CHP Merger (CHPM) 10-K/A22 Jul 212020 FY Annual report (amended)Financial data

Company Profile

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2020	Jul. 21, 2021	Jun. 30, 2020
Entity Listings [Line Items]
Entity Registrant Name	CHP Merger Corp.
Entity Central Index Key	0001785041
Current Fiscal Year End Date	--12-31
Document Type	10-K/A
Amendment Flag	true
Amendment Description	CHP Merger Corp. (the “Company,” “we”, “our” or “us”) is filing this Annual Report on Form 10-K/A (Amendment No. 1), or this Amendment, to amend our Annual Report on Form 10-K for the year ended December 31, 2020, originally filed with the Securities and Exchange Commission, or the SEC, on March 30, 2021, or the Original Filing, to restate our financial statements as of and for the year ended December 31, 2020. We are also restating the financial statement as of November 26, 2019 (the “November 26, 2019 Balance Sheet”), and the financial statements and related footnote disclosures included in the Annual Report on Form 10-K as of and for the period ended December 31, 2019 (the “2019 10-K”), and each of the Forms 10-Q as of and for the periods ended March 31, 2020, June 30, 2020 and September 30, 2020 (the “Original 10-Q’s”). On April 12, 2021, the staff of the Securities and Exchange Commission released a statement on accounting and reporting considerations for warrants issued by special purpose acquisition companies (the “Staff Statement”). The Staff Statement highlighted certain financial reporting considerations for special purpose acquisition corporations (“SPACs”) relating to the accounting for warrants. While the specific terms of warrants issued by SPACs can vary, there are certain features of warrants issued in SPAC transactions that are common across many entities. The Staff Statement highlighted that warrants containing these features, which relate to whether the warrants can be indexed to the price of an entity’s shares or settled with assets other than common stock, should be classified as a liability measured at fair value, with changes in fair value each period reported as non-cash changes to earnings. Such period-to-period changes could be significant. Prior to the issuance of this guidance, SPACs generally carried their outstanding private placement warrants and public warrants containing these provisions as equity on their balance sheets without quarterly adjustments. In light of the Staff Statement, we undertook a process to re-evaluate the equity classification of our outstanding warrants issued in connection with our initial public offering on November 26, 2019, including the 8,000,000 private placement warrants and the 15,000,000 warrants issued as part of the units sold in our initial public offering, each with an exercise price of $11.50 (collectively, the “Warrants”). As a result, management and the Audit Committee determined that the Warrants should have been classified as a liability. Based on Accounting Standards Codification 815-40, Contracts in Entity’s Own Equity, warrant instruments that do not meet the criteria to be considered indexed to an entity’s own stock shall be initially classified as derivative liabilities at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the derivative instruments should be reported in the statement of operations. As a result, the Company, together with its advisors, undertook a process to value the liability of its Warrants. Based on this valuation, Company management, together with the Audit Committee, determined, on May 17, 2021, that the Company’s Original Filing, the 2019 10-K, the Original 10-Q’s and the November 26, 2019 Balance Sheet (collectively, the “Affected Periods”) contained an error that was quantitatively material and, as a result, should no longer be relied upon. The Audit Committee, together with management, determined that the financial statements in the Affected Periods should be restated to reflect the Warrants as a liability, with subsequent changes in its estimated fair value recorded as non-cash income or expense in each Affected Period. Consequently, the Company has restated the financial statements for the Affected Periods in this Form 10-K/A. All amounts in this Form 10-K/A affected by the restatement adjustments reflect such amounts as restated. These restatements result in non-cash, non-operating financial statement corrections and will have no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows.
Document Period End Date	Dec. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Entity Address, State or Province	NJ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Public Float			$ 307,500,000
Class A Common Stock [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		30,000,000
Class B Common Stock [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		7,500,000

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Current assets
Cash	$ 604,245	$ 1,301,607
Prepaid expenses	0	103,344
Total Current Assets	604,245	1,404,951
Cash and marketable securities held in Trust Account	302,329,495	300,427,494
TOTAL ASSETS	302,933,740	301,832,445
Current liabilities
Accounts payable and accrued expenses	250,090	121,753
Income taxes payable	85,088	72,043
Total Current Liabilities	335,178	193,796
Warrant liability	36,700,000	11,270,000
Deferred underwriting fee payable	10,500,000	10,500,000
TOTAL LIABILITIES	47,535,178	21,963,796
Commitments and Contingencies
Class A common stock subject to possible redemption, 25,039,856 and 27,486,864 shares as of December 31, 2020 and 2019, respectively (at $10.00 per share)	250,398,560	274,868,640
Stockholders' Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding	0	0
Additional paid-in capital	24,469,835	0
(Accumulated Deficit)/Retained earnings	(19,471,079)	4,999,008
Total Stockholders' Equity	5,000,002	5,000,009
Total Liabilities and Stockholders' Equity	302,933,740	301,832,445
Class A Common Stock [Member]
Stockholders' Equity
Common stock	496	251
Class B Common Stock [Member]
Stockholders' Equity
Common stock	$ 750	$ 750

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2020	Dec. 31, 2019
LIABILITIES AND STOCKHOLDERS' EQUITY
Common stock, redemption price per share (in dollars per share)	$ 10	$ 10
Stockholders' Equity
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Class A Common Stock [Member]
LIABILITIES AND STOCKHOLDERS' EQUITY
Common stock subject to possible redemption (in shares)	25,039,856	27,486,864
Stockholders' Equity
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, shares issued (in shares)	4,960,144	2,513,136
Common stock, shares outstanding (in shares)	4,960,144	2,513,136
Class B Common Stock [Member]
Stockholders' Equity
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	20,000,000	20,000,000
Common stock, shares issued (in shares)	7,500,000	7,500,000
Common stock, shares outstanding (in shares)	7,500,000	7,500,000

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	5 Months Ended	12 Months Ended
STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2019	Dec. 31, 2020
General and administrative expenses	$ 170,940	$ 651,434
Loss from operations	(170,940)	(651,434)
Other income:
Change in fair value of warrant liability	5,520,000	(25,430,000)
Transaction costs allocable to warrant liability	(633,369)	0
Interest earned on marketable securities held in Trust Account	427,494	1,986,435
Other (expense) income, net	5,071,142	(23,443,565)
(Loss) income before provision for income taxes	5,143,185	(24,094,999)
Provision for income taxes	(72,043)	(375,088)
Net (loss) income	5,071,142	(24,470,087)
Class A Common Stock [Member]
Other income:
Interest earned on marketable securities held in Trust Account	$ 427,494	$ 1,986,435
Weighted average shares outstanding (in shares)	30,000,000	30,000,000
Basic and diluted net income (loss) per share (in dollars per share)	$ 0.01	$ 0.05
Class B Common Stock [Member]
Other income:
Net (loss) income	$ 5,071,142	$ (24,470,087)
Weighted average shares outstanding (in shares)	7,795,706	7,500,000
Basic and diluted net income (loss) per share (in dollars per share)	$ 0.62	$ (3.45)

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Common Stock [Member]Class A Common Stock [Member]	Common Stock [Member]Class B Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings (Accumulated Deficit) [Member]	Total	Class B Common Stock [Member]
Beginning balance at Jul. 30, 2019	$ 0	$ 0	$ 0	$ 0	$ 0
Beginning balance (in shares) at Jul. 30, 2019	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B common stock to Sponsor		$ 791	24,209	0	25,000
Issuance of Class B common stock to Sponsor (in shares)		7,906,250
Sale of 30,000,000 Units, net of underwriting discount and offering expenses	$ 3,000		272,609,507	0	272,612,507
Sale of 30,000,000 Units, net of underwriting discount and offering expenses (in shares)	30,000,000
Proceeds received in excess of fair value of Private placement warrants	$ 0		2,160,000	0	2,160,000
Forfeiture of Founder Shares	$ 0	$ (41)	41	0	0
Forfeiture of Founder Shares (in shares)	0	(406,250)
Change in value of class A common stock subject to possible redemption	$ (2,749)		(274,793,757)	(72,134)	(274,868,640)
Change in value of class A common stock subject to possible redemption (in shares)	27,486,864
Net (loss) income	$ 0	$ 0	0	5,071,142	5,071,142	$ 5,071,142
Ending balance at Dec. 31, 2019	$ 251	$ 750	0	4,999,008	5,000,009
Ending balance (in shares) at Dec. 31, 2019	2,513,136	7,500,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Change in value of class A common stock subject to possible redemption	$ 245		24,469,835	0	24,470,080
Change in value of class A common stock subject to possible redemption (in shares)	2,447,008
Net (loss) income	$ 0	$ 0	0	(24,470,087)	(24,470,087)	$ (24,470,087)
Ending balance at Dec. 31, 2020	$ 496	$ 750	$ 24,469,835	$ (19,471,079)	$ 5,000,002
Ending balance (in shares) at Dec. 31, 2020	4,960,144	7,500,000

STATEMENTS OF CHANGES IN STOC_2

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical)	Nov. 26, 2019shares
Initial Public Offering [Member]
Stockholders' Equity
Units issued (in shares)	30,000,000

