WeWork (WEWKQ) 10-K/A 17 Dec 21 2020 FY Annual report (amended) Financial data

Cover Page

Cover Page - USD ($)	7 Months Ended
	Dec. 31, 2020	Mar. 24, 2021	Jun. 30, 2020
Document Type	10-K/A
Amendment Flag	true
Entity Filer Category	Non-accelerated Filer
Entity Registrant Name	WeWork Inc.
Entity Central Index Key	0001813756
Entity Small Business	true
Entity Emerging Growth Company	false
Document Period End Date	Dec. 31, 2020
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2020
Current Fiscal Year End Date	--12-31
Entity File Number	001-39419
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Document Annual Report	true
Document Transition Report	false
Entity Incorporation State Country Code	DE
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Public Float			$ 0
Entity Shell Company	false
ICFR Auditor Attestation Flag	false
Entity Address, State or Province	NY
Entity Address, Address Line One	575 Lexington Avenue
Entity Address, City or Town	New York
Entity Address, Postal Zip Code	10022
Entity Tax Identification Number	85-1144904
City Area Code	646
Local Phone Number	389 3922
Amendment Description	References throughout this Amendment No. 2 to the Annual Report on Form 10-K to “we,” “us,” the “Company” or “our company” are to WeWork Inc. (formerly known as BowX Acquisition Corp.), and “Legacy BowX” refers to BowX Acquisition Corp. prior to the Business Combination, unless otherwise noted or the context otherwise indicates. This Amendment No. 2 (“Amendment No. 2”) to the Annual Report on Form 10-K/A amends the Amendment No. 1 to the Annual Report on Form 10-K/A of BowX Acquisition Corp. (First Amended Filing), for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on March 24, 2021. On October 20, 2021 (the “Closing Date”), WeWork Inc. (formerly known as BowX Acquisition Corp. (“Legacy BowX”)), consummated its previously announced business combination pursuant to that certain Agreement and Plan of Merger, dated as of March 25, 2021 (the “Merger Agreement”), by and among Legacy BowX, BowX Merger Subsidiary Corp., a Delaware corporation (“Merger Sub”) and a direct, wholly owned subsidiary of Legacy BowX, and New WeWork Inc., a Delaware corporation formerly known as WeWork Inc. (“Legacy WeWork”). As contemplated by the Merger Agreement, (1) Merger Sub merged with and into Legacy WeWork, with Legacy WeWork surviving as a wholly owned subsidiary of Legacy BowX (the “First Merger”), and (2) immediately following the First Merger and as part of the same overall transaction as the First Merger, Legacy WeWork merged with and into BowX Merger Subsidiary II, LLC, a Delaware limited liability company (“Merger Sub II”) and a direct, wholly owned subsidiary of Legacy BowX (the “Second Merger” and, together with the First Merger, the “Mergers” and, collectively with the other transactions described in the Merger Agreement, the “Business Combination”), with Merger Sub II being the surviving entity of the Second Merger. In connection with the closing of the Business Combination, Legacy BowX changed its name to WeWork Inc. The Company has re-evaluated Legacy BowX’s application of ASC 480-10-S99-3A to Legacy BowX’s accounting classification of the redeemable Class A common stock, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in Legacy BowX’s initial public offering (the “IPO”) on August 7, 2020. Historically, a portion of the Public Shares was classified as permanent equity to maintain stockholders’ equity greater than $5 million on the basis that Legacy BowX will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in Legacy BowX’s amended and restated certificate of incorporation (the “Charter”). Pursuant to such re-evaluation, Legacy BowX’s management has determined that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary equity regardless of the net tangible assets redemption limitation contained in the Charter. In addition, in connection with the change in presentation for the Public Shares, the Company determined it should restate Legacy BowX’s earnings per share presentation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of Legacy BowX. Therefore, on November 29, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that Legacy BowX’s previously issued (i) audited balance sheet as of August 7, 2020 (the “Post IPO Balance Sheet”), as previously restated in Legacy BowX’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2020, filed with the SEC on May 12, 2021 (“2020 Form 10-K/A No. 1”), (ii) audited financial statements included in the 2020 Form 10-K/A No. 1, (iii) unaudited interim financial statements included in the Form 10-Q for the quarterly period ended September 30, 2020 as previously restated in the 2020 Form 10-K/A No. 1, (iv) unaudited interim financial statements included in Legacy BowX’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 24, 2021, (v) unaudited interim financial statements included in Legacy BowX’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 11, 2021, and (vi) Note 2 to the unaudited interim financial statements and Item 4 Part 1 included in Legacy BowX’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 15, 2021 (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and restate Legacy BowX’s earning per share presentation and should no longer be relied upon. As such, the Company is restating in this Form 10-K/A the Post IPO Balance Sheet and Legacy BowX’s audited financial statements included in the 2020 Form 10-K/A No. 1, and the unaudited interim financial statements for the quarterly period ended September 30, 2020. The unaudited interim financial statements for the periods ended March 31, 2021 and June 30, 2021 will be restated in the Company’s Amendment No. 1 to Legacy BowX’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, to be filed with the SEC (the “Q3 Form 10-Q/A”). The restatement did not have an impact on Legacy BowX’s cash position and the cash that was held in the trust account established in connection with Legacy BowX’s IPO (the “Trust Account”). On November 29, 2021, the Company’s management concluded that a material weakness in internal control over financial reporting existed at Legacy BowX prior to the Business Combination and disclosure controls and procedures were not effective. We are filing this Amendment No. 2 to amend and restate the First Amended Filing with modification as necessary to reflect the restatements. The following items have been amended to reflect the restatements: Part I, Item 1A. Risk Factors Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations Part II, Item 8. Financial Statements and Supplementary Data Part II, Item 9A. Controls and Procedures In addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing in connection with this Form 10-K/A (No. 1 Exhibits 31.1, 31.2, 32.1 and 32.2). Except as described above, this Amendment No. 2 does not amend or update any other information contained in the First Amended Filing. This Amendment No. 2 does not purport to reflect any information or events including the closing of the Business combination, subsequent to the First Amended Filing, except as expressly described herein. Accordingly, this Amendment No. 2 should be read in conjunction with the First Amended Filing, and with our filings with the SEC subsequent to the Quarterly Report on Form 10-Q of WeWork for the quarter ended September 30, 2021.
Class A Common Stock
Title of 12(b) Security	Class A common stock, $0.0001 per share
Trading Symbol	WE
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		48,300,000
Class B Common Stock
Entity Common Stock, Shares Outstanding		12,075,000
Warrant [Member]
Title of 12(b) Security	Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	WE WS
Security Exchange Name	NYSE

Balance Sheet

Balance Sheet	Dec. 31, 2020USD ($)
Current assets:
Cash	$ 921,049
Prepaid expenses	372,265
Due from related party	147
Total current assets	1,293,461
Investments held in Trust Account	483,227,051
Total assets	484,520,512
Current liabilities:
Accounts payable	315
Accrued expenses	76,695
Accrued income tax	12,010
Franchise tax payable	122,242
Total current liabilities	211,262
Deferred underwriting commissions in connection with the initial public offering	16,905,000
Warrant liabilities	13,292,400
Total liabilities	30,408,662
Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 48,300,000 shares issued and outstanding at $10.00 per share at redemption value	483,000,000
Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Accumulated deficit	(28,889,358)
Total stockholders' deficit	(28,888,150)
Total liabilities, Class A common stock subject to possible redemption and stockholders' equity (deficit)	484,520,512
Class A Common Stock
Stockholders' Equity:
Common stock value	0
Class B Common Stock
Stockholders' Equity:
Common stock value	$ 1,208

Balance Sheet (Parenthetical)

Balance Sheet (Parenthetical)	Dec. 31, 2020$ / sharesshares
Preferred stock, par value | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Class A Common Stock
Class A common stock, subject to possible redemption price per share | $ / shares	$ 10
Class A common stock, subject to possible redemption	48,300,000
Common stock, par value | $ / shares	$ 0.0001
Common stock, shares authorized	87,500,000
Common stock, shares issued	0
Common stock, shares outstanding	0
Class B Common Stock
Common stock, par value | $ / shares	$ 0.0001
Common stock, shares authorized	12,500,000
Common stock, shares issued	12,075,000
Common stock, shares outstanding	12,075,000

Statements of Operations

Statements of Operations	7 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
Operating expenses
General and administrative expenses	$ 219,771
Franchise tax expense	122,242
Total operating expenses	(342,013)
Change in fair value of warrant liabilities	(4,664,000)
Offering costs associated with private placement warrants	(9,344)
Net gain from investments held in Trust Account	227,051
Loss before income tax expense	(4,788,306)
Income tax expense	22,010
Net loss	$ (4,810,316)
Class A Common Stock
Operating expenses
Weighted average Class A common stock outstanding, basic and diluted | shares	32,101,364
Basic and diluted net loss per share | $ / shares	$ (0.11)
Class B Common Stock
Operating expenses
Weighted average Class A common stock outstanding, basic and diluted | shares	11,509,432
Basic and diluted net loss per share | $ / shares	$ (0.11)

