Gelesis (CPSR) 10-K/A 8 Jul 21 2020 FY Annual report (amended) Financial data

Document and Entity Information

Document and Entity Information - USD ($)	11 Months Ended
	Dec. 31, 2020	Mar. 30, 2021	Jun. 30, 2020
Document Information [Line Items]
Document Type	10-K/A
Document Period End Date	Dec. 31, 2020
Entity Registrant Name	CAPSTAR SPECIAL PURPOSE ACQUISITION CORP.
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			$ 0
Entity Central Index Key	0001805087
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Amendment Flag	true
Amendment Description	Amendment No. 1
Transition Report	true
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class ACommon Stock and one-half of one Warrant
Trading Symbol	CPSR.U
Security Exchange Name	NYSE
Class A common stock
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	CPSR
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		27,600,000
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Trading Symbol	CPSR WS
Security Exchange Name	NYSE
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		6,900,000

BALANCE SHEET

BALANCE SHEET	Dec. 31, 2020USD ($)
Current Assets
Cash	$ 491,827
Prepaid expenses	65,973
Total Current Assets	557,800
Cash and marketable securities held in Trust Account	276,209,453
TOTAL ASSETS	276,767,253
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities - accrued expenses	1,630,832
Warrant liability	30,101,808
Deferred underwriting payable	9,660,000
Total Liabilities	41,392,640
Commitments
Class A Common Stock Subject to Possible Redemption	230,374,604
Stockholders' Equity
Common stock	457
Additional paid-in capital	20,293,722
Accumulated deficit	(15,294,860)
Total Stockholders' Equity	5,000,009
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	276,767,253
Class A common stock
Stockholders' Equity
Common stock	457
Class B common stock
Stockholders' Equity
Common stock	$ 690

BALANCE SHEET (Parenthetical)

BALANCE SHEET (Parenthetical) - $ / shares	Dec. 31, 2020	Feb. 26, 2020
Preferred stock, par value	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Class A common stock
Ordinary shares, par value	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	100,000,000	100,000,000
Ordinary shares, shares issued	4,565,331
Ordinary shares, shares outstanding	4,565,331
Temporary Equity, Shares Outstanding	23,034,669
Class B common stock
Ordinary shares, par value	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	10,000,000	10,000,000
Ordinary shares, shares issued	6,900,000
Ordinary shares, shares outstanding	6,900,000

STATEMENT OF OPERATIONS

STATEMENT OF OPERATIONS	11 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
Formation and operating costs	$ 2,426,204
Loss from operations	(2,426,204)
Other expense:
Interest earned on marketable securities held in Trust Account	201,441
Unrealized gain on marketable securities held in Trust Account	8,012
Change in fair value of warrant liability	(12,406,208)
Transaction costs incurred in connection with warrant liability	(671,901)
Other expense, net	(12,868,656)
Net loss	$ (15,294,860)
Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption | shares	24,524,620
Basic and diluted net income per share, Class A Common stock subject to possible redemption | $ / shares	$ 0
Basic and diluted weighted average shares outstanding, Non-redeemable common stock | shares	8,269,814
Basic and diluted net loss per share, Non-redeemable common stock | $ / shares	$ (1.85)
Class A common stock
Other expense:
Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption | shares	24,524,620
Basic and diluted net income per share, Class A Common stock subject to possible redemption | $ / shares	$ 0

STATEMENT OF CHANGES IN STOCKHO

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 11 months ended Dec. 31, 2020 - USD ($)	Class A common stockCommon Stock	Class B common stockCommon Stock	Additional Paid-in Capital	(Accumulated Deficit) Retained Earnings	Total
Balance at the beginning at Feb. 13, 2020	$ 0	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Feb. 13, 2020	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B common stock		$ 690	24,310		25,000
Issuance of Class B common stock (in shares)		6,900,000
Sale of 27,600,000 Units, net of underwriting discounts	$ 2,760		249,363,313		$ 249,366,073
Sale of Units, net of underwriting discounts (in shares)	27,600,000				27,600,000
Cash paid in excess of fair value of Private Placement Warrants			1,278,400		$ 1,278,400
Class A common stock subject to possible redemption	$ (2,303)		(230,372,301)		(230,374,604)
Class A common stock subject to possible redemption (in shares)	(23,034,669)
Net loss				(15,294,860)	(15,294,860)
Balance at the end at Dec. 31, 2020	$ 457	$ 690	$ 20,293,722	$ (15,294,860)	$ 5,000,009
Balance at the end (in shares) at Dec. 31, 2020	4,565,331	6,900,000

STATEMENT OF CHANGES IN STOCK_2

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical)	11 Months Ended
	Dec. 31, 2020shares
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Sale of units (in shares)	27,600,000

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS	11 Months Ended
	Dec. 31, 2020USD ($)
Cash Flows from Operating Activities:
Net loss	$ (15,294,860)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(201,441)
Unrealized gain on marketable securities held in Trust Account	(8,012)
Change in fair value of warrant liability	12,406,208
Transaction costs incurred in connection with warrant liability	671,901
Changes in operating assets and liabilities:
Prepaid expenses	(65,973)
Accrued expenses	1,630,832
Net cash used in operating activities	(861,345)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(276,000,000)
Net cash used in investing activities	(276,000,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor	25,000
Proceeds from sale of Units, net of underwriting discounts paid	270,480,000
Proceeds from sale of Private Placement Warrants	7,520,000
Proceeds from promissory note - related party	150,000
Repayment of promissory note - related party	(150,000)
Payment of offering costs	(671,828)
Net cash provided by financing activities	277,353,172
Net Change in Cash	491,827
Cash - End of period	491,827
Non-cash investing and financing activities:
Initial classification of Class A common stock subject to possible redemption	244,996,570
Change in value of Class A common stock subject to possible redemption	(14,621,966)
Deferred underwriting fee payable	9,660,000
Initial classification of warrant liability	$ 17,695,600