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	5 Months Ended	12 Months Ended
STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2019	Dec. 31, 2020
Cash Flows from Operating Activities:
Net (loss) income	$ 5,071,142	$ (24,470,087)
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(427,494)	(1,986,435)
Change in fair value of warrant liability	(5,520,000)	25,430,000
Transaction costs allocable to warrant liability	633,369	0
Changes in operating assets and liabilities:
Prepaid expense	(103,344)	103,344
Accounts payable and accrued expenses	121,753	128,337
Income taxes payable	72,043	13,045
Net cash used in operating activities	(152,531)	(781,796)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(300,000,000)	0
Cash withdrawn from Trust Account for franchise and income taxes	0	84,434
Net cash provided by (used in) investing activities	(300,000,000)	84,434
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor	25,000	0
Proceeds from sale of Units, net of underwriting discounts paid	294,000,000	0
Proceeds from sale of Private Placement Warrants	8,000,000	0
Proceeds from promissory note - related party	85,943	0
Repayment of promissory note - related party	(85,943)	0
Payment of offering costs	(570,862)	0
Net cash provided by financing activities	301,454,138	0
Net Change in Cash	1,301,607	(697,362)
Cash - Beginning of period	0	1,301,607
Cash - End of period	1,301,607	604,245
Supplemental cash flow information:
Cash paid for income taxes	0	362,043
Non-cash investing and financing activities:
Initial classification of Class A common stock subject to possible redemption	269,162,690	0
Change in value of Class A common stock subject to possible redemption	5,705,950	24,470,080
Deferred underwriting fee payable	$ 10,500,000	$ 0

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	12 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Dec. 31, 2020
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS CHP Merger Corp. (the “Company”) was incorporated in Delaware on July 31, 2019. The Company was formed for the purpose of entering into 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 not limited to a particular industry or sector for purposes of consummating a 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. All activity through December 31, 2020 relates to the Company’s formation, the initial public offering (“initial public offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate 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 21, 2019. On November 26, 2019, the Company consummated the initial public offering of 30,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “public shares”), which included the partial exercise by the underwriters of their over-allotment option in the amount of 2,500,000 Units, at $10.00 per Unit, generating gross proceeds of $300,000,000, which is described in Note 4. Simultaneously with the closing of the initial public offering, the Company consummated the sale of 8,000,000 warrants (the “Private placement warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to CHP Acquisition Holdings, LLC (the “Sponsor”), generating gross proceeds of $8,000,000, which is described in Note 5. Transaction costs amounted to $17,070,862, consisting of $6,000,000 of underwriting fees, $10,500,000 of deferred underwriting fees and $570,862 of other offering costs. Following the closing of the initial public offering on November 26, 2019, an amount of $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the initial public offering and the sale of the Private placement warrants was placed in a trust account (the “trust account”) which is invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination; (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the public shares if the Company does not complete a Business Combination by November 26, 2021 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (iii) the distribution of the trust account, as described below. Substantially all of the net proceeds of the initial public offering and the sale of the Private placement warrants, are intended to be applied generally toward consummating a Business Combination, and the Company’ management has broad discretion to identify targets for such a potential Business Combination and over the specific application of the funds held in the trust account if and when such funds are properly released from the trust account. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the trust account (excluding the deferred underwriting commissions and taxes payable on income earned on the trust account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding public shares (the “public stockholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of a Business Combination 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 (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the trust account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either 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 reasons, the Company will, pursuant to its 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 other 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, our Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any public shares purchased during or after the initial public offering in favor of approving a Business Combination and not to convert any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all. Notwithstanding the above, 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. Our Sponsor has agreed (a) to waive its redemption rights with respect to its Founder 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) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or 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-initial 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 November 26, 2021 or such later date as a result of a stockholder vote to amend the Amendment and Restarted Certificate of Incorporation, to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company 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), 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. Our Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if our Sponsor acquires public shares in or 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 underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) 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, our Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes (less up to $100,000 of interest to pay dissolution expenses), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under the Company’s indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that our Sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Codification (“ASC”) 205-40, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to raise additional funds to alleviate liquidity needs as well as complete a Business Combination by November 26, 2021, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise 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 November 26, 2021. The Company intends to complete a Business Combination before the mandatory liquidation date.

RESTATEMENT OF PREVIOUSLY ISSUE

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	12 Months Ended
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	Dec. 31, 2020
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS [Abstract]
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively, with the Public Warrants, the “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 offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement (the “Warrant Agreement”). In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under ASC 815-40, Contracts in Entity’s Own Equity. ASC 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 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC 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 that the tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC 815-40-25. As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the 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 investments held in trust, operating expenses, cash flows or cash. The table below summarizes the effects of the restatement on the financial statements for all periods being restated. As Previously Reported Adjustments As Restated Balance sheet as of November 26, 2019 Warrant Liability $ — $ 16,790,000 $ 16,790,000 Class A Common Stock Subject to Possible Redemption 285,952,690 (16,790,000 ) 269,162,690 Class A Common Stock 140 168 308 Additional Paid-in Capital 5,000,558 633,201 5,633,759 Accumulated Deficit (1,445 ) (633,369 ) (634,814 ) Balance sheet as of December 31, 2019 Warrant Liability $ — $ 11,270,000 $ 11,270,000 Class A Common Stock Subject to Possible Redemption 286,138,640 (11,270,000 ) 274,868,640 Class A Common Stock 139 112 251 Additional Paid-in Capital 4,814,609 (4,814,609 ) — Retained Earnings (Accumulated Deficit) 184,511 4,814,497 4,999,008 Balance sheet as of March 31, 2020 (unaudited) Warrant Liability $ — $ 12,420,000 $ 12,420,000 Class A Common Stock Subject to Possible Redemption 286,890,590 (12,420,000 ) 274,470,590 Class A Common Stock 131 124 255 Additional Paid-in Capital 4,062,667 (3,664,621 ) 398,046 Retained Earnings (Accumulated Deficit) 936,460 3,664,497 4,600,957 Balance sheet as of June 30, 2020 (unaudited) Warrant Liability $ — $ 22,540,000 $ 22,540,000 Class A Common Stock Subject to Possible Redemption 287,291,450 (22,540,000 ) 264,751,450 Class A common stock 127 225 352 Additional Paid-in Capital 3,661,811 6,455,278 10,117,089 Retained Earnings (Accumulated Deficit) 1,337,320 (6,455,752 ) (5,118,183 ) Balance sheet as of September 30, 2020 (unaudited) Warrant Liability $ — $ 25,990,000 $ 25,990,000 Class A Common Stock Subject to Possible Redemption 287,231,550 (25,990,000 ) 261,241,550 Class A Common Stock 128 260 388 Additional Paid-in Capital 3,721,710 9,905,243 13,626,953 Retained Earnings (Accumulated Deficit) 1,277,422 (9,905,503 ) (8,628,081 ) Balance sheet as of December 31, 2020 Warrant Liability $ — $ 36,700,000 $ 36,700,000 Class A Common Stock Subject to Possible Redemption 287,098,560 (36,700,000 ) 250,398,560 Class A Common Stock 129 367 496 Additional Paid-in Capital 3,854,699 20,615,136 24,469,835 Retained Earnings (Accumulated Deficit) 1,144,424 (20,615,503 ) (19,471,079 ) Statement of Operations for the period from July 31, 2019 (inception) through December 31, 2019 Change in fair value of warrant liabilities $ — $ 5,520,000 $ 5,520,000 Transaction costs allocable to warrants — (633,369 ) (633,369 ) Net income $ 184,511 $ 4,886,631 $ 5,071,142 Weighted average shares outstanding of Class A common stock subject to possible redemption 30,000,000 — 30,000,000 Basic and diluted net income loss per share, Class A common stock subject to possible redemption 0.01 — 0.01 Weighted average shares outstanding of Class B non-redeemable common stock 7,795,706 — 7,795,706 Basic and diluted net income per share, Class B common stock (0.01 ) 0.63 0.62 Statement of Operations for the three months ended March 31, 2020 (unaudited) Change in fair value of warrant liabilities $ — $ (1,150,000 ) $ (1,150,000 ) Transaction costs allocable to warrants — — — Net income (loss) $ 751,949 $ (1,150,000 ) $ (398,051 ) Weighted average shares outstanding of Class A common stock subject to possible redemption 30,000,000 — 30,000,000 Basic and diluted net income per share, Class A common stock subject to possible redemption 0.03 — 0.03 Weighted average shares outstanding of Class B non-redeemable common stock 7,500,000 — 7,500,000 Basic and diluted net loss per share, Class B common stock (0.02 ) (0.15 ) (0.17 ) Statement of Operations for the three months ended June 30, 2020 (unaudited) Change in fair value of warrant liabilities $ — $ (10,120,000 ) $ (10,120,000 ) Transaction costs allocable to warrants — — — Net income (loss) $ 400,860 $ (10,120,000 ) $ (9,719,140 ) Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption 0.02 — 0.02 Weighted average shares outstanding of Class B non-redeemable common stock 7,500,000 — 7,500,000 Basic and diluted net loss per share, Class B common stock (0.01 ) (1.35 ) (1.36 ) Statement of Operations for the six months ended June 30, 2020 (unaudited) Change in fair value of warrant liabilities $ — $ (11,270,000 ) $ (11,270,000 ) Transaction costs allocable to warrants — — — Net income (loss) $ 1,152,809 $ (11,270,000 ) $ (10,117,191 ) Weighted average shares outstanding of Class A common stock subject to possible redemption 30,000,000 — 30,000,000 Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption 0.05 — 0.05 Weighted average shares outstanding of Class B non-redeemable common stock 7,500,000 — 7,500,000 Basic and diluted net income (loss) per share, Class B common stock (0.03 ) (1.50 ) (1.53 ) Statement of Operations for the three months ended September 30, 2020 (unaudited) Change in fair value of warrant liabilities $ — $ (3,450,000 ) $ (3,450,000 ) Transaction costs allocable to warrants — — — Net income (loss) $ (59,898 ) $ (3,450,000 ) $ (3,509,898 ) Weighted average shares outstanding of Class A common stock subject to possible redemption 30,000,000 — 30,000,000 Basic and diluted net loss per share, Class A common stock subject to possible redemption 0.00 — 0.00 Weighted average shares outstanding of Class B non-redeemable common stock 7,500,000 — 7,500,000 Basic and diluted net loss per share, Class B common stock (0.01 ) (0.46 ) (0.47 ) Statement of Operations for the nine months ended September 30, 2020 (unaudited) Change in fair value of warrant liabilities $ — $ (14,720,000 ) $ (14,720,000 ) Transaction costs allocable to warrants — — — Net income (loss) $ 1,090,911 $ (14,720,000 ) $ (13,629,089 ) Weighted average shares outstanding of Class A common stock subject to possible redemption 30,000,000 — 30,000,000 Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption 0.05 — 0.05 Weighted average shares outstanding of Class B non-redeemable common stock 7,500,000 — 7,500,000 Basic and diluted net loss per share, Class B common stock (0.04 ) (1.96 ) (2.00 ) Statement of Operations for the year ended December 31, 2020 Change in fair value of warrant liabilities $ — $ (25,430,000 ) $ (25,430,000 ) Transaction costs allocable to warrants — — — Net income (loss) $ 959,913 $ (25,430,000 ) $ (24,470,087 ) Weighted average shares outstanding of Class A common stock subject to possible redemption 30,000,000 — 30,000,000 Basic and diluted net income per share, Class A common stock subject to possible redemption 0.05 — 0.05 Weighted average shares outstanding of Class B non-redeemable common stock 7,500,000 — 7,500,000 Basic and diluted net loss per share, Class B common stock (0.06 ) (3.39 ) (3.45 ) Statement of Cash Flows for period from July 31, 2019 (inception) through December 31, 2019 Change in fair value of warrant liability $ — $ (5,520,000 ) $ (5,520,000 ) Transaction costs allocable to warrants — 633,369 633,369 Net income $ 184,511 $ 4,886,631 $ 5,071,142 Initial classification of Class A common stock subject to possible redemption 285,952,690 (16,790,000 ) 269,162,690 Change in value of Class A common shares subject to redemption 185,950 5,520,000 5,705,950 Statement of Cash Flows for the three months ended March 31, 2020 (unaudited) Net income (loss) $ 751,949 $ (1,150,000 ) $ (398,051 ) Change in fair value of warrant liability — 1,150,000 1,150,000 Change in value of Class A common shares subject to redemption 751,950 (1,150,000 ) (398,050 ) Statement of Cash Flows for the six months ended June 30, 2020 (unaudited) Net income (loss) $ 1,152,809 $ (11,270,000 ) $ (10,117,191 ) Change in fair value of warrant liability — 11,270,000 11,270,000 Change in value of Class A common shares subject to redemption 1,152,810 (11,270,000 ) (10,117,190 ) Statement of Cash Flows for the nine months ended September 30, 2020 (unaudited) Net income (loss) $ 1,090,911 $ (14,720,000 ) $ (13,629,089 ) Change in fair value of warrant liability — 14,720,000 14,720,000 Change in value of Class A common shares subject to redemption 1,092,910 (14,720,000 ) (13,627,090 ) Statement of Cash Flows for the year ended December 31, 2020 Net income (loss) $ 959,913 $ (25,430,000 ) $ (24,470,087 ) Change in fair value of warrant liability — 25,430,000 25,430,000 Change in value of Class A common shares subject to redemption 959,920 23,510,160 24,470,080