Statement of Changes in Stockho

Statement of Changes in Stockholder's Equity - 7 months ended Dec. 31, 2020 - USD ($)	Total	Class A Common Stock	Class B Common Stock	Public Warrant	Additional Paid-in Capital	Additional Paid-in CapitalPublic Warrant	Accumulated Deficit
Balance at May. 18, 2020
Balance, shares at May. 18, 2020
Issuance of Class B common stock to initial stockholders	25,000		$ 1,208		23,792
Issuance of Class B common stock to initial stockholders, shares			12,075,000
Excess cash received over the fair value of the private warrants	3,031,600				3,031,600
Offering costs associated with public warrants	9,344			$ (964,454)		$ (964,454)
Accretion of Class a common stock subject to possible redemption to redemption amount	(26,169,980)	$ (26,169,980)			(2,090,938)		(24,079,042)
Net loss	(4,810,316)						(4,810,316)
Balance at Dec. 31, 2020	$ (28,888,150)	$ 0	$ 1,208		$ 0		$ (28,889,358)
Balance, shares at Dec. 31, 2020		0	12,075,000

Statement of Cash Flows

Statement of Cash Flows	7 Months Ended
	Dec. 31, 2020USD ($)
Cash Flows from Operating Activities:
Net loss	$ (4,810,316)
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative expenses paid by related party	381
Change in fair value of warrant liabilities	4,664,000
Offering costs associated with private placement warrants	9,344
Net gain from investments held in Trust Account	(227,051)
Changes in operating assets and liabilities:
Prepaid expenses	(372,265)
Accounts payable	315
Accrued expenses	1,695
Due to related party	(147)
Accrued income tax	12,010
Franchise tax payable	122,242
Net cash used in operating activities	(599,792)
Cash Flows from Investing Activities
Cash deposited in Trust Account	(483,000,000)
Net cash used in investing activities	(483,000,000)
Cash Flows from Financing Activities:
Repayment of note payable to related party	(195,475)
Proceeds received from initial public offering, gross	483,000,000
Proceeds received from private placement	11,660,000
Offering costs paid	(9,943,684)
Net cash provided by financing activities	484,520,841
Net increase in cash	921,049
Cash - beginning of the period
Cash - end of the period	921,049
Supplemental disclosure of noncash activities:
Offering costs paid by related party in exchange for issuance of Class B common stock	25,000
Offering costs included in accrued expenses	75,000
Offering costs included in note payable	195,094
Deferred underwriting commissions in connection with the initial public offering	16,905,000
Warrant liabilities	8,628,400
Accretion on Class A common stock subject to possible redemption amount	$ 26,169,980

Description of Organization and

Description of Organization and Business Operations	7 Months Ended
	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	Note 1—Description of Organization and Business Operations Organization and General BowX Acquisition Corp. (the “Company”) was incorporated as a Delaware corporation on May 19, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination (“Initial Business Combination”) with one or more operating businesses or entities that it has not yet selected (a “target business”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company initially intends to focus its search on target businesses in the technology, media and telecommunications industries. The Company has neither engaged in any operations nor generated revenue to date. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”). As of December 31, 2020, the Company had not commenced any operations. All activity for the period from May 19, 2020 (inception) through December 31, 2020 had been related to the Company’s formation and the IPO described below, and since the offering, the search for a prospective Initial Business Combination. The Company will not generate any operating revenue until after the completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of income earned on investments or cash and cash equivalents in the Trust Account (as defined below). The Company has selected December 31 as its fiscal year end. Sponsor and Financing The Company’s sponsor is BowX Sponsor, LLC, a Delaware limited liability company of which Vivek Ranadivé, the Company’s Chairman of the Board and Co-Chief Executive Officer, and Murray Rode, the Company’s Co-Chief Executive Officer and Chief Financial Officer, are the managing members (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on August 4, 2020. On August 7, 2020, the Company consummated its IPO of 42,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $420.0 million, and incurring offering costs of approximately $23.6 million, inclusive of $14.7 million in deferred underwriting commissions (Note 4). On August 10, 2020, the underwriter exercised the over-allotment option to purchase an additional of 6,300,000 Units at $10.00 per Unit and the Company consummated the sale of such Units on August 13, 2020, generating additional gross proceeds of $63.0 million, and incurring additional offering costs of approximately $3.5 million, inclusive of approximately $2.2 million in deferred underwriting commissions. Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) of 6,933,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to certain of the Company’s initial stockholders and certain funds and accounts managed by subsidiaries of BlackRock, Inc (the “Private Placement Warrants Purchasers”), generating gross proceeds of $10.4 million (Note 4), and incurring offering costs of approximately $8,000. In connection with the consummation of the sale of additional Units pursuant to the underwriter’s over-allotment option on August 13, 2020, the Company sold an additional 840,000 Private Placement Warrants to the Private Placement Warrants Purchasers, generating additional gross proceeds of approximately $1.3 million, and incurring offering costs of approximately $1,000. Trust Account Upon the closing of the IPO and the Private Placement (including the exercise of the over-allotment option), $483.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the IPO and Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and held as cash or 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 money market funds meeting certain conditions under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. Pursuant to stock exchange listing rules, the Company must complete an initial Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, 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 business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest earned on the funds that may be released to the Company to pay taxes, none of the funds held in Trust Account will be released until the earliest of: (i) the completion of the Business Combination; (ii) the redemption of any of Public Shares to its holders (the “Public Stockholders”) properly tendered in connection with a stockholder vote to amend certain provisions of the Company’s amended and restated certificate of incorporation prior to an initial Business Combination and (iii) the redemption of 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below). Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of its IPO, although substantially all of the net proceeds of the IPO are intended to be generally applied toward completing a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully complete a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which Public Stockholders may seek to redeem their Public shares, regardless of whether they vote for or against the Business Combination or do not vote at all, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, or (ii) provide the Public Stockholders with the opportunity to sell their shares to the Company by means of a tender offer for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes. Except as required by applicable law, the decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 either immediately prior to or upon consummation of the Company’s initial Business Combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead may search for an alternate Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a stockholder will have the right to redeem such holder’s Public Shares for an amount in cash equal to such holder’s pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its franchise and income taxes. As a result, such common stock has been recorded at redemption amount and classified as temporary equity, in accordance with the Financial Accounting Standard Board (“FASB”), Accounting Standard Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account was initially $10.00 per Public Share. The Company will only have 24 months from the closing of the IPO, or August 7, 2022, to complete its initial Business Combination (the “Combination Period”). If the Company does not complete a Business Combination within this period of time (and stockholders do not approve an amendment to the amended and restated certificate of incorporation to extend this date), it will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Company’s Sponsor and the other holders of the Founder Shares (as defined below), excluding funds and accounts managed by subsidiaries of BlackRock, Inc (the “initial stockholders”), have entered into agreements with the Company, pursuant to which they have waived their rights to participate in any redemption with respect to their Founder Shares (as defined below) in the event the Company does not complete a Business Combination within the required time period; provided, however, if the initial stockholders or any of the Company’s officers, directors or affiliates acquire Public Shares in or after the IPO, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within the required time period. In the event of such distribution, it is possible that the per share value in the Trust Account will be less than the price per Unit sold in the IPO. Liquidity and Capital Resources As of December 31, 2020, the Company had approximately $0.9 million of cash in its operating account and approximately $227,000 of investment income in the Trust Account. Through December 31, 2020, the Company’s liquidity needs were satisfied through a payment of $25,000 from the Company’s Chairman and Co-Chief Executive Officer to cover for certain offering costs in exchange for the issuance of the Founder Shares (as defined below), the loan under the Note of approximately $150,000 (see Note 5) to the Company to cover for offering costs in connection with the IPO. Subsequent to the consummation of the IPO on August 7, 2020, the liquidity needs have been satisfied through the remaining balance of the Note and advancement of funds of approximately $45,000 from a related party, for total outstanding balance of Note and advances of approximately $195,000, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note and advances on August 7, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s officers, directors and initial stockholders may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of December 31, 2020, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	7 Months Ended
	Dec. 31, 2020
Restatement Of Previously Issued Financial Statements [Abstract]
Restatement Of Previously Issued Financial Statements	Note 2—Restatement of Previously Issued Financial Statements The Company concluded it should restate its previously issued financial statements by amending Amendment No. 1 to its Annual Report on Form 10-K/A, filed with the SEC on May 12, 2021, to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity, or total stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Also, in connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also restated its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company. As a result, the Company restated its previously filed financial statements to present all redeemable Class A common stock as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. The Company’s previously filed financial statements that contained the error were initially reported in the Company’s Form 8-K filed with the SEC on August 13, 2020 (the “Post-IPO Balance Sheet”), the Company’s Form 10-Q for the quarterly period ended September 30, 2020, and the Company’s Annual Report on 10-K for the annual period ended December 31, 2020, which were previously restated in the Company’s Amendment No. 1 to its Form 10-K as filed with the SEC on May 12, 2021, as well as the Form 10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Periods”). These financial statements restate the Company’s previously issued audited and unaudited financial statements covering the periods through December 31, 2020. The quarterly periods ended March 31, 2021, and June 30, 2021, will be restated with an amendment the Company’s Form 10-Q for the quarterly period ended September 30, 2021. Impact of the Restatement The impact of the restatement on the balance sheet, statement of operations and state m As of December 31, 2020 As Previously Restated Restatement As Restated Balance Sheet Total assets $ 484,520,512 $ — $ 484,520,512 Total liabilities $ 30,408,662 $ — $ 30,408,662 Class A common stock subject to possible redemption 449,111,840 33,888,160 483,000,000 Stockholders’ equity (deficit) Preferred stock — — — Class A common stock 339 (339 ) — Class B common stock 1,208 — 1,208 Additional paid-in-capital 9,808,779 (9,808,779 ) — Accumulated deficit (4,810,316 ) (24,079,042 ) (28,889,358 ) Total stockholders’ equity (deficit) $ 5,000,010 $ (33,888,160 ) $ (28,888,150 ) Total liabilities, Class A common stock subject to possible redemption and stockholders’ equity (deficit) $ 484,520,512 $ — $ 484,520,512 For the Period from May 19, 2020 (Inception) through December 31, 2020 As Previously Restated Adjustment As Restated Statement of Operations Net loss $ (4,810,316 ) $ — $ (4,810,316 ) Weighted average shares outstanding of Class A common stock, basic and diluted 48,042,857 (15,941,493 ) 32,101,364 Basic and diluted net income (loss) per share of Class A common stock $ 0.00 $ (0.11 ) $ (0.11 ) Weighted average shares outstanding of Class B common stock, basic and diluted 11,509,432 — 11,509,432 Basic and diluted net loss per share of Class B common stock $ (0.43 ) $ 0.32 $ (0.11 ) For the Period from May 19, 2020 (Inception) through December 31, 2020 As Previously Restated Adjustment As Restated Statement of Cash Flows - Supplemental disclosure of noncash activities: Initial Value of Class A common stock subject to possible redemption $ 401,719,790 $ (401,719,790 ) $ — Change in fair value of Class A common stock subject to possible redemption $ 47,392,050 $ (47,392,050 ) $ — Accretion on Class A common stock subject to possible redemption amount $ — $ 26,169,980 $ 26,169,980 The change in the carrying value of the redeemable shares of Class A common stock in the IPO Balance Sheet resulted in a decrease of approximately $5.1 million in additional paid-in capital and an increase of approximately $24.1 million to accumulated deficit, as well as a reclassification of 3,041,540 shares of Class A common stock from permanent equity to temporary equity as presented below. As of August 7, 2020 As Previously Restated Restatement As Restated Balance Sheet Total assets $ 422,012,234 $ — $ 422,012,234 Total liabilities $ 22,988,438 $ — $ 22,988,438 Class A common stock subject to possible redemption 394,023,790 88,976,210 483,000,000 Stockholders’ equity (deficit) Preferred stock — — — Class A common stock 260 (260 ) — Class B common stock 1,208 — 1,208 Additional paid-in-capital 5,058,747 (5,058,747 ) — Accumulated deficit (60,209 ) (83,917,203 ) (83,977,412 ) Total stockholders’ equity (deficit) $ 5,000,006 $ (88,976,210 ) $ (83,976,204 ) Total liabilities, Class A common stock subject to possible redemption and stockholders’ equity (deficit) $ 422,012,234 $ — $ 422,012,234 See Note 12 for the unaudited interim balance sheet restatement as of September 30, 2020, unaudited interim supplemental cash three Subsequent to the previously issued Form 10-K/A on May 12, 2021, the Company completed the Business Combination disclosed in Note 12 - Subsequent Events, before the mandatory liquidation date.