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	11 Months Ended
	Dec. 31, 2020
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Capstar Special Purpose Acquisition Corp. (the “Company”) was incorporated in Delaware on February 14, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the consumer, healthcare and technology, media and telecommunications (“TMT”) industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from February 14, 2020 (inception) through December 31, 2020 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, and the search for a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial 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 July 1, 2020. On July 7, 2020, the Company consummated the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,520,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Capstar Sponsor Group, LLC (the “Sponsor”), generating gross proceeds of $7,520,000, which is described in Note 5. Transaction costs amounted to $15,851,828, consisting of $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $671,828 of other offering costs. Following the closing of the Initial Public Offering on July 7, 2020, an amount of $276,000,000 ($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”). The proceeds are held in the Trust Account located in the United States and shall be 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 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a‑7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the funds in the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding taxes payable on interest income earned from the Trust Account and the deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide 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). The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, 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 or stock exchange requirements and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. 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. The Sponsor has agreed (i) 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 (ii) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares in conjunction with any such amendment. The Company will have until July 7, 2022 to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its right to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the 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, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply 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, the 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 the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID‑19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or 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. Liquidity and Management’s Plan As of December 31, 2020, the Company had $491,827 in its operating bank accounts, $276,209,453 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital deficit of $897,026, which excludes $176,006 of franchise taxes payable. As of December 31, 2020, approximately $209,000 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. As of December 31, 2020, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements and had substantial doubt over its ability to continue as a going concern. On March 3, 2021 (see Note 12), the Sponsor committed to provide the Company an aggregate of $1,500,000 in loans for working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations for at least one year from the issuance date of these financial statements and therefore substantial doubt has been alleviated.

RESTATEMENT OF PREVIOUSLY ISSUE

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	11 Months Ended
	Dec. 31, 2020
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
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 staff of the Division of Corporation Finance of the Securities and Exchange Commission 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, dated as of July 7, 2020, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”). In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. 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 Section 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 as well as re-evaluate the treatment of the warrants (including on July 7, 2020, September 30, 2020 and December 31, 2020) 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 cash or investments held in the trust account. As Previously As Reported Adjustments Restated Balance sheet as of July 7, 2020 (audited) Warrant Liability $ — $ 17,695,600 $ 17,695,600 Class A Common Stock Subject to Possible Redemption 262,692,170 (17,695,600) 244,996,570 Class A Common Stock 133 177 310 Additional Paid-in Capital 5,000,179 671,724 5,671,903 Accumulated Deficit (1,000) (671,901) (672,901) Balance sheet as of September 30, 2020 (unaudited) Warrant Liability $ — $ 17,081,700 $ 17,081,700 Class A Common Stock Subject to Possible Redemption 262,636,479 (17,081,700) 245,554,779 Class A Common Stock 134 171 305 Additional Paid-in Capital 5,055,869 57,830 5,113,699 Accumulated Deficit (56,690) (58,001) (114,691) Balance sheet as of December 31, 2020 (audited) Warrant Liability $ — $ 30,101,808 $ 30,101,808 Class A Common Stock Subject to Possible Redemption 260,476,412 (30,101,808) 230,374,604 Common Stock 156 301 457 Additional Paid-in Capital 7,215,914 13,077,808 20,293,722 Accumulated Deficit (2,216,751) (13,078,109) (15,294,860) Stockholders’ Equity 5,000,009 5,000,009 Statement of Operations for the Period from February 14, 2020 (inception) to September 30, 2020 (audited) Change in fair value of warrant liability $ — $ 613,900 $ 613,900 Transaction costs associated with Initial Public Offering — (671,901) (671,901) Net loss (56,690) (58,001) (114,691) Weighted average shares outstanding, Common stock subject to possible redemption (1,769,560) Basic and diluted net income per share, Common stock subject to possible redemption — Weighted average shares outstanding, Common stock Basic and diluted net loss per share, Common stock (0.02) — (0.02) Statement of Operations for the Period from February 14, 2020 (inception) to December 31, 2020 (unaudited) Change in fair value of warrant liability $ — $ (12,406,208) $ (12,406,208) Transaction costs associated with Initial Public Offering — (671,901) (671,901) Net loss (2,216,751) (13,078,109) (15,294,860) Weighted average shares outstanding, Common stock subject to possible redemption 26,261,989 (1,737,369) 24,524,620 Basic and diluted net income per share, Common stock subject to possible redemption — Weighted average shares outstanding, Common stock 7,273,705 1,010,362 8,269,814 Basic and diluted net loss per share, Common stock (0.31) (1.54) (1.85) Cash Flow Statement for the Period from February 14, 2020 (inception) to September 30, 2020 (unaudited) Net loss (56,690) (58,001) (114,691) Change in fair value of warrant liability $ — $ (613,900) $ (613,900) Transaction costs associated with Initial Public Offering — 671,901 Initial classification of Class A common stock subject to possible redemption 262,692,170 (17,695,600) 244,996,570 Change in value of Class A common stock subject to possible redemption (55,691) 558,209 Cash Flow Statement for the Period from February 14, 2020 (inception) to December 31, 2020 (audited) Net loss (2,216,751) (13,078,109) (15,294,860) Change in fair value of warrant liability $ — $ (12,406,208) $ (12,406,208) Transaction costs associated with Initial Public Offering — (671,901) (671,901) Initial classification of Class A common stock subject to possible redemption 262,692,170 (17,695,600) 244,996,570 Change in value of Class A common stock subject to possible redemption (2,215,758) (12,406,208) (14,621,966)