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020 and December 31, 2019. Marketable Securities Held in Trust Account 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 balance sheets and adjusted for the amortization or accretion of premiums or discounts. 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 ASC 480 “Distinguishing Liabilities from Equity.” Shares of 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 feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020 and 2019, the 25,039,856 and 27,486,864, respectively, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. Warrant Liability The Company accounts for the Warrants 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 our statement of operations. The Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020 and 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the initial public offering and private placement to purchase 23,000,000 shares of Class A common stock in the calculation of diluted income per common share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statements of operations includes a presentation of income (loss) per common share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per common share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per common share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class B non-redeemable common stock outstanding for the period. Class 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 common share amounts): Year Ended December 31, 2020 For the Period from July 31, 2019 (Inception) Through December 31, 2019 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 1,986,435 $ 427,494 Income and Franchise Tax (575,391 ) (156,477 ) Redeemable Net Earnings $ 1,411,044 $ 271,017 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 30,000,000 30,000,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.05 $ 0.01 Non-Redeemable Class B Common Stock Numerator: Net (Loss) Income minus Redeemable Net Earnings Net (Loss) Income $ (24,470,087 ) $ 5,071,142 Redeemable Net Earnings (1,411,044 ) (271,017 ) Non-Redeemable Net (Loss) Earnings $ (25,881,131 ) $ 4,800,125 Denominator: Weighted Average Non-Redeemable Class B Common Stock Non-Redeemable Class B Common Stock, Basic and Diluted 7,500,000 7,795,706 Loss/Basic and Diluted Non-Redeemable Class B Common Stock $ (3.45 ) $ 0.62 As of December 31, 2020 and 2019, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the stockholders. 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 Corporation coverage limits 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. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the Warrants (see Note10). Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	12 Months Ended
INITIAL PUBLIC OFFERING	Dec. 31, 2020
INITIAL PUBLIC OFFERING [Abstract]
INITIAL PUBLIC OFFERING	NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the initial public offering, the Company sold 30,000,000 Units at a price of $10.00 per Unit, which included the partial exercise by the underwriters of their over-allotment option in the amount of 2,500,000 Units. Each Unit consists of one share of common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 8).

PRIVATE PLACEMENT

PRIVATE PLACEMENT	12 Months Ended
PRIVATE PLACEMENT	Dec. 31, 2020
PRIVATE PLACEMENT [Abstract]
PRIVATE PLACEMENT	NOTE 5 . PRIVATE PLACEMENT Simultaneously with the closing of the initial public offering, our Sponsor purchased an aggregate of 8,000,000 Private placement warrants at a purchase price of $1.00 per Private placement warrant for an aggregate purchase price of $8,000,000. Each Private placement warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Private placement warrants was added to the proceeds from the initial public offering held in the trust account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private placement warrants held in the trust account will be used to fund the redemption of the public shares (subject to the requirements of applicable law), and the Private placement warrants will expire worthless.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2020
RELATED PARTY TRANSACTIONS [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares In August 2019, our Sponsor purchased 7,187,500 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. In October 2019, our Sponsor transferred 25,000 Founder Shares to each of the Company’s directors, for a total of 75,000 Founder Shares transferred. On November 21, 2019, the Company effected a stock dividend of 718,750 shares with respect to its Class B common stock, resulting in our Sponsor holding an aggregate of 7,906,250 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the stock dividend. 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 an aggregate of up to 1,031,250 shares subject to forfeiture by our Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would collectively represent approximately 20% of the Company’s issued and outstanding shares after the initial public offering (assuming our Sponsor did not purchase any public shares in the initial public offering). In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option, 406,250 Founder Shares were forfeited and 625,000 Founder Shares are no longer subject to forfeiture. As a result, at December 31, 2020 and 2019, there are 7,500,000 Founder Shares outstanding. Our Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported 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 following the completion of a Business Combination on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Administrative Support Agreement The Company entered into an agreement whereby, commencing on November 21, 2019 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will pay an affiliate of our Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. For the year ended December 31, 2020, and for the period from July 31, 2019 (inception) through December 31, 2019, the Company incurred $120,000 and $13,000 in fees for these services, of which $20,000 and $13,000 are included in accrued expenses in the accompanying balance sheets at December 31, 2020 and 2019, respectively. Promissory Note – Related Party On August 7, 2019, our Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of January 31, 2020 or the consummation of the initial public offering. The $85,943 borrowed under the Promissory Note was repaid on November 27, 2019. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor, an affiliate of our Sponsor or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the trust account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the trust account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the trust account to repay the Working Capital Loans but no proceeds held in the trust account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity. The warrants would be identical to the Private placement warrants. As of December 31, 2020 and, 2019, no Working Capital Loans were outstanding.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2020
COMMITMENTS AND CONTINGENCIES [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 search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on November 21, 2019, the holders of the Founder Shares, Private placement warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private placement warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders will 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. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,500,000 in the aggregate. The deferred fee will be forfeited by the underwriters in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	12 Months Ended
STOCKHOLDERS' EQUITY	Dec. 31, 2020
STOCKHOLDERS' EQUITY [Abstract]
STOCKHOLDERS' EQUITY	NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock — Class A Common Stock — Class B Common Stock — Only holders of Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other 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 issued in the initial public offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the initial public offering, plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A common stock redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any Private placement warrants issued to our Sponsor of the Company’s officers or directors. Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.

