CareMax (CMAXQ) 10-Q 24 May 21 2021 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2021	May 17, 2021
Document Information
Document Type	10-Q
Transition Report	true
Document Period End Date	Mar. 31, 2021
Entity Registrant Name	DEERFIELD HEALTHCARE TECHNOLOGY ACQUISITIONS CORP.
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001813914
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Amendment Flag	false
Class A common stock
Document Information
Entity Common Stock, Shares Outstanding		14,375,000
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	DFHT
Security Exchange Name	NASDAQ
Class B common stock
Document Information
Entity Common Stock, Shares Outstanding		3,593,750
Units
Document Information
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-fifth of one redeemable warrant
Trading Symbol	DFHTU
Security Exchange Name	NASDAQ
Warrants
Document Information
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol	DFHTW
Security Exchange Name	NASDAQ

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 390,022	$ 908,711
Prepaid expenses	209,626	198,172
Total current assets	599,648	1,106,883
Investments held in Trust Account	143,856,248	143,836,562
Total assets	144,455,896	144,943,445
Current liabilities:
Accounts payable	456,646	458,155
Accrued expenses	4,355,000	3,168,000
Franchise tax payable	49,365	129,913
Total current liabilities	4,861,011	3,756,068
Deferred underwriting commissions	4,443,250	4,443,250
Derivative warrant liabilities	13,870,006	24,764,148
Total liabilities	23,174,267	32,963,466
Commitments and Contingencies (Note 5)
Class A common stock, $0.0001 par value; 11,616,546 and 10,697,997 shares subject to possible redemption at $10.01 per share as of March 31, 2021 and December 31, 2020, respectively	116,281,625	106,979,970
Stockholders' Equity:
Preferred stock, $0.0001 par value 1,000,000 shares authorized none issued and outstanding
Additional paid-in capital	17,208,460	26,510,023
Accumulated deficit	(12,209,091)	(21,510,741)
Total stockholders' equity	5,000,004	5,000,009
Total Liabilities and Stockholders' Equity	144,455,896	144,943,445
Class A common stock
Stockholders' Equity:
Common Stock, Value, Issued	276	368
Class B common stock
Stockholders' Equity:
Common Stock, Value, Issued	$ 359	$ 359

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	2,746,838	3,677,003
Common stock, shares outstanding	2,746,838	3,677,003
Class A common stock subject to possible redemption
Common stock subject to possible redemption, par value	$ 0.0001	$ 0.0001
Common stock subject to possible redemption, shares	11,628,162	10,697,997
Common stock subject to possible redemption, redemption price per share	$ 10	$ 10
Class B common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	3,593,750	3,593,750
Common stock, shares outstanding	3,593,750	3,593,750

UNAUDITED CONDENSED STATEMENT O

UNAUDITED CONDENSED STATEMENT OF OPERATIONS	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
General and administrative expenses	$ 1,547,072
General and administrative expenses - related party	52,500
Franchise tax expense	12,606
Loss from operations	(1,612,178)
Other income (expense)
Interest income from investments held in Trust Account	19,686
Change in fair value of derivative warrant liabilities	10,894,142
Net income	9,301,650
Class A common stock
Other income (expense)
Net income	$ 0
Weighted average shares outstanding | shares	14,375,000
Basic and diluted net income per share | $ / shares	$ 0
Class B common stock
Other income (expense)
Net income	$ 9,301,650
Basic weighted average shares outstanding | shares	3,593,750
Basic net income per share | $ / shares	$ 2.59
Diluted weighted average shares outstanding of Class B common stock and nonredeemable warrants | shares	4,665,065
Diluted net loss per share, Class B common stock and nonredeemable warrants | $ / shares	$ (0.34)