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	11 Months Ended
	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (“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 statement 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 the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. Warrant Liability (Restated, see Note 2) The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F 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 adjust 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 Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. 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. Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. 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. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, the CARES Act was enacted in response to COVID‑19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the “IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. Given the Company’s full valuation allowance position and capitalization of all costs, the CARES Act did not have an impact on the financial statements. Net Income (Loss) per Common Share (Restated, see Note 2) Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 21,320,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net income (loss) per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period from February 14, 2020 (Inception) Through December 31, 2020 Class A Common Stock Subject to Possible Redemption Numerator: Earnings allocable to Class A common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 174,810 Less: interest available to be withdrawn for payment of taxes (146,895) Less: interest available to be withdrawn for working capital — Net income attributable to Class A common stock subject to possible redemption $ 27,915 Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 24,524,620 Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (15,294,860) Net income allocable to Class A common stock subject to possible redemption (27,915) Non-Redeemable Net Loss $ (15,322,775) Denominator: Weighted Average Non-redeemable common Stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 8,269,814 Basic and diluted net loss per share, Non-redeemable common stock $ (1.85) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair Value Measurements (Restated, see Note 2) The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Level 2: Level 3: 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.

PUBLIC OFFERING

PUBLIC OFFERING	11 Months Ended
	Dec. 31, 2020
PUBLIC OFFERING
PUBLIC OFFERING	NOTE 4. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 27,600,000 Units, which includes the full exercise by the underwriters of their option to purchase an additional 3,600,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8).

PRIVATE PLACEMENT

PRIVATE PLACEMENT	11 Months Ended
	Dec. 31, 2020
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, on July 7, 2020, the Sponsor purchased an aggregate of 7,520,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $7,520,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	11 Months Ended
	Dec. 31, 2020
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On February 26, 2020, the Sponsor purchased 5,750,000 shares of the Company’s Class B common stock (the “Founder Shares”) for an aggregate price of $25,000. On July 1, 2020, the Company effected a stock dividend of 1,150,000 shares, resulting in the Company’s initial stockholders holding an aggregate of 6,900,000 Founder Shares. The Founder Shares included an aggregate of up to 900,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. All share and per-share amounts have been retroactively restated to reflect the stock dividend. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Support Agreement The Company entered into an agreement, commencing on July 1, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. For the period from February 14, 2020 (inception) through December 31, 2020, the Company incurred and paid $60,000 in fees for these services, of which such amount is included in accrued expenses in the accompanying balance sheet. Promissory Note — Related Party On February 14, 2020, the Sponsor agreed to loan the Company an aggregate of up to $250,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note was non-interest bearing and payable on the earlier of July 31, 2020 or the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $150,000 was repaid at the closing of the Initial Public Offering on July 7, 2020. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“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. 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 at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants.

COMMITMENTS

COMMITMENTS	11 Months Ended
	Dec. 31, 2020
COMMITMENTS
COMMITMENTS	NOTE 7. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on July 1, 2020, 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 Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. 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 $9,660,000 in the aggregate. The deferred fee will be waived by the underwriters in the event that the Company does not complete a Business Combination, subject to the terms of the underwriting agreement.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	11 Months Ended
	Dec. 31, 2020
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY	NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock —The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020, there were no shares of preferred stock issued or outstanding. Class A Common Stock —On February 26, 2020, the Company amended its Certificate of Incorporation such that the Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2020, there were 4,565,331 shares of Class A common stock issued and outstanding, excluding 23,034,669 shares of Class A common stock subject to possible redemption. Class B Common Stock —On February 26, 2020, the Company amended its Certificate of Incorporation such that the Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At December 31, 2020, there were 6,900,000 shares of Class B common stock issued and outstanding. Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a 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 offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

WARRANTS

WARRANTS	11 Months Ended
	Dec. 31, 2020
WARRANTS
WARRANTS	NOTE 9. WARRANTS Warrants —Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act 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 and we will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Once the warrants become exercisable, the Company may redeem the Public Warrants: · in whole and not in part; · at a price of $0.01 per warrant; · upon not less than 30 days’ prior written notice of redemption to each warrant holder; and · if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30‑trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The 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 Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

INCOME TAX (Restated, see Note

INCOME TAX (Restated, see Note 2)	11 Months Ended
	Dec. 31, 2020
INCOME TAX (Restated, see Note 2)
INCOME TAX (Restated, see Note 2)	NOTE 10. INCOME TAX (Restated, see Note 2) The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax assets (liabilities) Net operating loss carryforward $ 36,961 Startup and organizational costs 472,542 Unrealized gain on marketable securities (43,985) Total deferred tax assets 465,518 Valuation Allowance (465,518) Deferred tax assets, net of allowance $ — The income tax provision consists of the following: For the Period from February 14, 2020 (Inception) Through December 31, 2020 Federal Current $ — Deferred (465,518) State and Local Current — Deferred — Change in valuation allowance 465,518 Income tax provision $ — As of December 31, 2020, the Company had $176,006 of U.S. federal 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 period from February 14, 2020 (inception) through December 31, 2020 , the change in the valuation allowance was $465,518. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, 2020 Statutory federal income tax rate % Change in fair value of warrants (17.1) % Transaction costs incurred in connection with warrant liabilities (0.9) % Valuation allowance (3.0) % Income tax provision 0.0 % The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open to examination by the taxing authorities . See Note 2 for a discussion on the restatement of the Company's financial statements.