WARRANT LIABILITY

WARRANT LIABILITY	12 Months Ended
WARRANT LIABILITY	Dec. 31, 2020
WARRANT LIABILITY [Abstract]
WARRANT LIABILITY	NOTE 8. WARRANT LIABILITY There were 23,000,000 warrants outstanding as of December 31, 2020. 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) 12 months from the closing of the initial public offering and (b) 30 days after the completion of a Business Combination. 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 covering the issuance of the shares of Class A common issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective within 60 business days following a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants for cash . 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 to each warrant holder; and • if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities as described below) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, the Company may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of warrants for Class A common stock . Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares, based on the redemption date and the fair market value of the Class A common stock; • if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; • if, and only if, the Private placement warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants, as described above; and • if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock (or a security other than the Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in the Business Combination) issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. If the Company calls the Public Warrants for redemption for cash, 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 common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the trust account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the trust account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.20 per share of 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 our Sponsor or its affiliates, without taking into account any Founder Shares held by our Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of 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 Newly Issued Price. The Private placement warrants are identical to the Public Warrants underlying the Units sold in the initial public offering, except that the Private placement warrants and the shares of common stock issuable upon the exercise of the Private placement warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, and will be entitled to certain registration rights (see Note 7). Additionally, the Private placement warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of shares of Class A common stock as described above under Redemption of warrants for Class A common stock

INCOME TAX

INCOME TAX	12 Months Ended
INCOME TAX	Dec. 31, 2020
INCOME TAX [Abstract]
INCOME TAX	NOTE 9. INCOME TAX The Company’s net deferred tax assets are as follows: December 31, 2020 2019 Deferred tax asset Organizational costs/Startup expenses $ 112,904 $ 18,166 Total deferred tax asset 112,904 18,166 Valuation allowance (112,904 ) (18,166 ) Deferred tax asset, net of allowance $ — $ — The income tax provision consists of the following: December 31, 2020 2019 Federal Current $ 375,088 $ 72,043 Deferred (94,738 ) (18,166 ) State Current $ — $ — Deferred — — Change in valuation allowance 94,738 18,166 Income tax provision $ 375,088 $ 72,043 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 July 31, 2019 (inception) through December 31, 2019, the change in the valuation allowance was $94,738 and $18,166, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, 2020 2019 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in fair value of warrant liability (22.2 )% (22.5 )% Transaction costs allocable to warrant liability 0.00 % 2.5 % Change in valuation allowance (0.4 )% 0.4 % Income tax provision (1.6 )% 1.4 % 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.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
FAIR VALUE MEASUREMENTS	Dec. 31, 2020
FAIR VALUE MEASUREMENTS [Abstract]
FAIR VALUE MEASUREMENTS	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. At December 31, 2020, assets held in the trust account were comprised of $1,000,838 in money market funds which is at NAV, which are invested in U.S. Treasury Securities, and $301,328,657 in U.S. Treasury Bills. During the year ended December 31, 2020, the Company withdrew $84,434 of interest income from the trust account to pay its franchise and income taxes. At December 31, 2019, assets held in the trust account were comprised of $1,000,905 in money market funds, which are invested in U.S. Treasury Securities, and $299,426,589 in U.S. Treasury Bills. During the period from July 31, 2019 (inception) through December 31, 2019, the Company did not withdrawn any interest income from the trust account to pay its franchise and income taxes. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and 2019 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity securities at December 31, 2020 and 2019 are as follows: Held-To-Maturity Level Amortized Cost Gross Holding Loss Fair Value U.S. Treasury Securities (Mature on December 31, 2020 2/18/2021) 1 $ 301,328,657 $ (2,966 ) $ 301,325,691 U.S. Treasury Securities (Matured on December 31, 2019 5/21/2020) 1 $ 299,426,589 $ (9,722 ) $ 299,416,867 The Company recognizes transfers into and out of the fair value levels at the end of the reporting period. There were no transfers into or out of the levels during the year ended December 31, 2020 or the period from July 31, 2019 (inception) through December 31, 2019. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2020 and 2019 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2020 September 30, 2020 June 30, 2020 March 31, 2020 December 31, 2019 November 26, 2019 Liabilities: Warrant Liability–Public Warrants 1 $ 19,500,000 $ 16,950,000 $ 14,700,000 $ 8,100,000 $ 7,350,000 $ 10,950,000 Warrant Liability–Private Placement Warrants 3 $ 17,200,000 $ 9,040,000 $ 7,840,000 $ 4,320,000 $ 3,920,000 $ 5,840,000 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented in the statement of operations. The Warrants were initially valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own Public Warrant pricing. The measurement of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market. For periods subsequent to the detachment of the warrants from the Units, the close price of the public warrant price was used as the fair value as of each relevant date. The following table presents the quantitative information regarding Level 3 fair value measurements of the warrant liability: December 31, 2020 September 30, 2020 June 30, 2020 March 31, 2020 December 31, 2019 November, 26 2019 Exercise price $ 11.50 $ 11.50 $ 11.50 $ 11.50 $ 11.50 $ 11.50 Stock price $ 10.26 $ 10.19 $ 9.96 $ 9.70 $ 9.78 $ 9.78 Volatility 26.60 % 18.30 % 17.20 % 11.90 % 8.70 % 12.2 % Term 5.00 5.00 5.00 5.00 5.00 5.00 Risk-free rate 0.42 % 0.25 % 0.27 % 0.69 % 1.70 % 1.59 % Dividend yield 0.00 % 0.00 % 0.00 % 0.00 % 0.00 % 0.00 % The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of July 31, 2019 (inception) $ — $ — $ — Initial measurement on November 26, 2019 5,840,000 10,950,000 16,790,000 Change in fair value (1,920,000 ) (3,600,000 ) (5,520,000 ) Fair value as of December 31, 2019 3,920,000 7,350,000 11,270,000 Transfer to Level 1 — (7,350,000 ) (7,350,000 ) Change in fair value 13,280,000 — 13,280,000 Fair value as of December 31, 2020 $ 17,200,000 $ — $ 17,200,000 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the year ended December 31, 2020 was $7,350,000.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	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 financial statements were issued. Based upon this review, other than described in Note 2, the Company did not identify any subsequent events that would have required recognition or disclosure in the financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020 and December 31, 2019.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account 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 balance sheets and adjusted for the amortization or accretion of premiums or discounts.
Class A Common Stock Subject to Possible Redemption	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 ASC 480 “Distinguishing Liabilities from Equity.” Shares of 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 feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020 and 2019, the 25,039,856 and 27,486,864, respectively, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets.
Warrant Liability	Warrant Liability The Company accounts for the Warrants 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 our statement of operations. The Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020 and 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020 and 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net Income (Loss) per Common Share	Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the initial public offering and private placement to purchase 23,000,000 shares of Class A common stock in the calculation of diluted income per common share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statements of operations includes a presentation of income (loss) per common share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per common share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per common share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class B non-redeemable common stock outstanding for the period. Class 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 common share amounts): Year Ended December 31, 2020 For the Period from July 31, 2019 (Inception) Through December 31, 2019 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 1,986,435 $ 427,494 Income and Franchise Tax (575,391 ) (156,477 ) Redeemable Net Earnings $ 1,411,044 $ 271,017 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 30,000,000 30,000,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.05 $ 0.01 Non-Redeemable Class B Common Stock Numerator: Net (Loss) Income minus Redeemable Net Earnings Net (Loss) Income $ (24,470,087 ) $ 5,071,142 Redeemable Net Earnings (1,411,044 ) (271,017 ) Non-Redeemable Net (Loss) Earnings $ (25,881,131 ) $ 4,800,125 Denominator: Weighted Average Non-Redeemable Class B Common Stock Non-Redeemable Class B Common Stock, Basic and Diluted 7,500,000 7,795,706 Loss/Basic and Diluted Non-Redeemable Class B Common Stock $ (3.45 ) $ 0.62 As of December 31, 2020 and 2019, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the stockholders.
Concentration of Credit Risk	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 Corporation coverage limits 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.
Financial Instruments	Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the Warrants (see Note10).
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