Significant Accounting Policies

Significant Accounting Policies	7 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 3—Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the Affected Periods are restated in this Annual Report on Form 10-K/A (Amendment No. 2) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s Public Shares in the Company’s previously issued audited and unaudited condensed financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. Emerging Growth Company As an emerging growth company, the Company 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 an emerging growth 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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ 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. There were no cash equivalents at December 31, 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. The Company’s investments held in the Trust Account as of December 31, 2020 is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities money market funds. Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, franchise tax payable and income tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only Offering Costs Associated with Initial Public Offering (restated) Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Warrants were charged to stockholders’ equity and offering costs associated with the Public Shares were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Subject to Possible Redemption (restated) The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are 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 the occurrence of uncertain future events. Accordingly, at December 31, 2020, 48,300,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Net Loss Per Common Share (restated) The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of common stock outstanding for the respective period. The calculation of diluted net income (loss) per share of common stock does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement Warrants to purchase 23,873,333 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods September 30, 2021 and 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share of common stock for For the Period from May 19, 2020 (Inception) through Class A Class B Numerator: Allocation of net loss $ (3,540,814 ) $ (1,269,502 ) Denominator: Weighted average common stock outstanding, basic and diluted 32,101,364 11,509,432 Basic and diluted net loss per share of common stock $ (0.11 ) $ (0.11 ) Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement 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. FASB 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 Warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 7,773,333 common stock warrants issued in connection with the Private Placement as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Private Placement has been estimated using Monte-Carlo simulations at each measurement date. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	7 Months Ended
	Dec. 31, 2020
Initial Public Offering [Abstract]
Initial Public Offering	Note 4—Initial Public Offering Public Units In August 2020, the Company sold 48,300,000 Units, including 6,300,000 over-allotment Units at $10.00 per Unit, generating gross proceeds of $483.0 million, and incurring offering costs of approximately $27.1 million, inclusive of $16.9 million in deferred underwriting commissions. Upon the closing of the IPO and the Private Placement Warrants in the Private Placement (including the exercise of the over-allotment option), $483.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the IPO and the Private Placement were placed in the Trust Account. Each Unit consists of one of the Company’s shares of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant (the “Public Warrants” and, collectively with the Private Placement Warrants, the “Warrants”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. The exercise price and number of shares of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation.

Related Party Transactions

Related Party Transactions	7 Months Ended
	Dec. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Note 5—Related Party Transactions Founder Shares On May 26, 2020, the Company’s Chairman and Co-Chief Executive Officer paid for certain offering costs for an aggregate price of $25,000 in exchange for issuance of 10,062,500 shares of Class B common stock, par value $0.0001 per share (the “Founder Shares”). In July 2020, the Company’s Chairman and Co-Chief Executive Officer transferred certain Founder Shares to the Company’s directors and officers as well as to certain third parties. On August 4, 2020, the Company effected a stock dividend of 0.2 shares of Class B common stock for each share of Class B common stock outstanding, resulting in an aggregate of 12,075,000 Founder Shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share dividend. Of the 12,075,000 Founder Shares, up to 1,575,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriter so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the IPO. The underwriter fully exercised the over-allotment option on August 10, 2020 and the Company consummated the sale of such Units on August 13, 2020; thus, these 1,575,000 Founder Shares were no longer subject to forfeiture. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization 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. Private Placement Warrants Simultaneously with the closing of the IPO, the Private Placement Warrants Purchasers purchased an aggregate of 6,933,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrants, generating gross proceeds of $10.4 million in the Private Placement, and incurring offering costs of approximately $8,000. In connection with the sale of Units pursuant to the over-allotment option on August 13, 2020, the Company sold an additional 840,000 Private Placement Warrants to the Private Placement Warrants Purchasers, generating additional gross proceeds of approximately $1.3 million, and incurring offering cost of approximately $1,000. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash (subject to certain exceptions) and exercisable on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. The Private Placement Warrants (and the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination (subject to certain exceptions). Related Party Loans On May 26, 2020, the Company’s Chairman and Co-Chief Executive Officer agreed to loan the Company up to an aggregate of $150,000 pursuant to an unsecured promissory note (the “Note”) to cover expenses related to the IPO. This loan was payable without interest upon the completion of the IPO. The Company borrowed approximately $150,000 under the Note and received additional advances of approximately $45,000 advancement of funds from such officer, for a total outstanding loan of approximately $195,000. The Company fully repaid the Note and the advances to such officer on August 7, 2020. Working Capital Loans In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, the initial stockholders, officers and directors and their affiliates may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans to date. As of December 31, 2020, the Company had no borrowings under the Working Capital Loans.

Commitments and Contingencies

Commitments and Contingencies	7 Months Ended
	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6—Commitments and Contingencies Registration Rights The initial stockholders and holders of the Private Placement Warrants are entitled to registration rights pursuant to a registration rights agreement. The initial stockholders and holders of the Private Placement Warrants will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement Pursuant to the Underwriting Agreement, as described in Note 3, $0.35 per unit, or $16.9 million in the aggregate, including the over-allotment fees, will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry 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.

Class A Common Stock Subject to

Class A Common Stock Subject to Possible Redemption	7 Months Ended
	Dec. 31, 2020
Schedule Of Shares Subject To Possible Redemption [Abstract]
Class A Common Stock Subject to Possible Redemption	Note 7- Class A Common Stock Subject to Possible Redemption (restated) The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 87,500,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of December 31, 202 0 of The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table: As of Gross proceeds received from Initial Public Offering $ 483,000,000 Less: Offering costs allocated to Class A common stock (26,169,980 ) Plus: Accretion on Class A common stock to redemption value 26,169,980 Class A common stock subject to possible redemption $ 483,000,000

Stockholders' Deficit

Stockholders' Deficit	7 Months Ended
	Dec. 31, 2020
Equity [Abstract]
Stockholders' Deficit	Note 8—Stockholders’ Deficit (restated) Class A Common Stock Class B Common Stock The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as described herein). In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the IPO and related to the closing of the initial Business Combination (including pursuant to a specified future issuance), 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 then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance, including pursuant to a specified future 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 IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with our initial Business Combination (excluding any shares or equity-linked securities issued or issuable to any seller in the initial Business Combination). Preferred stock Warrants The warrants will have an exercise price of $11.50 per share, subject to adjustment, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Company’s initial stockholders, officers, directors or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of each Warrant will be adjusted (to the nearest cent) such that the effective exercise price per full share will be equal to 115% of the higher of (i) the Market Value and (ii) the Newly Issued Price, and the $18.00 per-share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of (i) the Market Value and (ii) the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that (1) the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except for the Private Placement Warrants): • in whole and not in part; • at a price of $ 0.01 • upon a minimum of 30 • if, and only if, the last reported sale price of the Class A common stock equals or exceeds $ 18.00 20 30 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. Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $ 0.10 30 • if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; • if, and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; and • if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock (or a security other than the Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in the initial Business Combination) issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. The “fair market value” of the Class A common stock for this purpose shall mean the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In no event will the Company be required to net cash settle any warrant. 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.