FAIR VALUE MEASUREMENTS (Restat

FAIR VALUE MEASUREMENTS (Restated, see Note 2)	11 Months Ended
	Dec. 31, 2020
FAIR VALUE MEASUREMENTS (Restated, see Note 2)
FAIR VALUE MEASUREMENTS (Restated, see Note 2)	NOTE 11. FAIR VALUE MEASUREMENTS (Restated, see Note 2) 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 indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2020 Assets: Cash and marketable securities held in Trust Account 1 $ 276,209,453 Liabilities: Warrant Liability - Public Warrants 1 19,458,000 Warrant Liability - Private Placement Warrants 3 10,643,808 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations. Initial Measurement The Company established the initial fair value for the Warrants on July 7, 2020, the date of the Company’s Initial Public Offering, using a Monte Carlo Simulation for the Private Placement Warrants and the Public Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of shares of Class B common stock, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to shares of Class A common stock subject to possible redemption, shares of Class A common stock and shares of Class B common stock based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement: July 7, 2020 (Initial Input Measurement) Risk-free interest rate 0.39 % Tine to maturity 6.0 Dividend yield % Expected volatility 10.0 % Exercise price $ 11.50 Unit Price $ 10.18 On July 7, 2020, the Private Placement Warrants and Public Warrants were determined to be $0.83 per warrant for aggregate values of $6.24 million and 11.45 million, respectively. Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 31, 2020 is classified as Level 1 due to the use of an observable market quote in an active market. The subsequent measurement of the Private Placement Warrants was calculated using a Black Scholes Merton model which is considered a Level 3 measurement. The key inputs into the Black Scholes Merton model for the Private Placement Warrants were as follows at December 31, 2020: Input Risk-free interest rate 0.47 % Expected Term 5.76 Dividend yield % Expected volatility 19.0 % Exercise price $ 11.50 Unit Price $ 10.15 As of December 31, 2020, the aggregate values of the Private Placement Warrants and Public Warrants were $19.46 million and $10.64 million, respectively. The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of January 1, 2020 $ — $ — $ — Initial measurement on July 7, 2020 (IPO) 6,241,600 11,454,000 17,695,600 Change in valuation inputs or other assumptions 4,402,208 8,004,000 12,406,208 Fair value as of December 31, 2020 $ 10,643,808 $ 19,458,000 $ 30,101,808 Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, subsequent to initial measurement, the Company had transfers out of Level 3 totaling approximately $11.1 million during the period from July 7, 2020 through December 31, 2020. Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. See Note 2 for a discussion on the restatement of the Company's financial statements.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	11 Months Ended
	Dec. 31, 2020
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On March 3, 2021, the Sponsor committed to provide the Company an aggregate of $1,500,000 in loans for working capital purposes on an as needed basis. Such loans will be evidenced by a promissory note when issued.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	11 Months Ended
	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (“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 statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	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.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills.
Warrant Liability (Restated, see Note 2)	Warrant Liability (Restated, see Note 2) The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F 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 adjust 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 Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. 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.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
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. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, the CARES Act was enacted in response to COVID‑19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the “IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. Given the Company’s full valuation allowance position and capitalization of all costs, the CARES Act did not have an impact on the financial statements.
Net Income (Loss) per Common Share (Restated, see Note 2)	Net Income (Loss) per Common Share (Restated, see Note 2) Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 21,320,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net income (loss) per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period from February 14, 2020 (Inception) Through December 31, 2020 Class A Common Stock Subject to Possible Redemption Numerator: Earnings allocable to Class A common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 174,810 Less: interest available to be withdrawn for payment of taxes (146,895) Less: interest available to be withdrawn for working capital — Net income attributable to Class A common stock subject to possible redemption $ 27,915 Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 24,524,620 Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (15,294,860) Net income allocable to Class A common stock subject to possible redemption (27,915) Non-Redeemable Net Loss $ (15,322,775) Denominator: Weighted Average Non-redeemable common Stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 8,269,814 Basic and diluted net loss per share, Non-redeemable common stock $ (1.85)
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 Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Fair Value Measurements (Restated, see Note 2)	Fair Value Measurements (Restated, see Note 2) The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Level 2: Level 3:
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)	11 Months Ended
	Dec. 31, 2020
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
Schedule of impact of restatement on financial statements	As Previously As Reported Adjustments Restated Balance sheet as of July 7, 2020 (audited) Warrant Liability $ — $ 17,695,600 $ 17,695,600 Class A Common Stock Subject to Possible Redemption 262,692,170 (17,695,600) 244,996,570 Class A Common Stock 133 177 310 Additional Paid-in Capital 5,000,179 671,724 5,671,903 Accumulated Deficit (1,000) (671,901) (672,901) Balance sheet as of September 30, 2020 (unaudited) Warrant Liability $ — $ 17,081,700 $ 17,081,700 Class A Common Stock Subject to Possible Redemption 262,636,479 (17,081,700) 245,554,779 Class A Common Stock 134 171 305 Additional Paid-in Capital 5,055,869 57,830 5,113,699 Accumulated Deficit (56,690) (58,001) (114,691) Balance sheet as of December 31, 2020 (audited) Warrant Liability $ — $ 30,101,808 $ 30,101,808 Class A Common Stock Subject to Possible Redemption 260,476,412 (30,101,808) 230,374,604 Common Stock 156 301 457 Additional Paid-in Capital 7,215,914 13,077,808 20,293,722 Accumulated Deficit (2,216,751) (13,078,109) (15,294,860) Stockholders’ Equity 5,000,009 5,000,009 Statement of Operations for the Period from February 14, 2020 (inception) to September 30, 2020 (audited) Change in fair value of warrant liability $ — $ 613,900 $ 613,900 Transaction costs associated with Initial Public Offering — (671,901) (671,901) Net loss (56,690) (58,001) (114,691) Weighted average shares outstanding, Common stock subject to possible redemption (1,769,560) Basic and diluted net income per share, Common stock subject to possible redemption — Weighted average shares outstanding, Common stock Basic and diluted net loss per share, Common stock (0.02) — (0.02) Statement of Operations for the Period from February 14, 2020 (inception) to December 31, 2020 (unaudited) Change in fair value of warrant liability $ — $ (12,406,208) $ (12,406,208) Transaction costs associated with Initial Public Offering — (671,901) (671,901) Net loss (2,216,751) (13,078,109) (15,294,860) Weighted average shares outstanding, Common stock subject to possible redemption 26,261,989 (1,737,369) 24,524,620 Basic and diluted net income per share, Common stock subject to possible redemption — Weighted average shares outstanding, Common stock 7,273,705 1,010,362 8,269,814 Basic and diluted net loss per share, Common stock (0.31) (1.54) (1.85) Cash Flow Statement for the Period from February 14, 2020 (inception) to September 30, 2020 (unaudited) Net loss (56,690) (58,001) (114,691) Change in fair value of warrant liability $ — $ (613,900) $ (613,900) Transaction costs associated with Initial Public Offering — 671,901 Initial classification of Class A common stock subject to possible redemption 262,692,170 (17,695,600) 244,996,570 Change in value of Class A common stock subject to possible redemption (55,691) 558,209 Cash Flow Statement for the Period from February 14, 2020 (inception) to December 31, 2020 (audited) Net loss (2,216,751) (13,078,109) (15,294,860) Change in fair value of warrant liability $ — $ (12,406,208) $ (12,406,208) Transaction costs associated with Initial Public Offering — (671,901) (671,901) Initial classification of Class A common stock subject to possible redemption 262,692,170 (17,695,600) 244,996,570 Change in value of Class A common stock subject to possible redemption (2,215,758) (12,406,208) (14,621,966)