RESTATEMENT OF PREVIOUSLY ISS_2

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)	12 Months Ended
	Dec. 31, 2020
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS [Abstract]
Effects of Restatement on Financial Statements	The table below summarizes the effects of the restatement on the financial statements for all periods being restated. As Previously Reported Adjustments As Restated Balance sheet as of November 26, 2019 Warrant Liability $ — $ 16,790,000 $ 16,790,000 Class A Common Stock Subject to Possible Redemption 285,952,690 (16,790,000 ) 269,162,690 Class A Common Stock 140 168 308 Additional Paid-in Capital 5,000,558 633,201 5,633,759 Accumulated Deficit (1,445 ) (633,369 ) (634,814 ) Balance sheet as of December 31, 2019 Warrant Liability $ — $ 11,270,000 $ 11,270,000 Class A Common Stock Subject to Possible Redemption 286,138,640 (11,270,000 ) 274,868,640 Class A Common Stock 139 112 251 Additional Paid-in Capital 4,814,609 (4,814,609 ) — Retained Earnings (Accumulated Deficit) 184,511 4,814,497 4,999,008 Balance sheet as of March 31, 2020 (unaudited) Warrant Liability $ — $ 12,420,000 $ 12,420,000 Class A Common Stock Subject to Possible Redemption 286,890,590 (12,420,000 ) 274,470,590 Class A Common Stock 131 124 255 Additional Paid-in Capital 4,062,667 (3,664,621 ) 398,046 Retained Earnings (Accumulated Deficit) 936,460 3,664,497 4,600,957 Balance sheet as of June 30, 2020 (unaudited) Warrant Liability $ — $ 22,540,000 $ 22,540,000 Class A Common Stock Subject to Possible Redemption 287,291,450 (22,540,000 ) 264,751,450 Class A common stock 127 225 352 Additional Paid-in Capital 3,661,811 6,455,278 10,117,089 Retained Earnings (Accumulated Deficit) 1,337,320 (6,455,752 ) (5,118,183 ) Balance sheet as of September 30, 2020 (unaudited) Warrant Liability $ — $ 25,990,000 $ 25,990,000 Class A Common Stock Subject to Possible Redemption 287,231,550 (25,990,000 ) 261,241,550 Class A Common Stock 128 260 388 Additional Paid-in Capital 3,721,710 9,905,243 13,626,953 Retained Earnings (Accumulated Deficit) 1,277,422 (9,905,503 ) (8,628,081 ) Balance sheet as of December 31, 2020 Warrant Liability $ — $ 36,700,000 $ 36,700,000 Class A Common Stock Subject to Possible Redemption 287,098,560 (36,700,000 ) 250,398,560 Class A Common Stock 129 367 496 Additional Paid-in Capital 3,854,699 20,615,136 24,469,835 Retained Earnings (Accumulated Deficit) 1,144,424 (20,615,503 ) (19,471,079 ) Statement of Operations for the period from July 31, 2019 (inception) through December 31, 2019 Change in fair value of warrant liabilities $ — $ 5,520,000 $ 5,520,000 Transaction costs allocable to warrants — (633,369 ) (633,369 ) Net income $ 184,511 $ 4,886,631 $ 5,071,142 Weighted average shares outstanding of Class A common stock subject to possible redemption 30,000,000 — 30,000,000 Basic and diluted net income loss per share, Class A common stock subject to possible redemption 0.01 — 0.01 Weighted average shares outstanding of Class B non-redeemable common stock 7,795,706 — 7,795,706 Basic and diluted net income per share, Class B common stock (0.01 ) 0.63 0.62 Statement of Operations for the three months ended March 31, 2020 (unaudited) Change in fair value of warrant liabilities $ — $ (1,150,000 ) $ (1,150,000 ) Transaction costs allocable to warrants — — — Net income (loss) $ 751,949 $ (1,150,000 ) $ (398,051 ) Weighted average shares outstanding of Class A common stock subject to possible redemption 30,000,000 — 30,000,000 Basic and diluted net income per share, Class A common stock subject to possible redemption 0.03 — 0.03 Weighted average shares outstanding of Class B non-redeemable common stock 7,500,000 — 7,500,000 Basic and diluted net loss per share, Class B common stock (0.02 ) (0.15 ) (0.17 ) Statement of Operations for the three months ended June 30, 2020 (unaudited) Change in fair value of warrant liabilities $ — $ (10,120,000 ) $ (10,120,000 ) Transaction costs allocable to warrants — — — Net income (loss) $ 400,860 $ (10,120,000 ) $ (9,719,140 ) Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption 0.02 — 0.02 Weighted average shares outstanding of Class B non-redeemable common stock 7,500,000 — 7,500,000 Basic and diluted net loss per share, Class B common stock (0.01 ) (1.35 ) (1.36 ) Statement of Operations for the six months ended June 30, 2020 (unaudited) Change in fair value of warrant liabilities $ — $ (11,270,000 ) $ (11,270,000 ) Transaction costs allocable to warrants — — — Net income (loss) $ 1,152,809 $ (11,270,000 ) $ (10,117,191 ) Weighted average shares outstanding of Class A common stock subject to possible redemption 30,000,000 — 30,000,000 Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption 0.05 — 0.05 Weighted average shares outstanding of Class B non-redeemable common stock 7,500,000 — 7,500,000 Basic and diluted net income (loss) per share, Class B common stock (0.03 ) (1.50 ) (1.53 ) Statement of Operations for the three months ended September 30, 2020 (unaudited) Change in fair value of warrant liabilities $ — $ (3,450,000 ) $ (3,450,000 ) Transaction costs allocable to warrants — — — Net income (loss) $ (59,898 ) $ (3,450,000 ) $ (3,509,898 ) Weighted average shares outstanding of Class A common stock subject to possible redemption 30,000,000 — 30,000,000 Basic and diluted net loss per share, Class A common stock subject to possible redemption 0.00 — 0.00 Weighted average shares outstanding of Class B non-redeemable common stock 7,500,000 — 7,500,000 Basic and diluted net loss per share, Class B common stock (0.01 ) (0.46 ) (0.47 ) Statement of Operations for the nine months ended September 30, 2020 (unaudited) Change in fair value of warrant liabilities $ — $ (14,720,000 ) $ (14,720,000 ) Transaction costs allocable to warrants — — — Net income (loss) $ 1,090,911 $ (14,720,000 ) $ (13,629,089 ) Weighted average shares outstanding of Class A common stock subject to possible redemption 30,000,000 — 30,000,000 Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption 0.05 — 0.05 Weighted average shares outstanding of Class B non-redeemable common stock 7,500,000 — 7,500,000 Basic and diluted net loss per share, Class B common stock (0.04 ) (1.96 ) (2.00 ) Statement of Operations for the year ended December 31, 2020 Change in fair value of warrant liabilities $ — $ (25,430,000 ) $ (25,430,000 ) Transaction costs allocable to warrants — — — Net income (loss) $ 959,913 $ (25,430,000 ) $ (24,470,087 ) Weighted average shares outstanding of Class A common stock subject to possible redemption 30,000,000 — 30,000,000 Basic and diluted net income per share, Class A common stock subject to possible redemption 0.05 — 0.05 Weighted average shares outstanding of Class B non-redeemable common stock 7,500,000 — 7,500,000 Basic and diluted net loss per share, Class B common stock (0.06 ) (3.39 ) (3.45 ) Statement of Cash Flows for period from July 31, 2019 (inception) through December 31, 2019 Change in fair value of warrant liability $ — $ (5,520,000 ) $ (5,520,000 ) Transaction costs allocable to warrants — 633,369 633,369 Net income $ 184,511 $ 4,886,631 $ 5,071,142 Initial classification of Class A common stock subject to possible redemption 285,952,690 (16,790,000 ) 269,162,690 Change in value of Class A common shares subject to redemption 185,950 5,520,000 5,705,950 Statement of Cash Flows for the three months ended March 31, 2020 (unaudited) Net income (loss) $ 751,949 $ (1,150,000 ) $ (398,051 ) Change in fair value of warrant liability — 1,150,000 1,150,000 Change in value of Class A common shares subject to redemption 751,950 (1,150,000 ) (398,050 ) Statement of Cash Flows for the six months ended June 30, 2020 (unaudited) Net income (loss) $ 1,152,809 $ (11,270,000 ) $ (10,117,191 ) Change in fair value of warrant liability — 11,270,000 11,270,000 Change in value of Class A common shares subject to redemption 1,152,810 (11,270,000 ) (10,117,190 ) Statement of Cash Flows for the nine months ended September 30, 2020 (unaudited) Net income (loss) $ 1,090,911 $ (14,720,000 ) $ (13,629,089 ) Change in fair value of warrant liability — 14,720,000 14,720,000 Change in value of Class A common shares subject to redemption 1,092,910 (14,720,000 ) (13,627,090 ) Statement of Cash Flows for the year ended December 31, 2020 Net income (loss) $ 959,913 $ (25,430,000 ) $ (24,470,087 ) Change in fair value of warrant liability — 25,430,000 25,430,000 Change in value of Class A common shares subject to redemption 959,920 23,510,160 24,470,080

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Basic and Diluted 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 common share amounts): Year Ended December 31, 2020 For the Period from July 31, 2019 (Inception) Through December 31, 2019 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 1,986,435 $ 427,494 Income and Franchise Tax (575,391 ) (156,477 ) Redeemable Net Earnings $ 1,411,044 $ 271,017 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 30,000,000 30,000,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.05 $ 0.01 Non-Redeemable Class B Common Stock Numerator: Net (Loss) Income minus Redeemable Net Earnings Net (Loss) Income $ (24,470,087 ) $ 5,071,142 Redeemable Net Earnings (1,411,044 ) (271,017 ) Non-Redeemable Net (Loss) Earnings $ (25,881,131 ) $ 4,800,125 Denominator: Weighted Average Non-Redeemable Class B Common Stock Non-Redeemable Class B Common Stock, Basic and Diluted 7,500,000 7,795,706 Loss/Basic and Diluted Non-Redeemable Class B Common Stock $ (3.45 ) $ 0.62

INCOME TAX (Tables)

INCOME TAX (Tables)	12 Months Ended
INCOME TAX (Tables)	Dec. 31, 2020
INCOME TAX [Abstract]
Net Deferred Tax Assets	The Company’s net deferred tax assets are as follows: December 31, 2020 2019 Deferred tax asset Organizational costs/Startup expenses $ 112,904 $ 18,166 Total deferred tax asset 112,904 18,166 Valuation allowance (112,904 ) (18,166 ) Deferred tax asset, net of allowance $ — $ —
Income Tax Provision	The income tax provision consists of the following: December 31, 2020 2019 Federal Current $ 375,088 $ 72,043 Deferred (94,738 ) (18,166 ) State Current $ — $ — Deferred — — Change in valuation allowance 94,738 18,166 Income tax provision $ 375,088 $ 72,043
Reconciliation of Federal Income Tax Rate	A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, 2020 2019 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in fair value of warrant liability (22.2 )% (22.5 )% Transaction costs allocable to warrant liability 0.00 % 2.5 % Change in valuation allowance (0.4 )% 0.4 % Income tax provision (1.6 )% 1.4 %