Fair Value Measurements

Fair Value Measurements	7 Months Ended
	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 9—Fair Value Measurements The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2020, by level within the fair value hierarchy: Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account - U.S. Treasury Securities $ 483,227,051 $ — $ — $ 483,227,051 Liabilities: Warrant liabilities (restated) — 13,292,400 — 13,292,400 Total fair value $ 483,227,051 $ 13,292,400 $ — $ 496,519,451 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Private Placement warrants transferred from a Level 3 measurement to a Level 2 fair value measurement in October 2020, when the comparable Public Warrants were separately listed and traded. The Company utilizes a binomial Monte-Carlo simulation at August 7, 2020 and September 30, 2020, and fair value of the Public Warrants at December 31, 2020 to estimate the fair value of the Warrants, with changes in fair value recognized in the statement of operations. The Company recognized approximately $8.6 million for the warrant liabilities upon their issuance on August 7, 2020, and August 13, 2020. For the year ended December 31, 2020, the Company recognized a charge to the statement of operations resulting from an increase in the fair value of warrant liabilities of approximately $4.7 million presented as change in fair value of warrant liabilities on the accompanying statement of operations. The change in the fair value of the derivative warrant liabilities for the year ended December 31, 2020 is summarized as follows: Warrant liabilities at May 19, 2020 (inception) $ — Issuance of Private Warrants 8,628,400 Change in fair value of warrant liabilities 1,243,733 Warrant liabilities at September 30, 2020 $ 9,872,133 Change in fair value of warrant liabilities 3,420,267 Warrant liabilities at December 31, 2020 $ 13,292,400 The estimated fair value of the warrant liabilities is determined using Level 3 inputs at August 7, 2020 and September 30, 2020. Inherent in a Monte Carlo The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: September 30, August 7, Exercise price $ 11.50 $ 11.50 Stock Price $ 10.26 $ 10.03 Term (in years) 0.85 1.00 Volatility 19.00 % 18.00 % Risk-free interest rate 0.36 % 0.31 % Dividend yield — —

Income Taxes

Income Taxes	7 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income Taxes	Note 10—Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. During the period from May 19, 2020 (inception) to December 31, 2020, $22,010 was recorded as income tax expense. The Company’s effective tax rate for the period from May 19, 2020 (inception) to December 31, 2020 was a negative 0.5%, which differs from the expected income tax rate due to the start-up costs which are not deductible. The income tax provision (benefit) consists of the following: For the Period Current Federal $ 22,010 State — Deferred Federal (48,114 ) State — Valuation allowance 48,114 Income tax provision $ 22,010 The Company’s net deferred tax assets are as follows: December 31, Deferred tax assets: Start-up/Organization costs $ 48,114 Total deferred tax assets 48,114 Valuation allowance (48,114 ) Deferred tax asset, net of allowance $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or 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 assets, 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. At December 31, 2020, the valuation allowance was $48,114. There were no unrecognized tax benefits as of December 31, 2020. No amounts were accrued for the payment of interest and penalties at 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. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: For the Period from May 19, 2020 (inception) Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of warrant liabilities (20.5 )% Change in valuation allowance (1.0 )% Effective Tax Rate -0.5 %

Subsequent Events

Subsequent Events	7 Months Ended
	Dec. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 11—Subsequent Events On March 25, 2021, BowX entered into an Agreement and Plan of Merger by and among BowX, BowX Merger Subsidiary Corp., a Delaware corporation (“Merger Sub”) and a direct wholly owned subsidiary of BowX, and WeWork Inc., a Delaware corporation (“WeWork”), pursuant to which, among other transactions, on the terms and conditions set forth therein, Merger Sub is to merge with and i n 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 above and in Note 2 (Restatement of Previously Issued Financial Statements), the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Quarterly Financial Information

Quarterly Financial Information	7 Months Ended
	Dec. 31, 2020
Quarterly Financial Information Disclosure [Abstract]
Quarterly Financial Information [Text Block]	Note 12—Quarterly Financial Information (Unaudited) (Restated) The following tables contain unaudited quarterly financial information for the quarterly period ended September 30, 2020, that has been updated to reflect the restatement of the Company’s financial statements as described in Note 2—Restatement of Previously Issued Financial Statements. The restatement had no impact net loss, net cash flows from operating, investing or financing activities. The Company has not amended its previously filed Quarterly Report on Form 10-Q for the quarterly Affected Periods. The financial information that has been previously filed or otherwise reported for the Affected Periods is superseded by the information in this Annual Report, and the financial statements and related financial information for the Affected Periods contained in such previously filed report should no longer be relied upon. As of September 30, 2020 As Previously Restated Restatement As Restated Unaudited Condensed Balance Sheet Total assets $ 484,512,579 $ — $ 484,512,579 Total liabilities 26,927,974 — 26,927,974 Class A common stock subject to possible redemption 452,584,600 30,415,400 483,000,000 Stockholders’ equity (deficit) Preferred stock — — — Class A common stock 304 (304 ) — Class B common stock 1,208 — 1,208 Additional paid-in-capital 6,336,054 (6,336,054 ) — Accumulated deficit (1,337,561 ) (24,079,042 ) (25,416,603 ) Total stockholders’ equity (deficit) 5,000,005 (30,415,400 ) (25,415,395 ) Total liabilities, Class A common stock subject to possible redemption and stockholders’ equity (deficit) $ 484,512,579 $ — $ 484,512,579 The Company’s statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above . For the Three Months Ended September 30, 2020 As Previously Restated Adjustment As Restated Unaudited Condensed Statement of Operations Net loss $ (1,314,096 ) $ — $ (1,314,096 ) Weighted average shares outstanding of Class A common stock, basic and diluted 47,612,727 (19,148,597 ) 28,464,130 Basic and diluted net income (loss) per share of Class A common stock $ 0.00 $ (0.03 ) $ (0.03 ) Weighted average shares outstanding of Class B common stock, basic and diluted 12,075,000 (736,141 ) 11,338,859 Basic and diluted net loss per share of Class B common stock $ (0.11 ) $ 0.08 $ (0.03 ) For the Period from May 19, 2020 (Inception) through September 30, 2020 As Previously Restated Adjustment As Restated Unaudited Condensed Statement of Operations Net loss $ (1,337,561 ) $ — $ (1,337,561 ) Weighted average shares outstanding of Class A common stock, basic and diluted 47,612,727 (27,154,133 ) 20,458,594 Basic and diluted net income (loss) per share of Class A common stock $ 0.00 $ (0.04 ) $ (0.04 ) Weighted average shares outstanding of Class B common stock, basic and diluted 12,075,000 (972,070 ) 11,102,930 Basic and diluted net loss per share of Class B common stock $ (0.11 ) $ 0.07 $ (0.04 ) For the Period from May 19, 2020 (Inception) through September 30, 2020 As Previously Restated Adjustment As Restated Unaudited Condensed Statement of Cash Flows - Supplemental disclosure of noncash activities: Initial Value of Class A common stock subject to possible redemption $ 401,719,790 $ (401,719,790 ) $ — Change in fair value of Class A common stock subject to possible redemption $ 50,864,810 $ (50,864,810 ) $ — Accretion on Class A common stock subject to possible redemption amount $ — $ 26,169,980 $ 26,169,980

