]

$ 288

Sponsor [Member] | Founder Shares [Member]

$ 11.50

Ladenburg and Certain Employees [Member] | Representative Shares [Member]

161,719

161,719

$ 1,875