UNAUDITED CONDENSED STATEMENT_2

UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 3 months ended Mar. 31, 2021 - USD ($)	Common StockClass A common stock	Common StockClass B common stock	Additional Paid-In Capital	Accumulated Deficit	Class A common stock	Class B common stock	Total
Beginning balance at Dec. 31, 2020	$ 368	$ 359	$ 26,510,023	$ (21,510,741)			$ 5,000,009
Beginning balance (in shares) at Dec. 31, 2020	3,677,003	3,593,750
Changes in Stockholders' Equity (Deficit)
Net income				9,301,650	$ 0	$ 9,301,650	9,301,650
Common stock subject to possible redemption	$ (93)		(9,301,557)				(9,301,655)
Common stock subject to possible redemption (in shares)	(930,165)
Ending balance at Mar. 31, 2021	$ 275	$ 359	$ 17,208,466	$ (12,209,091)			$ 5,000,004
Ending balance (in shares) at Mar. 31, 2021	2,746,838	3,593,750

UNAUDITED CONDENSED STATEMENT_3

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS	3 Months Ended
	Mar. 31, 2021USD ($)
Cash Flows from Operating Activities:
Net income	$ 9,301,650
Adjustments to reconcile net Income to net cash used in operating activities:
Interest earned on investments held in Trust Account	(19,686)
Change in fair value of warrant liabilities	(10,894,142)
Changes in operating assets and liabilities:
Prepaid expenses	(11,454)
Accounts payable	(1,509)
Accrued expenses	1,187,000
Franchise tax payable	(80,548)
Net cash used in operating activities	(518,689)
Cash Flows from Financing Activities:
Net decrease in cash	(518,689)
Cash - beginning of the period	908,711
Cash - end of the period	390,022
Supplemental disclosure of noncash activities:
Change in initial value of Class A common stock subject to possible redemption	$ (9,301,655)