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	7 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the Affected Periods are restated in this Annual Report on Form 10-K/A (Amendment No. 2) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s Public Shares in the Company’s previously issued audited and unaudited condensed financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion.
Emerging Growth Company	Emerging Growth Company As an emerging growth company, the Company 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 an emerging growth 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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ 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. There were no cash equivalents at December 31, 2020.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. The Company’s investments held in the Trust Account as of December 31, 2020 is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities money market funds.
Investments Held in the Trust Account	Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, franchise tax payable and income tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only
Offering Costs Associated with Initial Public Offering	Offering Costs Associated with Initial Public Offering (restated) Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Warrants were charged to stockholders’ equity and offering costs associated with the Public Shares were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption (restated) The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are 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 the occurrence of uncertain future events. Accordingly, at December 31, 2020, 48,300,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Net Loss Per Common Share	Net Loss Per Common Share (restated) The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of common stock outstanding for the respective period. The calculation of diluted net income (loss) per share of common stock does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement Warrants to purchase 23,873,333 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods September 30, 2021 and 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share of common stock for For the Period from May 19, 2020 (Inception) through Class A Class B Numerator: Allocation of net loss $ (3,540,814 ) $ (1,269,502 ) Denominator: Weighted average common stock outstanding, basic and diluted 32,101,364 11,509,432 Basic and diluted net loss per share of common stock $ (0.11 ) $ (0.11 )
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement 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. FASB 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
Warrant liabilities	Warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 7,773,333 common stock warrants issued in connection with the Private Placement as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Private Placement has been estimated using Monte-Carlo simulations at each measurement date.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	7 Months Ended
	Dec. 31, 2020
Restatement Of Previously Issued Financial Statements [Abstract]
Schedule Of Restatement Of Balance Sheet [Table Text Block]	As of August 7, 2020 As Previously Restated Restatement As Restated Balance Sheet Total assets $ 422,012,234 $ — $ 422,012,234 Total liabilities $ 22,988,438 $ — $ 22,988,438 Class A common stock subject to possible redemption 394,023,790 88,976,210 483,000,000 Stockholders’ equity (deficit) Preferred stock — — — Class A common stock 260 (260 ) — Class B common stock 1,208 — 1,208 Additional paid-in-capital 5,058,747 (5,058,747 ) — Accumulated deficit (60,209 ) (83,917,203 ) (83,977,412 ) Total stockholders’ equity (deficit) $ 5,000,006 $ (88,976,210 ) $ (83,976,204 ) Total liabilities, Class A common stock subject to possible redemption and stockholders’ equity (deficit) $ 422,012,234 $ — $ 422,012,234
Schedule Of Restatement Of Statement Of Operations [Table Text Block]	For the Period from May 19, 2020 (Inception) through December 31, 2020 As Previously Restated Adjustment As Restated Statement of Operations Net loss $ (4,810,316 ) $ — $ (4,810,316 ) Weighted average shares outstanding of Class A common stock, basic and diluted 48,042,857 (15,941,493 ) 32,101,364 Basic and diluted net income (loss) per share of Class A common stock $ 0.00 $ (0.11 ) $ (0.11 ) Weighted average shares outstanding of Class B common stock, basic and diluted 11,509,432 — 11,509,432 Basic and diluted net loss per share of Class B common stock $ (0.43 ) $ 0.32 $ (0.11 )
Schedule Of Restatement Of Statement Of Cash Flows [Table Text Block]	For the Period from May 19, 2020 (Inception) through December 31, 2020 As Previously Restated Adjustment As Restated Statement of Cash Flows - Supplemental disclosure of noncash activities: Initial Value of Class A common stock subject to possible redemption $ 401,719,790 $ (401,719,790 ) $ — Change in fair value of Class A common stock subject to possible redemption $ 47,392,050 $ (47,392,050 ) $ — Accretion on Class A common stock subject to possible redemption amount $ — $ 26,169,980 $ 26,169,980

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	7 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Summary Of Earnings Per Share Basic And Diluted	The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share of common stock for For the Period from May 19, 2020 (Inception) through Class A Class B Numerator: Allocation of net loss $ (3,540,814 ) $ (1,269,502 ) Denominator: Weighted average common stock outstanding, basic and diluted 32,101,364 11,509,432 Basic and diluted net loss per share of common stock $ (0.11 ) $ (0.11 )

Class A Common Stock Subject _2

Class A Common Stock Subject to Possible Redemption (Tables)	7 Months Ended
	Dec. 31, 2020
Schedule Of Shares Subject To Possible Redemption [Abstract]
Schedule of Shares Subject to Possible Redemption	The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table: As of Gross proceeds received from Initial Public Offering $ 483,000,000 Less: Offering costs allocated to Class A common stock (26,169,980 ) Plus: Accretion on Class A common stock to redemption value 26,169,980 Class A common stock subject to possible redemption $ 483,000,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	7 Months Ended
	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Schedule of gross holding gains and fair value of held-to-maturity securities	The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2020, by level within the fair value hierarchy: Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account - U.S. Treasury Securities $ 483,227,051 $ — $ — $ 483,227,051 Liabilities: Warrant liabilities (restated) — 13,292,400 — 13,292,400 Total fair value $ 483,227,051 $ 13,292,400 $ — $ 496,519,451
Summary Of Reconciliation Of Warrant Liabilities Measured At Fair Value	The change in the fair value of the derivative warrant liabilities for the year ended December 31, 2020 is summarized as follows: Warrant liabilities at May 19, 2020 (inception) $ — Issuance of Private Warrants 8,628,400 Change in fair value of warrant liabilities 1,243,733 Warrant liabilities at September 30, 2020 $ 9,872,133 Change in fair value of warrant liabilities 3,420,267 Warrant liabilities at December 31, 2020 $ 13,292,400
Summary Of Quantitative Information Regarding Fair Value Measurements	The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: September 30, August 7, Exercise price $ 11.50 $ 11.50 Stock Price $ 10.26 $ 10.03 Term (in years) 0.85 1.00 Volatility 19.00 % 18.00 % Risk-free interest rate 0.36 % 0.31 % Dividend yield — —

Income Taxes (Tables)

Income Taxes (Tables)	7 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Summary of Tax Povision	The income tax provision (benefit) consists of the following: For the Period Current Federal $ 22,010 State — Deferred Federal (48,114 ) State — Valuation allowance 48,114 Income tax provision $ 22,010
Summary of Net Deferred Tax Assets	The Company’s net deferred tax assets are as follows: December 31, Deferred tax assets: Start-up/Organization costs $ 48,114 Total deferred tax assets 48,114 Valuation allowance (48,114 ) Deferred tax asset, net of allowance $ —
Summary of a Reconciliation of the Statutory Federal Income Tax Rate Benefit to the Companys Effective Tax Rate Benefit	A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: For the Period from May 19, 2020 (inception) Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of warrant liabilities (20.5 )% Change in valuation allowance (1.0 )% Effective Tax Rate -0.5 %

Quarterly Financial Informati_2

Quarterly Financial Information (Tables)	7 Months Ended
	Dec. 31, 2020
Quarterly Financial Information Disclosure [Abstract]
Summary Of Quarterly Financial Information	The financial information that has been previously filed or otherwise reported for the Affected Periods is superseded by the information in this Annual Report, and the financial statements and related financial information for the Affected Periods contained in such previously filed report should no longer be relied upon. As of September 30, 2020 As Previously Restated Restatement As Restated Unaudited Condensed Balance Sheet Total assets $ 484,512,579 $ — $ 484,512,579 Total liabilities 26,927,974 — 26,927,974 Class A common stock subject to possible redemption 452,584,600 30,415,400 483,000,000 Stockholders’ equity (deficit) Preferred stock — — — Class A common stock 304 (304 ) — Class B common stock 1,208 — 1,208 Additional paid-in-capital 6,336,054 (6,336,054 ) — Accumulated deficit (1,337,561 ) (24,079,042 ) (25,416,603 ) Total stockholders’ equity (deficit) 5,000,005 (30,415,400 ) (25,415,395 ) Total liabilities, Class A common stock subject to possible redemption and stockholders’ equity (deficit) $ 484,512,579 $ — $ 484,512,579 The Company’s statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above . For the Three Months Ended September 30, 2020 As Previously Restated Adjustment As Restated Unaudited Condensed Statement of Operations Net loss $ (1,314,096 ) $ — $ (1,314,096 ) Weighted average shares outstanding of Class A common stock, basic and diluted 47,612,727 (19,148,597 ) 28,464,130 Basic and diluted net income (loss) per share of Class A common stock $ 0.00 $ (0.03 ) $ (0.03 ) Weighted average shares outstanding of Class B common stock, basic and diluted 12,075,000 (736,141 ) 11,338,859 Basic and diluted net loss per share of Class B common stock $ (0.11 ) $ 0.08 $ (0.03 ) For the Period from May 19, 2020 (Inception) through September 30, 2020 As Previously Restated Adjustment As Restated Unaudited Condensed Statement of Operations Net loss $ (1,337,561 ) $ — $ (1,337,561 ) Weighted average shares outstanding of Class A common stock, basic and diluted 47,612,727 (27,154,133 ) 20,458,594 Basic and diluted net income (loss) per share of Class A common stock $ 0.00 $ (0.04 ) $ (0.04 ) Weighted average shares outstanding of Class B common stock, basic and diluted 12,075,000 (972,070 ) 11,102,930 Basic and diluted net loss per share of Class B common stock $ (0.11 ) $ 0.07 $ (0.04 ) For the Period from May 19, 2020 (Inception) through September 30, 2020 As Previously Restated Adjustment As Restated Unaudited Condensed Statement of Cash Flows - Supplemental disclosure of noncash activities: Initial Value of Class A common stock subject to possible redemption $ 401,719,790 $ (401,719,790 ) $ — Change in fair value of Class A common stock subject to possible redemption $ 50,864,810 $ (50,864,810 ) $ — Accretion on Class A common stock subject to possible redemption amount $ — $ 26,169,980 $ 26,169,980