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
FAIR VALUE MEASUREMENTS (Tables)	Dec. 31, 2020
FAIR VALUE MEASUREMENTS [Abstract]
Gross Holding Losses and Fair Value of Held-to-Maturity Securities	The gross holding gains and fair value of held-to-maturity securities at December 31, 2020 and 2019 are as follows: Held-To-Maturity Level Amortized Cost Gross Holding Loss Fair Value U.S. Treasury Securities (Mature on December 31, 2020 2/18/2021) 1 $ 301,328,657 $ (2,966 ) $ 301,325,691 U.S. Treasury Securities (Matured on December 31, 2019 5/21/2020) 1 $ 299,426,589 $ (9,722 ) $ 299,416,867
Liabilities Measured at Fair Value on Recurring Basis	The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2020 and 2019 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2020 September 30, 2020 June 30, 2020 March 31, 2020 December 31, 2019 November 26, 2019 Liabilities: Warrant Liability–Public Warrants 1 $ 19,500,000 $ 16,950,000 $ 14,700,000 $ 8,100,000 $ 7,350,000 $ 10,950,000 Warrant Liability–Private Placement Warrants 3 $ 17,200,000 $ 9,040,000 $ 7,840,000 $ 4,320,000 $ 3,920,000 $ 5,840,000
Level 3 Fair Value Measurements of Warrant Liability	The following table presents the quantitative information regarding Level 3 fair value measurements of the warrant liability: December 31, 2020 September 30, 2020 June 30, 2020 March 31, 2020 December 31, 2019 November, 26 2019 Exercise price $ 11.50 $ 11.50 $ 11.50 $ 11.50 $ 11.50 $ 11.50 Stock price $ 10.26 $ 10.19 $ 9.96 $ 9.70 $ 9.78 $ 9.78 Volatility 26.60 % 18.30 % 17.20 % 11.90 % 8.70 % 12.2 % Term 5.00 5.00 5.00 5.00 5.00 5.00 Risk-free rate 0.42 % 0.25 % 0.27 % 0.69 % 1.70 % 1.59 % Dividend yield 0.00 % 0.00 % 0.00 % 0.00 % 0.00 % 0.00 %
Changes in Fair Value of Level 3 Warrant Liabilities	The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of July 31, 2019 (inception) $ — $ — $ — Initial measurement on November 26, 2019 5,840,000 10,950,000 16,790,000 Change in fair value (1,920,000 ) (3,600,000 ) (5,520,000 ) Fair value as of December 31, 2019 3,920,000 7,350,000 11,270,000 Transfer to Level 1 — (7,350,000 ) (7,350,000 ) Change in fair value 13,280,000 — 13,280,000 Fair value as of December 31, 2020 $ 17,200,000 $ — $ 17,200,000

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($)	Nov. 26, 2019	Dec. 31, 2019	Dec. 31, 2020
Proceeds from Issuance of Equity [Abstract]
Gross proceeds from initial public offering		$ 294,000,000	$ 0
Transaction costs	$ 17,070,862
Underwriting fees	6,000,000
Deferred underwriting fees	10,500,000		10,500,000
Other costs	570,862
Net proceeds deposited in trust account	$ 300,000,000	$ 300,000,000	$ 0
Net proceeds from Initial Public Offering and Private Placement per unit (in dollars per share)	$ 10
Maximum [Member]
Proceeds from Issuance of Equity [Abstract]
Interest on Trust Account that can be held to pay dissolution expenses	$ 100,000
Private Placement Warrants [Member]
Proceeds from Issuance of Equity [Abstract]
Share price (in dollars per share)	$ 1
Warrants issued (in shares)	8,000,000
Gross proceeds from issuance of warrants	$ 8,000,000
Initial Public Offering [Member]
Proceeds from Issuance of Equity [Abstract]
Units issued (in shares)	30,000,000
Initial Public Offering [Member] \| Public Shares [Member]
Proceeds from Issuance of Equity [Abstract]
Units issued (in shares)	30,000,000
Share price (in dollars per share)	$ 10
Gross proceeds from initial public offering	$ 300,000,000
Redemption price (in dollars per share)	$ 10
Over-Allotment Option [Member] \| Public Shares [Member]
Proceeds from Issuance of Equity [Abstract]
Units issued (in shares)	2,500,000
Share price (in dollars per share)	$ 10

RESTATEMENT OF PREVIOUSLY ISS_3

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS, Balance sheet (Details) - USD ($)	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Nov. 26, 2019
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS [Abstract]
Minimum of percentage of outstanding shares held warrants settable in cash	50.00%
Balance Sheet [Abstract]
Warrant Liability	$ 36,700,000	$ 25,990,000	$ 22,540,000	$ 12,420,000	$ 11,270,000	$ 16,790,000
Class A Common Stock Subject to Possible Redemption	250,398,560	261,241,550	264,751,450	274,470,590	274,868,640	269,162,690
Additional Paid-in Capital	24,469,835	13,626,953	10,117,089	398,046	0	5,633,759
Retained Earnings (Accumulated Deficit)	(19,471,079)	(8,628,081)	(5,118,183)	4,600,957	4,999,008	(634,814)
Class A Common Stock [Member]
Balance Sheet [Abstract]
Common Stock	496	388	352	255	251	308
As Previously Reported [Member]
Balance Sheet [Abstract]
Warrant Liability	0	0	0	0	0	0
Class A Common Stock Subject to Possible Redemption	287,098,560	287,231,550	287,291,450	286,890,590	286,138,640	285,952,690
Additional Paid-in Capital	3,854,699	3,721,710	3,661,811	4,062,667	4,814,609	5,000,558
Retained Earnings (Accumulated Deficit)	1,144,424	1,277,422	1,337,320	936,460	184,511	(1,445)
As Previously Reported [Member] \| Class A Common Stock [Member]
Balance Sheet [Abstract]
Common Stock	129	128	127	131	139	140
Accounting for Warrants [Member] \| Adjustments [Member]
Balance Sheet [Abstract]
Warrant Liability	36,700,000	25,990,000	22,540,000	12,420,000	11,270,000	16,790,000
Class A Common Stock Subject to Possible Redemption	(36,700,000)	(25,990,000)	(22,540,000)	(12,420,000)	(11,270,000)	(16,790,000)
Additional Paid-in Capital	20,615,136	9,905,243	6,455,278	(3,664,621)	(4,814,609)	633,201
Retained Earnings (Accumulated Deficit)	(20,615,503)	(9,905,503)	(6,455,752)	3,664,497	4,814,497	(633,369)
Accounting for Warrants [Member] \| Adjustments [Member] \| Class A Common Stock [Member]
Balance Sheet [Abstract]
Common Stock	$ 367	$ 260	$ 225	$ 124	$ 112	$ 168

RESTATEMENT OF PREVIOUSLY ISS_4

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS, Statement of Operations (Details) - USD ($)	3 Months Ended			5 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Jun. 30, 2020	Sep. 30, 2020	Dec. 31, 2020
Statement of Operations [Abstract]
Change in fair value of warrant liabilities	$ (3,450,000)	$ (10,120,000)	$ (1,150,000)	$ 5,520,000	$ (11,270,000)	$ (14,720,000)	$ (25,430,000)
Transaction costs allocable to warrants	0	0	0	(633,369)	0	0	0
Net income (loss)	$ (3,509,898)	$ (9,719,140)	$ (398,051)	$ 5,071,142	$ (10,117,191)	$ (13,629,089)	$ (24,470,087)
Class A Common Stock [Member]
Statement of Operations [Abstract]
Weighted average shares outstanding (in shares)	30,000,000		30,000,000	30,000,000	30,000,000	30,000,000	30,000,000
Basic and diluted net income (loss) per share (in dollars per share)	$ 0	$ 0.02	$ 0.03	$ 0.01	$ 0.05	$ 0.05	$ 0.05
Class B Common Stock [Member]
Statement of Operations [Abstract]
Net income (loss)				$ 5,071,142			$ (24,470,087)
Weighted average shares outstanding (in shares)	7,500,000	7,500,000	7,500,000	7,795,706	7,500,000	7,500,000	7,500,000
Basic and diluted net income (loss) per share (in dollars per share)	$ (0.47)	$ (1.36)	$ (0.17)	$ 0.62	$ (1.53)	$ (2)	$ (3.45)
As Previously Reported [Member]
Statement of Operations [Abstract]
Change in fair value of warrant liabilities	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0
Transaction costs allocable to warrants	0	0	0	0	0	0	0
Net income (loss)	$ (59,898)	$ 400,860	$ 751,949	$ 184,511	$ 1,152,809	$ 1,090,911	$ 959,913
As Previously Reported [Member] \| Class A Common Stock [Member]
Statement of Operations [Abstract]
Weighted average shares outstanding (in shares)	30,000,000		30,000,000	30,000,000	30,000,000	30,000,000	30,000,000
Basic and diluted net income (loss) per share (in dollars per share)	$ 0	$ 0.02	$ 0.03	$ 0.01	$ 0.05	$ 0.05	$ 0.05
As Previously Reported [Member] \| Class B Common Stock [Member]
Statement of Operations [Abstract]
Weighted average shares outstanding (in shares)	7,500,000	7,500,000	7,500,000	7,795,706	7,500,000	7,500,000	7,500,000
Basic and diluted net income (loss) per share (in dollars per share)	$ (0.01)	$ (0.01)	$ (0.02)	$ (0.01)	$ (0.03)	$ (0.04)	$ (0.06)
Accounting for Warrants [Member] \| Adjustments [Member]
Statement of Operations [Abstract]
Change in fair value of warrant liabilities	$ (3,450,000)	$ (10,120,000)	$ (1,150,000)	$ 5,520,000	$ (11,270,000)	$ (14,720,000)	$ (25,430,000)
Transaction costs allocable to warrants	0	0	0	(633,369)	0	0	0
Net income (loss)	$ (3,450,000)	$ (10,120,000)	$ (1,150,000)	$ 4,886,631	$ (11,270,000)	$ (14,720,000)	$ (25,430,000)
Accounting for Warrants [Member] \| Adjustments [Member] \| Class A Common Stock [Member]
Statement of Operations [Abstract]
Weighted average shares outstanding (in shares)	0		0	0	0	0	0
Basic and diluted net income (loss) per share (in dollars per share)	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0
Accounting for Warrants [Member] \| Adjustments [Member] \| Class B Common Stock [Member]
Statement of Operations [Abstract]
Weighted average shares outstanding (in shares)	0	0	0	0	0	0	0
Basic and diluted net income (loss) per share (in dollars per share)	$ (0.46)	$ (1.35)	$ (0.15)	$ 0.63	$ (1.50)	$ (1.96)	$ (3.39)