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	11 Months Ended
	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of calculation of basic and diluted net income (loss) per common share	For the Period from February 14, 2020 (Inception) Through December 31, 2020 Class A Common Stock Subject to Possible Redemption Numerator: Earnings allocable to Class A common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 174,810 Less: interest available to be withdrawn for payment of taxes (146,895) Less: interest available to be withdrawn for working capital — Net income attributable to Class A common stock subject to possible redemption $ 27,915 Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 24,524,620 Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (15,294,860) Net income allocable to Class A common stock subject to possible redemption (27,915) Non-Redeemable Net Loss $ (15,322,775) Denominator: Weighted Average Non-redeemable common Stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 8,269,814 Basic and diluted net loss per share, Non-redeemable common stock $ (1.85)

INCOME TAX (Restated, see Not_2

INCOME TAX (Restated, see Note 2) (Tables)	11 Months Ended
	Dec. 31, 2020
INCOME TAX (Restated, see Note 2)
Schedule of Company's net deferred tax assets	December 31, 2020 Deferred tax assets (liabilities) Net operating loss carryforward $ 36,961 Startup and organizational costs 472,542 Unrealized gain on marketable securities (43,985) Total deferred tax assets 465,518 Valuation Allowance (465,518) Deferred tax assets, net of allowance $ —
Schedule of income tax provision	For the Period from February 14, 2020 (Inception) Through December 31, 2020 Federal Current $ — Deferred (465,518) State and Local Current — Deferred — Change in valuation allowance 465,518 Income tax provision $ —
Schedule of reconciliation of the federal income tax rate to the Company's effective tax rate	December 31, 2020 Statutory federal income tax rate % Change in fair value of warrants (17.1) % Transaction costs incurred in connection with warrant liabilities (0.9) % Valuation allowance (3.0) % Income tax provision 0.0 %

FAIR VALUE MEASUREMENTS (Rest_2

FAIR VALUE MEASUREMENTS (Restated, see Note 2) (Tables)	11 Months Ended
	Dec. 31, 2020
FAIR VALUE MEASUREMENTS (Restated, see Note 2)
Schedule of Company's assets that are measured at fair value on a recurring basis	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 indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2020 Assets: Cash and marketable securities held in Trust Account 1 $ 276,209,453 Liabilities: Warrant Liability - Public Warrants 1 19,458,000 Warrant Liability - Private Placement Warrants 3 10,643,808
Schedule of quantitative information regarding Level 3 fair value measurements	July 7, 2020 (Initial Input Measurement) Risk-free interest rate 0.39 % Tine to maturity 6.0 Dividend yield % Expected volatility 10.0 % Exercise price $ 11.50 Unit Price $ 10.18 Input Risk-free interest rate 0.47 % Expected Term 5.76 Dividend yield % Expected volatility 19.0 % Exercise price $ 11.50 Unit Price $ 10.15
Schedule of change in the fair value of the warrant liabilities	Private Placement Public Warrant Liabilities Fair value as of January 1, 2020 $ — $ — $ — Initial measurement on July 7, 2020 (IPO) 6,241,600 11,454,000 17,695,600 Change in valuation inputs or other assumptions 4,402,208 8,004,000 12,406,208 Fair value as of December 31, 2020 $ 10,643,808 $ 19,458,000 $ 30,101,808