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	Aug. 13, 2020	Aug. 10, 2020	Aug. 07, 2020	Dec. 31, 2020
Organization, Business Operations and Basis of Presentation (Textual)
Gross proceeds	$ 63,000,000
Net proceeds held in trust account				$ 483,000,000
Maturity				185 days
Business combinations aggregate fair market value, percentage				80.00%
Obligation to redeem public shares				100.00%
Cash in operating account				$ 900,000
Liquidity payment				25,000
Investment income in the trust account				227,000
Business combination net tangible assets				$ 5,000,001
Business combination period				24 months from the closing of the IPO, or August 7, 2022
Dissolution expenses				$ 100,000
Outstanding loan				195,000
Offering costs associated with private placement warrants				$ 9,344
Trust Account [Member]
Organization, Business Operations and Basis of Presentation (Textual)
Business combination of voting interest, percentage				50.00%
Trust account per share				$ 10
Initial Business Combination [Member]
Organization, Business Operations and Basis of Presentation (Textual)
Trust account per share				$ 10
Chairman and Co-Chief Executive Officer [Member]
Organization, Business Operations and Basis of Presentation (Textual)
Advancement of funds				$ 45,000
Outstanding loan				150,000
IPO [Member]
Organization, Business Operations and Basis of Presentation (Textual)
Sale of stock			42,000,000
Price per share			$ 10
Gross proceeds			$ 420,000,000
Offering costs			23,600,000
Deferred underwriting commissions			$ 14,700,000
Over Allotment Option [Member]
Organization, Business Operations and Basis of Presentation (Textual)
Sale of stock	840,000	6,300,000
Price per share		$ 10
Gross proceeds	$ 1,300,000
Offering costs	3,500,000
Deferred underwriting commissions	2,200,000
Offering costs associated with private placement warrants	$ 1,000
Private Placement warrants [Member]
Organization, Business Operations and Basis of Presentation (Textual)
Sale of stock			6,933,333
Price per share			$ 1.50
Gross proceeds			$ 10,400,000
Offering costs associated with private placement warrants				$ 8,000

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements - Summary Of Restatement Of Balance Sheet (Detail) - USD ($)	Dec. 31, 2020	Sep. 30, 2020	Aug. 07, 2020
Balance Sheet
Total assets	$ 484,520,512
Total liabilities	30,408,662
Class A common stock subject to possible redemption	483,000,000
Stockholders' Equity:
Preferred stock
Accumulated deficit	(28,889,358)
Total stockholders' deficit	(28,888,150)
Total liabilities, Class A common stock subject to possible redemption and stockholders' equity (deficit)	484,520,512
Common Class A [Member]
Stockholders' Equity:
Common stock value	0
Common Class B [Member]
Stockholders' Equity:
Common stock value	1,208
As Previously Restated
Balance Sheet
Total assets	484,520,512	$ 484,512,579	$ 422,012,234
Total liabilities	30,408,662	26,927,974	22,988,438
Class A common stock subject to possible redemption	449,111,840	452,584,600	394,023,790
Stockholders' Equity:
Preferred stock
Additional paid-in capital	9,808,779	6,336,054	5,058,747
Accumulated deficit	(4,810,316)	(1,337,561)	(60,209)
Total stockholders' deficit	5,000,010	5,000,005	5,000,006
Total liabilities, Class A common stock subject to possible redemption and stockholders' equity (deficit)	484,520,512	484,512,579	422,012,234
As Previously Restated | Common Class A [Member]
Stockholders' Equity:
Common stock value	339	304	260
As Previously Restated | Common Class B [Member]
Stockholders' Equity:
Common stock value	1,208	1,208	1,208
Restatement Adjustment
Balance Sheet
Total liabilities	0	0
Class A common stock subject to possible redemption	33,888,160	30,415,400	88,976,210
Stockholders' Equity:
Preferred stock
Additional paid-in capital	(9,808,779)	(6,336,054)	(5,058,747)
Accumulated deficit	(24,079,042)	(24,079,042)	(83,917,203)
Total stockholders' deficit	(33,888,160)	(30,415,400)	(88,976,210)
Restatement Adjustment | Common Class A [Member]
Stockholders' Equity:
Common stock value	(339)	(304)	(260)
Restated
Balance Sheet
Total assets	484,520,512	484,512,579	422,012,234
Total liabilities	30,408,662	26,927,974	22,988,438
Class A common stock subject to possible redemption	483,000,000	483,000,000	483,000,000
Stockholders' Equity:
Preferred stock
Common stock value			1,208
Additional paid-in capital		0
Accumulated deficit	(28,889,358)	(25,416,603)	(83,977,412)
Total stockholders' deficit	(28,888,150)	(25,415,395)	(83,976,204)
Total liabilities, Class A common stock subject to possible redemption and stockholders' equity (deficit)	484,520,512	484,512,579	$ 422,012,234
Restated | Common Class A [Member]
Stockholders' Equity:
Common stock value		0
Restated | Common Class B [Member]
Stockholders' Equity:
Common stock value	$ 1,208	$ 1,208

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements - Summary Of Restatement Of Operation (Detail) - USD ($)	3 Months Ended	4 Months Ended	7 Months Ended
	Sep. 30, 2020	Sep. 30, 2020	Dec. 31, 2020
Income Statement [Abstract]
Net loss			$ (4,810,316)
Common Class A [Member]
Income Statement [Abstract]
Weighted Average Number of Shares Outstanding, Basic and Diluted			32,101,364
Earnings Per Share, Basic and Diluted			$ (0.11)
Common Class B [Member]
Income Statement [Abstract]
Weighted Average Number of Shares Outstanding, Basic and Diluted			11,509,432
Earnings Per Share, Basic and Diluted	$ (0.03)		$ (0.11)
As Previously Restated
Income Statement [Abstract]
Net loss	$ (1,314,096)	$ (1,337,561)	$ (4,810,316)
As Previously Restated | Common Class A [Member]
Income Statement [Abstract]
Weighted Average Number of Shares Outstanding, Basic and Diluted	47,612,727	47,612,727	48,042,857
Earnings Per Share, Basic and Diluted	$ 0	$ 0	$ 0
As Previously Restated | Common Class B [Member]
Income Statement [Abstract]
Weighted Average Number of Shares Outstanding, Basic and Diluted	12,075,000	12,075,000	11,509,432
Earnings Per Share, Basic and Diluted	$ (0.11)	$ (0.11)	$ (0.43)
Restatement Adjustment
Income Statement [Abstract]
Net loss	$ 0	$ 0	$ 0
Restatement Adjustment | Common Class A [Member]
Income Statement [Abstract]
Weighted Average Number of Shares Outstanding, Basic and Diluted	(19,148,597)	(27,154,133)	(15,941,493)
Earnings Per Share, Basic and Diluted	$ (0.03)	$ (0.04)	$ (0.11)
Restatement Adjustment | Common Class B [Member]
Income Statement [Abstract]
Weighted Average Number of Shares Outstanding, Basic and Diluted	(736,141)	(972,070)
Earnings Per Share, Basic and Diluted	$ 0.08	$ 0.07	$ 0.32
Restated
Income Statement [Abstract]
Net loss	$ (1,314,096)	$ (1,337,561)	$ (4,810,316)
Restated | Common Class A [Member]
Income Statement [Abstract]
Weighted Average Number of Shares Outstanding, Basic and Diluted	28,464,130	20,458,594	32,101,364
Earnings Per Share, Basic and Diluted	$ (0.03)	$ (0.04)	$ (0.11)
Restated | Common Class B [Member]
Income Statement [Abstract]
Weighted Average Number of Shares Outstanding, Basic and Diluted	11,338,859	11,102,930	11,509,432
Earnings Per Share, Basic and Diluted		$ (0.04)	$ (0.11)

Restatement of Previously Iss_5

Restatement of Previously Issued Financial Statements - Summary Of Restatement Of Cash Flow (Detail) - USD ($)	4 Months Ended	7 Months Ended
	Sep. 30, 2020	Dec. 31, 2020
Statement of Cash Flows
Accretion on Class A common stock subject to possible redemption amount		$ 26,169,980
As Previously Restated
Statement of Cash Flows
Initial Value of Class A common stock subject to possible redemption	$ 401,719,790	401,719,790
Change in Value of Class A common stock subject to possible redemption	50,864,810	47,392,050
Accretion on Class A common stock subject to possible redemption amount	0
Restatement Adjustment
Statement of Cash Flows
Initial Value of Class A common stock subject to possible redemption	(401,719,790)	(401,719,790)
Change in Value of Class A common stock subject to possible redemption	(50,864,810)	(47,392,050)
Accretion on Class A common stock subject to possible redemption amount	26,169,980	26,169,980
Restated
Statement of Cash Flows
Initial Value of Class A common stock subject to possible redemption	0
Change in Value of Class A common stock subject to possible redemption	0
Accretion on Class A common stock subject to possible redemption amount	$ 26,169,980	$ 26,169,980

Restatement of Previously Iss_6

Restatement of Previously Issued Financial Statements - Additional Information (Detail)	7 Months Ended
	Dec. 31, 2020USD ($)shares
Net Worth, Minimum	$ 5,000,001
Additional paid-in capital	5,100,000
Accumulated deficit	$ 24,100,000
Temporary Equity, Shares Outstanding | shares	3,041,540

Significant Accounting Polici_4

Significant Accounting Policies - Summary Of Earnings Per Share Basic And Diluted (Details) - USD ($)	3 Months Ended	7 Months Ended
	Sep. 30, 2020	Dec. 31, 2020
Common Class A [Member]
Numerator [Abstract]
Allocation of net loss		$ (3,540,814)
Denominator [Abstract]
Weighted Average Number of Shares Outstanding, Basic and Diluted		32,101,364
Basic and diluted net income (loss) per share		$ (0.11)
Common Class B [Member]
Numerator [Abstract]
Allocation of net loss		$ (1,269,502)
Denominator [Abstract]
Weighted Average Number of Shares Outstanding, Basic and Diluted		11,509,432
Basic and diluted net income (loss) per share	$ (0.03)	$ (0.11)

Significant Accounting Polici_5

Significant Accounting Policies (Details)	7 Months Ended
	Dec. 31, 2020USD ($)shares
Significant Accounting Policies (Textual)
Federal Depository Insurance Coverage | $	$ 250,000
Number of warrants	23,873,333
Class A common stock, subject to possible redemption	48,300,000
Warrant [Member] | Private Placement [Member]
Significant Accounting Policies (Textual)
Stock issued during period, warrants	7,773,333

Initial Public Offering (Detail

Initial Public Offering (Details) - Initial Public Offering [Member] - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	7 Months Ended
	Aug. 31, 2020	Dec. 31, 2020
Initial Public Offering (Textual)
Sale of stock	48,300,000
Over-allotment units	6,300,000
Price per share	$ 10
Gross proceeds	$ 483
Offering costs	27.1
Deferred underwriting commissions	$ 16.9	$ 16.9
Description of initial public offering and the private placement	Upon the closing of the IPO and the Private Placement Warrants in the Private Placement (including the exercise of the over-allotment option), $483.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the IPO and the Private Placement were placed in the Trust Account.
Description of transaction		Each Unit consists of one of the Company’s shares of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant (the “Public Warrants” and, collectively with the Private Placement Warrants, the “Warrants”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share.