RESTATEMENT OF PREVIOUSLY ISS_5

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS, Statement of Cash Flows (Details) - USD ($)	3 Months Ended			5 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Jun. 30, 2020	Sep. 30, 2020	Dec. 31, 2020
Statement of Cash Flows [Abstract]
Change in fair value of warrant liability			$ 1,150,000	$ (5,520,000)	$ 11,270,000	$ 14,720,000	$ 25,430,000
Transaction costs allocable to warrants	$ 0	$ 0	0	633,369	0	0	0
Net income (loss)	(3,509,898)	(9,719,140)	(398,051)	5,071,142	(10,117,191)	(13,629,089)	(24,470,087)
Initial classification of Class A common stock subject to possible redemption				269,162,690			0
Change in value of Class A common shares subject to redemption			(398,050)	5,705,950	(10,117,190)	(13,627,090)	24,470,080
As Previously Reported [Member]
Statement of Cash Flows [Abstract]
Change in fair value of warrant liability			0	0	0	0	0
Transaction costs allocable to warrants	0	0	0	0	0	0	0
Net income (loss)	(59,898)	400,860	751,949	184,511	1,152,809	1,090,911	959,913
Initial classification of Class A common stock subject to possible redemption				285,952,690
Change in value of Class A common shares subject to redemption			751,950	185,950	1,152,810	1,092,910	959,920
Accounting for Warrants [Member] \| Adjustments [Member]
Statement of Cash Flows [Abstract]
Change in fair value of warrant liability			1,150,000	(5,520,000)	11,270,000	14,720,000	25,430,000
Transaction costs allocable to warrants	0	0	0	633,369	0	0	0
Net income (loss)	$ (3,450,000)	$ (10,120,000)	(1,150,000)	4,886,631	(11,270,000)	(14,720,000)	(25,430,000)
Initial classification of Class A common stock subject to possible redemption				(16,790,000)
Change in value of Class A common shares subject to redemption			$ (1,150,000)	$ 5,520,000	$ (11,270,000)	$ (14,720,000)	$ 23,510,160

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended			5 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Jun. 30, 2020	Sep. 30, 2020	Dec. 31, 2020
Cash and Cash Equivalents [Abstract]
Cash equivalents				$ 0			$ 0
Income Taxes [Abstract]
Unrecognized tax benefits				0			0
Accrued interest and penalties				0			0
Numerator: Earnings allocable to Redeemable Class A Common Stock [Abstract]
Interest Income				427,494			1,986,435
Net (Loss) Income	$ (3,509,898)	$ (9,719,140)	$ (398,051)	$ 5,071,142	$ (10,117,191)	$ (13,629,089)	$ (24,470,087)
Redeemable Class A Common Stock [Member]
Class A Common Stock Subject to Possible Redemption [Abstract]
Common stock subject to possible redemption (in shares)				27,486,864			25,039,856
Net Income (Loss) per Common Share [Abstract]
Antidilutive securities excluded from computation of earnings per share (in shares)							23,000,000
Numerator: Earnings allocable to Redeemable Class A Common Stock [Abstract]
Interest Income				$ 427,494			$ 1,986,435
Income and Franchise Tax				(156,477)			(575,391)
Redeemable net Earnings				$ 271,017			$ 1,411,044
Denominator: Weighted Average Non-Redeemable Class B Common Stock [Abstract]
Weighted average shares, basic and diluted (in shares)	30,000,000		30,000,000	30,000,000	30,000,000	30,000,000	30,000,000
Basic and diluted net earnings/loss per share (in dollars per share)				$ 0.01			$ 0.05
Non-Redeemable Class B Common Stock [Member]
Numerator: Earnings allocable to Redeemable Class A Common Stock [Abstract]
Net (Loss) Income				$ 5,071,142			$ (24,470,087)
Redeemable net Earnings				(271,017)			(1,411,044)
Non-Redeemable Net (Loss) Earnings				$ 4,800,125			$ (25,881,131)
Denominator: Weighted Average Non-Redeemable Class B Common Stock [Abstract]
Weighted average shares, basic and diluted (in shares)	7,500,000	7,500,000	7,500,000	7,795,706	7,500,000	7,500,000	7,500,000
Basic and diluted net earnings/loss per share (in dollars per share)				$ 0.62			$ (3.45)

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details)	Nov. 26, 2019$ / sharesshares
Initial Public Offering [Member]
Public Offering [Abstract]
Units issued (in shares)	30,000,000
Initial Public Offering [Member] \| Public Shares [Member]
Public Offering [Abstract]
Units issued (in shares)	30,000,000
Unit price (in dollars per share) \| $ / shares	$ 10
Initial Public Offering [Member] \| Public Warrant [Member]
Public Offering [Abstract]
Number of securities called by each unit (in shares)	0.5
Exercise price of warrant (In dollars per share) \| $ / shares	$ 11.50
Initial Public Offering [Member] \| Class A Common Stock [Member]
Public Offering [Abstract]
Number of securities called by each unit (in shares)	1
Number of securities called by each warrant (in shares)	1
Over-Allotment Option [Member] \| Public Shares [Member]
Public Offering [Abstract]
Units issued (in shares)	2,500,000
Unit price (in dollars per share) \| $ / shares	$ 10

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - Private Placement Warrants [Member]	Nov. 26, 2019USD ($)$ / sharesshares
Private Placement Warrants [Abstract]
Warrants issued (in shares) \| shares	8,000,000
Share price (in dollars per share) \| $ / shares	$ 1
Gross proceeds from issuance of warrants \| $	$ 8,000,000
Class A Common Stock [Member]
Private Placement Warrants [Abstract]
Number of securities called by each warrant (in shares) \| shares	1
Exercise price of warrant (In dollars per share) \| $ / shares	$ 11.50

RELATED PARTY TRANSACTIONS, Fou

RELATED PARTY TRANSACTIONS, Founder Shares (Details)	Nov. 21, 2019shares	Oct. 31, 2019shares	Aug. 31, 2019USD ($)shares	Dec. 31, 2019USD ($)shares	Dec. 31, 2020USD ($)$ / sharesshares
Founder Shares [Abstract]
Proceeds from issuance of stock \| $				$ 25,000	$ 0
Stock conversion basis at time of business combination					1
Founder Shares [Member] \| Sponsor [Member] \| Class A Common Stock [Member]
Founder Shares [Abstract]
Stock conversion basis at time of business combination					1
Number of trading days					20 days
Trading day threshold period					30 days
Founder Shares [Member] \| Sponsor [Member] \| Class A Common Stock [Member] \| Minimum [Member]
Founder Shares [Abstract]
Share price (in dollars per share) \| $ / shares					$ 12
Threshold period after initial Business Combination					150 days
Founder Shares [Member] \| Sponsor [Member] \| Class B Common Stock [Member]
Founder Shares [Abstract]
Shares issued (in shares)	7,906,250		7,187,500
Proceeds from issuance of stock \| $			$ 25,000
Stock dividend issued (in shares)	718,750
Ownership interest, as converted percentage	20.00%
Number of shares no longer subject to forfeiture (in shares)	625,000
Number of shares forfeited (in shares)				406,250
Number of shares outstanding (in shares)				7,500,000	7,500,000
Founder Shares [Member] \| Sponsor [Member] \| Class B Common Stock [Member] \| Maximum [Member]
Founder Shares [Abstract]
Number of shares subject to forfeiture (in shares)	1,031,250
Founder Shares [Member] \| Director 1 [Member] \| Class B Common Stock [Member]
Founder Shares [Abstract]
Shares issued (in shares)		25,000
Founder Shares [Member] \| Director 2 [Member] \| Class B Common Stock [Member]
Founder Shares [Abstract]
Shares issued (in shares)		25,000
Founder Shares [Member] \| Director 3 [Member] \| Class B Common Stock [Member]
Founder Shares [Abstract]
Shares issued (in shares)		25,000
Founder Shares [Member] \| Directors [Member] \| Class B Common Stock [Member]
Founder Shares [Abstract]
Shares issued (in shares)		75,000