Organization, Business Operatio

Organization, Business Operations and Basis of Presentation.	3 Months Ended
	Mar. 31, 2021
Organization, Business Operations and Basis of Presentation.
Organization, Business Operations and Basis of Presentation.	1. Organization, Business Operations and Basis of Presentation. Incorporation Deerfield Healthcare Technology Acquisitions Corp. (the “Company”) is a blank check company incorporated in Delaware on May 8, 2020. Sponsor The Company’s sponsor is DFHTA Sponsor LLC, a Delaware limited liability company (the “Sponsor”). Business Purpose The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses that it has not yet selected (“Business Combination”). As of March 31, 2021, the Company has not commenced any operations. All activity for the period from May 8, 2020 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and subsequent to the Initial Public Offering, the search for a target for its initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering of Units (as defined in Note 3 below), although substantially all of the net proceeds of the Initial Public Offering 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. Financing The registration statement for the Initial Public Offering was declared effective on July 16, 2020. On July 21, 2020, the Company consummated the Initial Public Offering of 14,375,000 units (the “Units” and, with respect to the Class A common stock included in the Units, the “Public Shares”), including the issuance of 1,875,000 Units as a result of the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of approximately $143.8 million, and incurring offering costs of approximately $7.5 million, inclusive of approximately $4.4 million in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 2,916,667 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of approximately $4.4 million (Note 4). Trust Account Upon the closing of the Initial Public Offering and the Private Placement, approximately $143.8 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (the “Trust Account”) and invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a‑7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. 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 earlier of: (i) the completion of the Business Combination; (ii) the redemption of any of the Public Shares to its holders (the “Public Stockholders”) properly tendered in connection with a stockholder vote to amend the Company’s certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares or with respect to any other material provision relating to stockholders’ rights or pre-initial business combination activity, or (iii) the redemption of 100% of the Public Shares if the Company does not complete a business combination by July 21, 2022. 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 stockholders may seek to redeem their shares, regardless of whether they vote for or against the business combination, 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 fund its working capital requirements (subject to an annual limit of $500,000) and/or 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 (and thereby avoid the need for a stockholder vote) 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 commencement of the tender offer, including interest earned on the funds held in the Trust Account and not previously released to the Company to fund its working capital requirements and/or to pay taxes,. 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 upon consummation of the Company’s initial business combination and after payment of underwriters’ fees and commissions. 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 in connection with a business combination, a Public Stockholder will have the right to redeem its shares 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 fund its working capital requirements (subject to an annual limit of $500,000) and/or to pay its taxes. As a result, such common stock was recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”), Accounting Standard Codification (“ASC”) 480, “Distinguishing Liabilities from Equity (“ASC 480”).” The amount in the Trust Account was initially at $10.00 per Public Share ($143.75 million held in the Trust Account divided by 14,375,000 Public Shares). The Company will have 24 months from the closing of the Initial Public Offering, or July 21, 2022, to complete its initial business combination (the “Combination Period”). If the Company does not complete a business combination within this period of time, it will (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares for a per share pro rata portion of the Trust Account, including interest and not previously released to the Company to fund its working capital requirements (subject to an annual limit of $500,000) (less taxes payable and up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The Sponsor and the Company’s executive officers and independent director nominees (the “initial stockholders”) entered into a letter agreement 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); however, if the initial stockholders or any of the Company’s officers, directors or affiliates acquire shares of common stock in or after the Initial Public Offering, 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 of the residual assets remaining available for distribution (including Trust Account assets) will be less than the Initial Public Offering price per Unit in the Initial Public Offering. Basis of Presentation The accompanying unaudited condensed 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 SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the period for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the period ending December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10‑K/A filed by the Company with the SEC on April 28, 2021. Emerging Growth Company 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”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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, we, 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 unaudited condensed 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 accountant standards used. Proposed Business Combination On December 18, 2020, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among the Company, the entities listed in Annex I to the Business Combination Agreement (collectively, the “CareMax Group”), IMC Holdings, LLC, a Delaware limited liability company (“IMC Parent” and, together with the CareMax Group, each a “Seller” and any other party that subsequent to the date of the Business Combination Agreement executes a joinder in form and substance reasonably acceptable to the Company, collectively, the “Sellers”), CareMax Medical Group, LLC, a Florida limited liability company (“CareMax”), IMC Medical Group Holdings, LLC, a Delaware limited liability company (“IMC” and, together with CareMax, each a “Company” and collectively, the “Companies”), and Deerfield Partners, L.P. (“Deerfield Partners”) (solely for purposes of certain exclusivity and non-redemption provisions). The Business Combination Agreement generally provides for (a) the sale and