Related Party Transactions (Det

Related Party Transactions (Details)	Aug. 13, 2020USD ($)shares	Aug. 10, 2020shares	Aug. 04, 2020shares	May 26, 2020USD ($)$ / sharesshares	Dec. 31, 2020USD ($)$ / sharesshares
Related Party Transactions (Textual)
Additional advances					$ 45,000
Outstanding loan amount					195,000
Working Capital					$ 1,500,000
Warrant exercise price | $ / shares					$ 1.50
Offering costs associated with private placement warrants					$ 9,344
Private Placement Warrants [Member]
Related Party Transactions (Textual)
Gross proceeds	$ 1,300,000				$ 10,400,000
Aggregate of warrants purchase shares | shares	840,000				6,933,333
Warrants price per share | $ / shares					$ 1.50
Unit exercise price | $ / shares					$ 11.50
Offering costs associated with private placement warrants					$ 8,000
Over-Allotment Option [Member]
Related Party Transactions (Textual)
Offering costs associated with private placement warrants	$ 1,000
Class B common stock [Member]
Related Party Transactions (Textual)
Common stock par value | $ / shares					$ 0.0001
Stock dividend shares | shares			0.2
Common stock, shares outstanding | shares					12,075,000
Subject to forfeiture, shares | shares					1,575,000
Founder shares [Member]
Related Party Transactions (Textual)
Subject to forfeiture, shares | shares		1,575,000
Initial stockholders, description					(A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization 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.
Founder shares [Member] | Class B common stock [Member]
Related Party Transactions (Textual)
Common stock par value | $ / shares				$ 0.0001
Exchange for issuance, shares | shares				10,062,500
Stock dividend shares | shares			0.2
Common stock, shares outstanding | shares			12,075,000
Subject to forfeiture, shares | shares			12,075,000
Issued and outstanding, percentage			0.200
Chairman and Co-Chief Executive Officer [Member]
Related Party Transactions (Textual)
Aggregate of loan amount				$ 150,000
Borrowing amount					$ 150,000
Chairman and Co-Chief Executive Officer [Member] | Founder shares [Member]
Related Party Transactions (Textual)
Offering costs				$ 25,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - IPO [Member] - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	7 Months Ended
	Aug. 31, 2020	Dec. 31, 2020
Commitments and Contingencies (Textual)
Deferred underwriting commissions	$ 16.9	$ 16.9
Price per unit		$ 0.35

Class A Common Stock Subject _3

Class A Common Stock Subject to Possible Redemption - Schedule of Shares Subject to Possible Redemption (Details)	7 Months Ended
	Dec. 31, 2020USD ($)
Less [Abstract]
Offering costs allocated to Class A common stock	$ (9,943,684)
Plus [Abstract]
Accretion of Class a common stock subject to possible redemption to redemption amount	26,169,980
Common Class A [Member]
Gross proceeds received from Initial Public Offering	483,000,000
Less [Abstract]
Offering costs allocated to Class A common stock	(26,169,980)
Plus [Abstract]
Accretion of Class a common stock subject to possible redemption to redemption amount	26,169,980
Class A common stock subject to possible redemption	$ 483,000,000

Class A Common Stock Subject _4

Class A Common Stock Subject to Possible Redemption - Additional Information (Details) - Common Class A [Member]	Dec. 31, 2020$ / sharesshares
Common stock, shares authorized	87,500,000
Common stock, par value | $ / shares	$ 0.0001
Class A common stock, subject to possible redemption	48,300,000

Stockholders' Deficit (Details)

Stockholders' Deficit (Details)	Aug. 13, 2020shares	Aug. 04, 2020shares	Dec. 31, 2020$ / sharesshares
Stockholder's Equity (Textual)
Converted basis, percentage			0.20
Preferred stock, par value | $ / shares			$ 0.0001
Preferred stock, shares authorized			1,000,000
Exercise price | $ / shares			$ 11.50
Business Combination, description			Company issues additional shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Company’s initial stockholders, officers, directors or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of each Warrant will be adjusted (to the nearest cent) such that the effective exercise price per full share will be equal to 115% of the higher of (i) the Market Value and (ii) the Newly Issued Price, and the $18.00 per-share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of (i) the Market Value and (ii) the Newly Issued Price.
Class A Common Stock [Member]
Stockholder's Equity (Textual)
Common stock, par value | $ / shares			$ 0.0001
Common stock, shares authorized			87,500,000
Common stock, shares issued			0
Common stock, shares outstanding			0
Unit exercise price | $ / shares			$ 10
Class B Common Stock [Member]
Stockholder's Equity (Textual)
Common stock, par value | $ / shares			$ 0.0001
Common stock, shares authorized			12,500,000
Common stock, shares issued			12,075,000
Common stock, shares outstanding			12,075,000
Stock dividend shares		0.2
Subject to forfeiture, shares			1,575,000
Issued and outstanding, percentage			0.20
Founder shares [Member]
Stockholder's Equity (Textual)
Subject to forfeiture, shares	1,575,000		1,575,000
Common Stock [Member] | Class A Common Stock [Member]
Stockholder's Equity (Textual)
Common stock, par value | $ / shares			$ 0.0001
Common stock, shares authorized			87,500,000
Common stock, shares issued			48,300,000
Common stock, shares outstanding			48,300,000
Class A common stock, subject to possible redemption			48,300,000
Common Stock [Member] | Class B Common Stock [Member]
Stockholder's Equity (Textual)
Common stock, par value | $ / shares			$ 0.0001
Common stock, shares authorized			12,500,000
Common stock, shares issued			12,075,000
Common stock, shares outstanding			12,075,000
Warrant [Member]
Stockholder's Equity (Textual)
Warrants, description			Once the warrants become exercisable, the Company may redeem the outstanding warrants (except for the Private Placement Warrants):     •   in whole and not in part;     •   at a price of $0.01 per warrant;     •   upon a minimum of 30 days’ prior written notice of redemption; and     •   if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
Warrant [Member] | Class A Common Stock [Member]
Stockholder's Equity (Textual)
Number of consecutive trading days for share price determination			10 days
Public Warrants [Member]
Stockholder's Equity (Textual)
Warrants, description			Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding warrants:     •   in whole and not in part;     •   at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the Company’s Class A common stock;     •   if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders;     •   if, and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; and     •   if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock (or a security other than the Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in the initial Business Combination) issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given.

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Gross Holding Gains and Fair Value of Held-to-maturity Securities (Details)	Dec. 31, 2020USD ($)
Assets, Fair Value Disclosure [Abstract]
Investments held in Trust Account - U.S. Treasury Securities	$ 483,227,051
Liabilities, Fair Value Disclosure [Abstract]
Warrant liabilities (restated)	13,292,400
Fair Value, Recurring [Member]
Assets, Fair Value Disclosure [Abstract]
Investments held in Trust Account - U.S. Treasury Securities	483,227,051
Liabilities, Fair Value Disclosure [Abstract]
Warrant liabilities (restated)	13,292,400
Total fair value	496,519,451
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Assets, Fair Value Disclosure [Abstract]
Investments held in Trust Account - U.S. Treasury Securities	483,227,051
Liabilities, Fair Value Disclosure [Abstract]
Total fair value	483,227,051
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Liabilities, Fair Value Disclosure [Abstract]
Warrant liabilities (restated)	13,292,400
Total fair value	$ 13,292,400

Fair Value Measurements - Summa

Fair Value Measurements - Summary Of Reconciliation Of Warrant Liabilities Measured At Fair Value (Details) - USD ($)	3 Months Ended	4 Months Ended	7 Months Ended
	Dec. 31, 2020	Sep. 30, 2020	Dec. 31, 2020
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in fair value of warrant liabilities			$ 4,664,000
Warrant Liability	$ 13,292,400		13,292,400
Fair Value, Inputs, Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrant Liability	9,872,133	$ 0	0
Issuance of Private Warrants		8,628,400
Change in fair value of warrant liabilities	3,420,267	1,243,733
Warrant Liability	$ 13,292,400	$ 9,872,133	$ 13,292,400