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($)	Jul. 07, 2020	Dec. 31, 2020	Mar. 03, 2021
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares)		27,600,000
Sale of Private Placement Warrants (in shares)	7,520,000
Price of single warrant	$ 1
Proceeds from sale of Private Placement Warrants	$ 7,520,000	$ 7,520,000
Transaction Costs		15,851,828
Underwriting fees		5,520,000
Deferred underwriting fees		9,660,000
Other offering costs		$ 671,828
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account		80.00%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination		50.00%
Minimum net tangible assets upon consummation of the Business Combination		$ 5,000,001
Threshold percentage of Public Shares subject to redemption without the Company's prior written consent		15.00%
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)		100.00%
Threshold business days for redemption of public shares		10 days
Maximum net interest to pay dissolution expenses		$ 100,000
Cash		491,827
Operating bank accounts		276,209,453
Working capital deficit		897,026
Franchise tax payable		176,006
Amount on deposit in Trust Account		$ 209,000
SUBSEQUENT EVENTS
Subsidiary, Sale of Stock [Line Items]
Loans for working capital purpose			$ 1,500,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares)	27,600,000	27,600,000
Unit price	$ 10
Proceeds from issuance of units	$ 276,000,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares)		7,520,000
Price of single warrant		$ 1
Proceeds from sale of Private Placement Warrants		$ 7,520,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares)	3,600,000	3,600,000
Unit price	$ 10

RESTATEMENT OF PREVIOUSLY ISS_3

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Schedule of impact of restatement on financial statements (Details) - USD ($)	8 Months Ended	11 Months Ended
	Sep. 30, 2020	Dec. 31, 2020	Jul. 07, 2020	Feb. 13, 2020
BALANCE SHEET
Warrant liability	$ 17,081,700	$ 30,101,808	$ 17,695,600
Class A Common Stock Subject to Possible Redemption	245,554,779	230,374,604	244,996,570
Common Stock	305	457	310
Additional Paid-in Capital	5,113,699	20,293,722	5,671,903
Accumulated Deficit	(114,691)	(15,294,860)	(672,901)
Stockholders' Equity		5,000,009		$ 0
STATEMENT OF OPERATIONS
Change in fair value of warrant liability	613,900	(12,406,208)
Transaction costs associated with Initial Public Offering	(671,901)	(671,901)
Net loss	$ (114,691)	$ (15,294,860)
Weighted average shares outstanding, Common stock subject to possible redemption	24,499,657	24,524,620
Basic and diluted net income per share, Common stock subject to possible redemption	$ 0	$ 0
Weighted average shares outstanding, Common stock	7,559,767	8,269,814
Basic and diluted net loss per share, Common stock	$ (0.02)	$ (1.85)
STATEMENT OF CASH FLOWS
Net loss	$ (114,691)	$ (15,294,860)
Change in fair value of warrant liability	(613,900)	(12,406,208)
Transaction costs incurred in connection with warrant liability	671,901	(671,901)
Initial classification of Class A common stock subject to possible redemption	244,996,570	244,996,570
Change in value of Class A common stock subject to possible redemption	558,209	(14,621,966)
Previously Reported [Member]
BALANCE SHEET
Class A Common Stock Subject to Possible Redemption	262,636,479	260,476,412	262,692,170
Common Stock	134	156	133
Additional Paid-in Capital	5,055,869	7,215,914	5,000,179
Accumulated Deficit	(56,690)	(2,216,751)	(1,000)
Stockholders' Equity		5,000,009
STATEMENT OF OPERATIONS
Net loss	$ (56,690)	$ (2,216,751)
Weighted average shares outstanding, Common stock subject to possible redemption	26,269,217	26,261,989
Basic and diluted net income per share, Common stock subject to possible redemption	$ 0	$ 0
Weighted average shares outstanding, Common stock	6,869,801	7,273,705
Basic and diluted net loss per share, Common stock	$ (0.02)	$ (0.31)
STATEMENT OF CASH FLOWS
Net loss	$ (56,690)	$ (2,216,751)
Initial classification of Class A common stock subject to possible redemption	262,692,170	262,692,170
Change in value of Class A common stock subject to possible redemption	(55,691)	(2,215,758)
Revision of Prior Period, Adjustment [Member]
BALANCE SHEET
Warrant liability	17,081,700	30,101,808	17,695,600
Class A Common Stock Subject to Possible Redemption	(17,081,700)	(30,101,808)	(17,695,600)
Common Stock	171	301	177
Additional Paid-in Capital	57,830	13,077,808	671,724
Accumulated Deficit	(58,001)	(13,078,109)	$ (671,901)
Stockholders' Equity		5,000,009
STATEMENT OF OPERATIONS
Change in fair value of warrant liability	613,900	(12,406,208)
Transaction costs associated with Initial Public Offering	(671,901)	(671,901)
Net loss	$ (58,001)	$ (13,078,109)
Weighted average shares outstanding, Common stock subject to possible redemption	(1,769,560)	(1,737,369)
Weighted average shares outstanding, Common stock	689,966	1,010,362
Basic and diluted net loss per share, Common stock		$ (1.54)
STATEMENT OF CASH FLOWS
Net loss	$ (58,001)	$ (13,078,109)
Change in fair value of warrant liability	(613,900)	(12,406,208)
Transaction costs incurred in connection with warrant liability	671,901	(671,901)
Initial classification of Class A common stock subject to possible redemption	(17,695,600)	(17,695,600)
Change in value of Class A common stock subject to possible redemption	$ 613,900	$ (12,406,208)