RELATED PARTY TRANSACTIONS, Adm

RELATED PARTY TRANSACTIONS, Administrative Support Agreement, Promissory Note and Related Party Loans (Details) - USD ($)	Nov. 27, 2019	Nov. 21, 2019	Aug. 07, 2019	Dec. 31, 2019	Dec. 31, 2020
Related Party Transactions [Abstract]
Repayment of debt to related party				$ 85,943	$ 0
Sponsor [Member] \| Administrative Support Agreement [Member]
Related Party Transactions [Abstract]
Related party transaction		$ 10,000
Related party expense				13,000	120,000
Sponsor [Member] \| Administrative Support Agreement [Member] \| Accrued Expenses [Member]
Related Party Transactions [Abstract]
Amount payable				13,000	20,000
Sponsor [Member] \| Promissory Note [Member]
Related Party Transactions [Abstract]
Repayment of debt to related party	$ 85,943
Sponsor [Member] \| Maximum [Member] \| Promissory Note [Member]
Related Party Transactions [Abstract]
Related party transaction			$ 300,000
Sponsor, an Affiliate of our Sponsor or Certain of the Company's Officers and Directors [Member] \| Working Capital Loans [Member]
Related Party Transactions [Abstract]
Loans outstanding				$ 0	0
Sponsor, an Affiliate of our Sponsor or Certain of the Company's Officers and Directors [Member] \| Maximum [Member] \| Working Capital Loans [Member]
Related Party Transactions [Abstract]
Related party transaction					$ 1,500,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)	Dec. 31, 2020USD ($)$ / shares	Nov. 26, 2019USD ($)	Nov. 21, 2019Demand
Underwriting Agreement [Abstract]
Deferred underwriter fee discount (in dollars per share) \| $ / shares	$ 0.35
Deferred underwriting fees \| $	$ 10,500,000	$ 10,500,000
Maximum [Member]
Registration And Stockholder Rights [Abstract]
Number of demands eligible security holder can make \| Demand			3

STOCKHOLDERS' EQUITY (Details)

STOCKHOLDERS' EQUITY (Details)	12 Months Ended
STOCKHOLDERS' EQUITY (Details)	Dec. 31, 2020Vote$ / sharesshares	Dec. 31, 2019Vote$ / sharesshares
Stockholders' Equity [Abstract]
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Stock conversion basis at time of business combination	1
Stock conversion percentage threshold	20.00%
Class A Common Stock [Member]
Stockholders' Equity [Abstract]
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common stock, shares issued (in shares)	4,960,144	2,513,136
Common stock, shares outstanding (in shares)	4,960,144	2,513,136
Voting right per share \| Vote	1	1
Common stock subject to possible redemption (in shares)	25,039,856	27,486,864
Class B Common Stock [Member]
Stockholders' Equity [Abstract]
Common stock, shares authorized (in shares)	20,000,000	20,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common stock, shares issued (in shares)	7,500,000	7,500,000
Common stock, shares outstanding (in shares)	7,500,000	7,500,000

WARRANT LIABILITY (Details)

WARRANT LIABILITY (Details)	12 Months Ended
WARRANT LIABILITY (Details)	Dec. 31, 2020$ / sharesshares
Warrants [Abstract]
Warrants outstanding (in shares) \| shares	23,000,000
Period for warrants to become exercisable after IPO	12 months
Period for warrants to become exercisable	30 days
Number of days to file registration statement	15 days
Period for registration statement to become effective	60 days
Private Placement Warrants [Member]
Warrants [Abstract]
Trading day threshold period	30 days
Class A Common Stock [Member] \| Additional Issue of Common Stock or Equity-linked Securities [Member]
Warrants [Abstract]
Percentage of newly issued price to be adjusted to exercise price of warrants	115.00%
Percentage of newly issued price to be adjusted to redemption trigger price	180.00%
Class A Common Stock [Member] \| Additional Issue of Common Stock or Equity-linked Securities [Member] \| Minimum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 9.20
Redemption of Warrants for Cash [Member] \| Class A Common Stock [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share)	$ 0.01
Notice period to redeem warrants	30 days
Number of trading days	20 days
Trading day threshold period	30 days
Redemption of Warrants for Cash [Member] \| Class A Common Stock [Member] \| Minimum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 18
Redemption of Warrants for Class A Common Stock [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share)	$ 0.10
Notice period to redeem warrants	30 days
Period Commencing after Warrants Become Exercisable	90 days
Redemption of Warrants for Class A Common Stock [Member] \| Class A Common Stock [Member] \| Minimum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 10

INCOME TAX (Details)

INCOME TAX (Details) - USD ($)	5 Months Ended	12 Months Ended
INCOME TAX (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2020
Deferred Tax Asset [Abstract]
Organizational costs/Startup expenses	$ 18,166	$ 112,904
Total deferred tax asset	18,166	112,904
Valuation allowance	(18,166)	(112,904)
Deferred tax asset, net of allowance	0	0
Federal [Abstract]
Current	72,043	375,088
Deferred	(18,166)	(94,738)
State [Abstract]
Current	0	0
Deferred	0	0
Change in valuation allowance	18,166	94,738
Income tax provision	72,043	375,088
Operating Loss Carryforwards [Abstract]
Federal and State net operating loss carryovers	$ 0	$ 0
Reconciliation of Federal Income Tax Rate [Abstract]
Statutory federal income tax rate	21.00%	21.00%
State taxes, net of federal tax benefit	0.00%	0.00%
Change in fair value of warrant liability	(22.50%)	(22.20%)
Transaction costs allocable to warrant liability	2.50%	0.00%
Change in valuation allowance	0.40%	(0.40%)
Income tax provision	1.40%	(1.60%)

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	5 Months Ended	12 Months Ended
FAIR VALUE MEASUREMENTS (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2020
Debt Securities, Held-to-maturity [Abstract]
Cash withdrawn for payment of franchise taxes	$ 0	$ 84,434
US Treasury Securities [Member]
Debt Securities, Held-to-maturity [Abstract]
Assets held in trust, investments	1,000,905	1,000,838
US Treasury Securities [Member] \| Recurring [Member] \| Level 1 [Member]
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract]
Amortized Cost	299,426,589	301,328,657
Gross Holding Loss	(9,722)	(2,966)
Fair Value	$ 299,416,867	$ 301,325,691
Maturity, Date	May 21, 2020	Feb. 18, 2021
US Treasury Bills [Member]
Debt Securities, Held-to-maturity [Abstract]
Assets held in trust, investments	$ 299,426,589	$ 301,328,657

FAIR VALUE MEASUREMENTS, Liabil

FAIR VALUE MEASUREMENTS, Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring [Member] - USD ($)	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Nov. 26, 2019
Public Warrants [Member] \| Level 1 [Member]
Liabilities [Abstract]
Warrant Liability	$ 19,500,000	$ 16,950,000	$ 14,700,000	$ 8,100,000	$ 7,350,000	$ 10,950,000
Private Placement Warrants [Member] \| Level 3 [Member]
Liabilities [Abstract]
Warrant Liability	$ 17,200,000	$ 9,040,000	$ 7,840,000	$ 4,320,000	$ 3,920,000	$ 5,840,000

FAIR VALUE MEASUREMENTS, Level

FAIR VALUE MEASUREMENTS, Level 3 Fair Value Measurements of Warrant Liability (Details) - Warrants [Member]	Dec. 31, 2020$ / shares	Sep. 30, 2020$ / shares	Jun. 30, 2020$ / shares	Mar. 31, 2020$ / shares	Dec. 31, 2019$ / shares	Nov. 26, 2019$ / shares
Fair Value Measurements [Abstract]
Term	5 years	5 years	5 years	5 years	5 years	5 years
Exercise Price [Member]
Fair Value Measurements [Abstract]
Measurement input	11.50	11.50	11.50	11.50	11.50	11.50
Stock Price [Member]
Fair Value Measurements [Abstract]
Measurement input	10.26	10.19	9.96	9.70	9.78	9.78
Volatility [Member]
Fair Value Measurements [Abstract]
Measurement input	0.2660	0.1830	0.1720	0.1190	0.0870	0.122
Risk-free Rate [Member]
Fair Value Measurements [Abstract]
Measurement input	0.0042	0.0025	0.0027	0.0069	0.0170	0.0159
Dividend Yield [Member]
Fair Value Measurements [Abstract]
Measurement input	0	0	0	0	0	0

FAIR VALUE MEASUREMENTS, Change

FAIR VALUE MEASUREMENTS, Changes in Fair Value of Level 3 Warrant Liabilities (Details) - USD ($)	5 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Warrant Liabilities [Member]
Unobservable Input Reconciliation [Roll Forward]
Fair value, beginning balance	$ 0	$ 11,270,000
Initial measurement on November 26, 2019	16,790,000
Transfer to Level 1		(7,350,000)
Change in fair value	(5,520,000)	13,280,000
Fair value, ending balance	11,270,000	17,200,000
Private Placement [Member]
Unobservable Input Reconciliation [Roll Forward]
Fair value, beginning balance	0	3,920,000
Initial measurement on November 26, 2019	5,840,000
Transfer to Level 1		0
Change in fair value	(1,920,000)	13,280,000
Fair value, ending balance	3,920,000	17,200,000
Public Warrant [Member]
Unobservable Input Reconciliation [Roll Forward]
Fair value, beginning balance	0	7,350,000
Initial measurement on November 26, 2019	10,950,000
Transfer to Level 1		(7,350,000)
Change in fair value	(3,600,000)	0
Fair value, ending balance	$ 7,350,000	$ 0