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary Of Quantitative Information Regarding Fair Value Measurements (Details) - Fair Value, Inputs, Level 3 [Member] - $ / shares	Aug. 07, 2020	Sep. 30, 2020
Measurement Input, Exercise Price [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Exercise price	$ 11.50	$ 11.50
Measurement Input, Share Price [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Stock Price	$ 10.03	$ 10.26
Measurement Input, Expected Term [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Term (in years)	1 year	10 months 6 days
Measurement Input, Price Volatility [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Volatility	18.00%	19.00%
Measurement Input, Risk Free Interest Rate [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Risk-free interest rate	0.31%	0.36%
Measurement Input, Expected Dividend Rate [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Dividend yield	0.00%	0.00%

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details) - USD ($)	Aug. 13, 2020	Aug. 07, 2020	Dec. 31, 2020
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in fair value of warrant liabilities			$ 4,664,000
Public Warrants [Member] | Binomial Monte Carlo Simulation [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in fair value of warrant liabilities	$ 8,600,000	$ 8,600,000	$ 4,700,000

Income Taxes - Summary of Tax P

Income Taxes - Summary of Tax Provision (Detail)	7 Months Ended
	Dec. 31, 2020USD ($)
Current
Federal	$ 22,010
State
Deferred
Federal	(48,114)
State
Valuation allowance	48,114
Income tax provision	$ 22,010

Income Taxes - Summary of Net D

Income Taxes - Summary of Net Deferred Tax Assets (Detail)	Dec. 31, 2020USD ($)
Deferred tax assets:
Start-up/Organization costs	$ 48,114
Total deferred tax assets	48,114
Valuation allowance	(48,114)
Deferred tax asset, net of allowance	$ 0

Income Taxes - Summary of a Rec

Income Taxes - Summary of a Reconciliation of the Statutory Federal Income Tax Rate Benefit to the Companys Effective Tax Rate Benefit (Detail)	7 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	21.00%
State taxes, net of federal tax benefit	0.00%
Effective Income Tax Rate Reconciliation	(20.50%)
Change in valuation allowance	(1.00%)
Effective Tax Rate	(0.50%)

Income Taxes - Additional Infor

Income Taxes - Additional Information (Detail)	7 Months Ended
	Dec. 31, 2020USD ($)
Income Tax Disclosure [Abstract]
Income tax provision	$ 22,010
Effective tax rate	(0.50%)
Valuation allowance	$ 48,114
unrecognized tax benefits	0
Unrecognized tax benefits on payments of interest and penalities accrued	$ 0

Quarterly Financial Informati_3

Quarterly Financial Information - Summary Of Quarterly Financial Information (Details) - USD ($)	3 Months Ended	4 Months Ended	7 Months Ended
	Sep. 30, 2020	Sep. 30, 2020	Dec. 31, 2020	Aug. 07, 2020
Unaudited Condensed Balance Sheet
Total assets			$ 484,520,512
Liabilities and Equity [Abstract]
Total liabilities			30,408,662
Class A common stock subject to possible redemption			483,000,000
Stockholders' equity (deficit)
Accumulated deficit			(28,889,358)
Total stockholders' equity (deficit)			(28,888,150)
Total liabilities, Class A common stock subject to possible redemption and stockholders' equity (deficit)			484,520,512
Unaudited Condensed Statement of Operations
Net loss			(4,810,316)
Unaudited Condensed Statement of Cash Flows - Supplemental disclosure of noncash activities:
Accretion on Class A common stock subject to possible redemption amount			26,169,980
Common Class A [Member]
Stockholders' equity (deficit)
Common stock value			$ 0
Unaudited Condensed Statement of Operations
Weighted average shares outstanding of common stock, basic and diluted			32,101,364
Basic and diluted net income (loss) per share of common stock			$ (0.11)
Common Class B [Member]
Stockholders' equity (deficit)
Common stock value			$ 1,208
Unaudited Condensed Statement of Operations
Weighted average shares outstanding of common stock, basic and diluted			11,509,432
Basic and diluted net income (loss) per share of common stock	$ (0.03)		$ (0.11)
As Previously Restated
Unaudited Condensed Balance Sheet
Total assets	$ 484,512,579	$ 484,512,579	$ 484,520,512	$ 422,012,234
Liabilities and Equity [Abstract]
Total liabilities	26,927,974	26,927,974	30,408,662	22,988,438
Class A common stock subject to possible redemption	452,584,600	452,584,600	449,111,840	394,023,790
Stockholders' equity (deficit)
Additional paid-in-capital	6,336,054	6,336,054	9,808,779	5,058,747
Accumulated deficit	(1,337,561)	(1,337,561)	(4,810,316)	(60,209)
Total stockholders' equity (deficit)	5,000,005	5,000,005	5,000,010	5,000,006
Total liabilities, Class A common stock subject to possible redemption and stockholders' equity (deficit)	484,512,579	484,512,579	484,520,512	422,012,234
Unaudited Condensed Statement of Operations
Net loss	(1,314,096)	(1,337,561)	(4,810,316)
Unaudited Condensed Statement of Cash Flows - Supplemental disclosure of noncash activities:
Initial Value of Class A common stock subject to possible redemption		401,719,790	401,719,790
Change in Value of Class A common stock subject to possible redemption		50,864,810	47,392,050
Accretion on Class A common stock subject to possible redemption amount		0
As Previously Restated | Common Class A [Member]
Stockholders' equity (deficit)
Common stock value	$ 304	$ 304	$ 339	260
Unaudited Condensed Statement of Operations
Weighted average shares outstanding of common stock, basic and diluted	47,612,727	47,612,727	48,042,857
Basic and diluted net income (loss) per share of common stock	$ 0	$ 0	$ 0
As Previously Restated | Common Class B [Member]
Stockholders' equity (deficit)
Common stock value	$ 1,208	$ 1,208	$ 1,208	1,208
Unaudited Condensed Statement of Operations
Weighted average shares outstanding of common stock, basic and diluted	12,075,000	12,075,000	11,509,432
Basic and diluted net income (loss) per share of common stock	$ (0.11)	$ (0.11)	$ (0.43)
Restatement Adjustment
Liabilities and Equity [Abstract]
Total liabilities	$ 0	$ 0	$ 0
Class A common stock subject to possible redemption	30,415,400	30,415,400	33,888,160	88,976,210
Stockholders' equity (deficit)
Additional paid-in-capital	(6,336,054)	(6,336,054)	(9,808,779)	(5,058,747)
Accumulated deficit	(24,079,042)	(24,079,042)	(24,079,042)	(83,917,203)
Total stockholders' equity (deficit)	(30,415,400)	(30,415,400)	(33,888,160)	(88,976,210)
Unaudited Condensed Statement of Operations
Net loss	0	0	0
Unaudited Condensed Statement of Cash Flows - Supplemental disclosure of noncash activities:
Initial Value of Class A common stock subject to possible redemption		(401,719,790)	(401,719,790)
Change in Value of Class A common stock subject to possible redemption		(50,864,810)	(47,392,050)
Accretion on Class A common stock subject to possible redemption amount		26,169,980	26,169,980
Restatement Adjustment | Common Class A [Member]
Stockholders' equity (deficit)
Common stock value	$ (304)	$ (304)	$ (339)	(260)
Unaudited Condensed Statement of Operations
Weighted average shares outstanding of common stock, basic and diluted	(19,148,597)	(27,154,133)	(15,941,493)
Basic and diluted net income (loss) per share of common stock	$ (0.03)	$ (0.04)	$ (0.11)
Restatement Adjustment | Common Class B [Member]
Unaudited Condensed Statement of Operations
Weighted average shares outstanding of common stock, basic and diluted	(736,141)	(972,070)
Basic and diluted net income (loss) per share of common stock	$ 0.08	$ 0.07	$ 0.32
Restated
Unaudited Condensed Balance Sheet
Total assets	$ 484,512,579	$ 484,512,579	$ 484,520,512	422,012,234
Liabilities and Equity [Abstract]
Total liabilities	26,927,974	26,927,974	30,408,662	22,988,438
Class A common stock subject to possible redemption	483,000,000	483,000,000	483,000,000	483,000,000
Stockholders' equity (deficit)
Common stock value				1,208
Additional paid-in-capital	0	0
Accumulated deficit	(25,416,603)	(25,416,603)	(28,889,358)	(83,977,412)
Total stockholders' equity (deficit)	(25,415,395)	(25,415,395)	(28,888,150)	(83,976,204)
Total liabilities, Class A common stock subject to possible redemption and stockholders' equity (deficit)	484,512,579	484,512,579	484,520,512	$ 422,012,234
Unaudited Condensed Statement of Operations
Net loss	(1,314,096)	(1,337,561)	(4,810,316)
Unaudited Condensed Statement of Cash Flows - Supplemental disclosure of noncash activities:
Initial Value of Class A common stock subject to possible redemption		0
Change in Value of Class A common stock subject to possible redemption		0
Accretion on Class A common stock subject to possible redemption amount		26,169,980	$ 26,169,980
Restated | Common Class A [Member]
Stockholders' equity (deficit)
Common stock value	$ 0	$ 0
Unaudited Condensed Statement of Operations
Weighted average shares outstanding of common stock, basic and diluted	28,464,130	20,458,594	32,101,364
Basic and diluted net income (loss) per share of common stock	$ (0.03)	$ (0.04)	$ (0.11)
Restated | Common Class B [Member]
Stockholders' equity (deficit)
Common stock value	$ 1,208	$ 1,208	$ 1,208
Unaudited Condensed Statement of Operations
Weighted average shares outstanding of common stock, basic and diluted	11,338,859	11,102,930	11,509,432
Basic and diluted net income (loss) per share of common stock		$ (0.04)	$ (0.11)