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	11 Months Ended
	Dec. 31, 2020USD ($)shares
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Unrecognized tax benefits	$ 0
Unrecognized tax benefits accrued for interest and penalties	$ 0
Anti-dilutive securities attributable to warrants (in shares) | shares	21,320,000

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Reconciliation of Net Loss per Common Share (Details) - USD ($)	8 Months Ended	11 Months Ended
	Sep. 30, 2020	Dec. 31, 2020
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest earned on marketable securities held in trust account		$ 174,810
Less: interest available to be withdrawn for payment of taxes		(146,895)
Net income attributable to Class A common stock subject to possible redemption		$ 27,915
Denominator: Weighted Average Class A common stock subject to possible redemption
Weighted average shares outstanding, Common stock subject to possible redemption	24,499,657	24,524,620
Basic and diluted net income per share, Common stock subject to possible redemption	$ 0	$ 0
Numerator: Net Loss minus Net Earnings
Net loss	$ (114,691)	$ (15,294,860)
Net income allocable to Class A common stock subject to possible redemption		(27,915)
Non-Redeemable Net Loss		$ (15,322,775)
Denominator: Weighted Average Non-redeemable common Stock
Weighted average shares outstanding, Common stock	7,559,767	8,269,814
Basic and diluted net loss per share, Common stock	$ (0.02)	$ (1.85)

PUBLIC OFFERING (Details)

PUBLIC OFFERING (Details) - $ / shares	Jul. 07, 2020	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares)		27,600,000
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares)	27,600,000	27,600,000
Price per share		$ 10
Number of shares in a unit		1
Number of warrants in a unit		0.5
Number of shares issuable per warrant		1
Exercise price of warrants		$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares)	3,600,000	3,600,000

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)	Jul. 07, 2020	Dec. 31, 2020
PRIVATE PLACEMENT
Number of warrants to purchase shares issued	7,520,000
Price of warrants	$ 1
Aggregate purchase price	$ 7,520,000	$ 7,520,000
Number of shares per warrant	1
Exercise price of warrant	$ 11.50

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Jul. 01, 2020D$ / sharesshares	Feb. 26, 2020USD ($)shares	Dec. 31, 2020USD ($)
Related Party Transaction [Line Items]
Aggregate purchase price | $			$ 25,000
Founder Shares | Sponsor | Class B common stock
Related Party Transaction [Line Items]
Number of shares issued		5,750,000
Aggregate purchase price | $		$ 25,000
Share dividend	1,150,000
Aggregate number of shares owned	6,900,000
Shares subject to forfeiture	900,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	20.00%
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares	$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D	20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D	30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences	150 days

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)	Jul. 01, 2020	Feb. 14, 2020	Dec. 31, 2020
Related Party Transaction [Line Items]
Repayment of promissory note - related party			$ 150,000
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month	$ 10,000
Expenses incurred and paid			60,000
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note		$ 250,000
Repayment of promissory note - related party		$ 150,000
Related Party Loans
Related Party Transaction [Line Items]
Maximum Loans Convertible Into Warrants			$ 1,500,000
Price of warrants (in dollars per share)			$ 1

COMMITMENTS (Details)

COMMITMENTS (Details)	Dec. 31, 2020USD ($)$ / shares	Jul. 01, 2020item
COMMITMENTS
Maximum number of demands for registration of securities | item		3
Deferred fee per unit | $ / shares	$ 0.35
Deferred underwriting payable | $	$ 9,660,000

STOCKHOLDERS' EQUITY - Preferre

STOCKHOLDERS' EQUITY - Preferred Stock Shares (Details)	Dec. 31, 2020$ / sharesshares
STOCKHOLDERS' EQUITY
Preferred shares, shares authorized	1,000,000
Preferred shares, par value | $ / shares	$ 0.0001
Preferred shares, shares issued	0
Preferred shares, shares outstanding	0

STOCKHOLDERS' EQUITY - Common S

STOCKHOLDERS' EQUITY - Common Stock Shares (Details)	Dec. 31, 2020$ / sharesshares	Feb. 26, 2020Vote$ / sharesshares
Class A common stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	100,000,000	100,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote		1
Common shares, shares issued (in shares)	4,565,331
Common shares, shares outstanding (in shares)	4,565,331
Class A common stock subject to possible redemption, issued (in shares)	26,044,485
Class A common stock subject to possible redemption, outstanding (in shares)	23,034,669
Class B common stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	10,000,000	10,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote		1
Common shares, shares issued (in shares)	6,900,000
Common shares, shares outstanding (in shares)	6,900,000
Threshold conversion ratio of stock	20.00%

Warrants (Details)

Warrants (Details) - Warrants	11 Months Ended
	Dec. 31, 2020itemD$ / shares
Class of Warrant or Right [Line Items]
Public Warrants exercisable term after the completion of a business combination	30 days
Public Warrants exercisable term from the closing of the initial public offering	12 months
Public Warrants expiration term	5 years
Threshold period for filling registration statement after business combination	15 days
Threshold period for registration statement to be effective after which warrants can be exercised on a cashless basis	60 days
Threshold issue price for capital raising purposes in connection with the closing of a Business Combination	$ 9.20
Percentage of gross proceeds on total equity proceeds	60.00%
Threshold trading days for calculating Market Value | item	20
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115.00%
Adjustment two of redemption price of stock based on market value and newly issued price (as a percent)	180.00%
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants | D	20
Threshold number of business days before sending notice of redemption to warrant holders | item	3
Redemption period	30 days

INCOME TAX (Restated, see Not_3

INCOME TAX (Restated, see Note 2) - Net deferred tax assets (Details)	Dec. 31, 2020USD ($)
Deferred tax assets (liabilities)
Net operating loss carryforward	$ 36,961
Startup and organizational costs	472,542
Unrealized gain on marketable securities	(43,985)
Total deferred tax assets	465,518
Valuation Allowance	$ (465,518)

INCOME TAX (Restated, see Not_4

INCOME TAX (Restated, see Note 2) - Income tax provision (Details)	11 Months Ended
	Dec. 31, 2020USD ($)
Federal
Deferred	$ (465,518)
Change in valuation allowance	$ 465,518

INCOME TAX (Restated, see Not_5

INCOME TAX (Restated, see Note 2) - Additional Information (Details)	11 Months Ended
	Dec. 31, 2020USD ($)
INCOME TAX (Restated, see Note 2)
U.S. federal net operating loss carryovers	$ 176,006
Change in valuation allowance	$ 465,518

INCOME TAX (Restated, see Not_6

INCOME TAX (Restated, see Note 2) - Reconciliation of federal income tax rate (Details)	11 Months Ended
	Dec. 31, 2020
INCOME TAX (Restated, see Note 2)
Statutory federal income tax rate	21.00%
Change in fair value of warrants	(17.10%)
Transaction costs incurred in connection with warrant liabilities	(0.90%)
Valuation allowance	(3.00%)
Income tax provision	0.00%

FAIR VALUE MEASUREMENTS (Rest_3

FAIR VALUE MEASUREMENTS (Restated, see Note 2) (Details) - USD ($)	Dec. 31, 2020	Sep. 30, 2020	Jul. 07, 2020
Liabilities:
Warrant Liability	$ 30,101,808	$ 17,081,700	$ 17,695,600
Level 1 | Recurring
Assets:
Cash and marketable securities held in Trust Account	276,209,453
Level 1 | Recurring | Public Warrants
Liabilities:
Warrant Liability	19,458,000
Level 3 | Recurring | Private Placement Warrants
Liabilities:
Warrant Liability	$ 10,643,808

FAIR VALUE MEASUREMENTS (Rest_4

FAIR VALUE MEASUREMENTS (Restated, see Note 2) - Initial Measurement and Subsequent Measurement (Details)	Jul. 07, 2020USD ($)Y$ / shares	Dec. 31, 2020USD ($)Y$ / shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate values		$ 17,695,600
Exercise price of warrant | $ / shares	$ 11.50
Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate values		11,454,000
Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate values		6,241,600
Risk-free interest rate | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	0.39
Tine to maturity | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input | Y	6
Dividend yield | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	0
Expected volatility | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	10
Exercise price | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input | $ / shares	11.50
Monte Carlo simulation model | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Exercise price of warrant | $ / shares	$ 0.83
Monte Carlo simulation model | Level 3 | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate values	$ 11,450,000
Monte Carlo simulation model | Level 3 | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate values	$ 6,240,000
Monte Carlo simulation model | Unit Price | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input | $ / shares	10.18
Black Scholes Merton model | Level 3 | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate values		19,460,000
Black Scholes Merton model | Level 3 | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate values		$ 10,640,000
Black Scholes Merton model | Risk-free interest rate | Level 3 | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input		0.47
Black Scholes Merton model | Tine to maturity | Level 3 | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input | Y		5.76
Black Scholes Merton model | Dividend yield | Level 3 | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input		0
Black Scholes Merton model | Expected volatility | Level 3 | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input		19
Black Scholes Merton model | Exercise price | Level 3 | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input | $ / shares		11.50
Black Scholes Merton model | Unit Price | Level 3 | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input | $ / shares		10.15

FAIR VALUE MEASUREMENTS (Rest_5

FAIR VALUE MEASUREMENTS (Restated, see Note 2) - Changes in the fair value of warrant liabilities (Details) - USD ($)	6 Months Ended	11 Months Ended
	Dec. 31, 2020	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Initial measurement on July 7, 2020 (IPO)		$ 17,695,600
Change in valuation inputs or other assumptions		12,406,208
Fair value as of December 31, 2020	$ 30,101,808	30,101,808
Transfers of public warrant to Level 3	11,100,000
Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Initial measurement on July 7, 2020 (IPO)		11,454,000
Change in valuation inputs or other assumptions		8,004,000
Fair value as of December 31, 2020	19,458,000	19,458,000
Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Initial measurement on July 7, 2020 (IPO)		6,241,600
Change in valuation inputs or other assumptions		4,402,208
Fair value as of December 31, 2020	$ 10,643,808	$ 10,643,808

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details)	Mar. 03, 2021USD ($)
SUBSEQUENT EVENTS
Subsequent Event [Line Items]
Loans for working capital purpose	$ 1,500,000