transfer of 100% of the equity interests in CareMax by the CareMax Group to the Company, (the “CareMax Units”) and (b) the sale and transfer of 100% of the equity interests in IMC by IMC Parent to the Company, (the “IMC Units”), as a result of which, upon consummation of the Business Combination, IMC and CareMax will become wholly-owned subsidiaries of the Company. CareMax is a tech-enabled, value based senior care provider serving Medicare Advantage patients. IMC is a value based senior care provider that provides primary, specialty and ancillary services to Medicare, Medicaid and Commercial/ACA patients. Upon the closing of the Business Combination, it is expected that the Company will be renamed CareMax, Inc., and remain listed on the Nasdaq stock market under a new ticker symbol. Consideration Subject to the satisfaction or waiver of certain conditions set forth in the Business Combination Agreement, the closing consideration payable by the Company to the CareMax Group in exchange for the CareMax Units will be equal to: (a) An amount in cash equal to $364,000,000, multiplied by 68%, subject to pre-closing adjustments, including adjustments based on estimated cash, debt and working capital at closing of the Business Combination; and (b) A number of shares of the Company’s Class A common stock, rounded down to the nearest whole number, equal to $364,000,000, multiplied by 32% and divided by a reference price of $10, subject to pre-closing adjustments, including adjustments based on estimated cash, debt and working capital at closing of the Business Combination. Subject to the satisfaction or waiver of certain conditions set forth in the Business Combination Agreement, the closing consideration payable by the Company to IMC Parent in exchange for the IMC Units will be equal to: (a) An amount equal to (A) the product of $250,000,000, multiplied by 45%, subject to pre-closing adjustments, including adjustments based on estimated cash, debt and working capital at closing of the Business Combination; and (b) A number of shares of the Company’s Class A common stock, rounded down to the nearest whole number, equal to (A) $250,000,000, multiplied by 55% and divided by a reference price of $10, subject to pre-closing adjustments, including adjustments based on estimated cash, debt and working capital at closing of the Business Combination. Escrow Consideration At the closing of the Business Combination, the Company will deposit $500,000 and $1,000,000 into adjustment escrow accounts (the “Adjustment Escrow Amounts”), and of such $500,000 amount, 68% will be in cash and 32% will be in shares of the Company’s Class A common stock, and of such $1,000,000 amount, 45% will be in cash and 55% will be in shares of the Company’s Class A common stock (the “Adjustment Escrow Shares”), for the purpose of securing post-closing adjustment obligations of the CareMax Group and IMC Parent, respectively. Following the date on which the closing consideration is finally determined, pursuant to the Business Combination Agreement, all or a portion of the applicable Adjustment Escrow Amounts will either be released to the applicable Seller or to the Company in accordance with certain adjustment mechanisms. Earnout Up to an additional 2,900,000 shares of the Company’s Class A common stock (the “IMC Earnout Shares”) are payable after the closing of the Business Combination to IMC Parent if: (i) at any time during the 12-month period following the closing of the Business Combination (“First Earnout Period”) the volume weighted average trading price of the Company’s Class A common stock equals or exceeds $12.50 on any 20 trading days in any 30-day trading period (the “$12.50 Share Price Trigger”), then 1,450,000 IMC Earnout Shares will be issued and paid to IMC Parent, and (ii) at any time during the 24-month period following the closing date of the Business Combination (the “Second Earnout Period”) the volume weighted average trading price of the Company’s Class A common stock equals or exceeds $15.00 on any 20 trading days in any 30-day trading period (the “$15.00 Share Price Trigger” and together with the $12.50 Share Price Trigger, the “Share Price Triggers”), then 1,450,000 IMC Earnout Shares will be issued and paid to IMC Parent. If the $12.50 Share Price Trigger is not satisfied but the $15.00 Share Price Trigger is satisfied, the Company shall issue and pay to IMC Parent 2,900,000 shares of the Company’s Class A common stock in connection with the satisfaction of the $15.00 Share Price Trigger. Up to an additional 3,500,000 shares of the Company’s Class A common stock (the “CareMax Earnout Shares”) are payable after the closing of the Business Combination to the members of the CareMax Group if: (i) if during the First Earnout Period the volume weighted average trading price of the Company’s Class A common stock equals or exceeds the $12.50 Share Price Trigger, then 1,750,000 CareMax Earnout Shares will be issued and paid to the members of the CareMax Group, and (ii) at any time during the Second Earnout Period the volume weighted average trading price of the Company’s Class A common stock equals or exceeds the $15.00 Share Price Trigger, then 1,750,000 CareMax Earnout Shares will be issued and paid to the members of the CareMax Group. If the $12.50 Share Price Trigger is not satisfied but the $15.00 Share Price Trigger is satisfied, the Company shall issue and pay to the members of the CareMax Group 3,500,000 shares of the Company’s Class A common stock in connection with the satisfaction of the $15.00 Share Price Trigger. The Company’s Class A common stock to be issued in connection with the transactions contemplated by the Business Combination Agreement will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering. Consummation of the transactions contemplated by the Business Combination Agreement is subject to customary conditions of the respective parties, including the approval of the Company’s stockholders in accordance with the second amended and restated certificate of incorporation (our “Current Charter”). It is a condition to the closing under the Business Combination Agreement that at the closing date, after giving effect to (i) the redemptions each holder of the Company’s Class A common stock is entitled to and (ii) the sale and issuance of the Company’s Class A common stock pursuant to the Deerfield Subscription Agreements (defined below), the Subscription Agreements (defined below) and the sale and issuance of other securities of the Company between the signing and closing, the amount of cash available to the Company in the aggregate, including amounts held in the Trust Account, shall be no less than $50,000,000. In addition, consummation of the transactions contemplated by the Business Combination Agreement is subject to other closing conditions, including, among others: (i) that all applicable waiting periods and any extensions thereof under applicable antitrust, competition or similar laws have expired or been terminated; (ii) that there has been no material adverse effect on the applicable Company Group (as defined in the Business Combination Agreement); and (iii) that the Company shall not redeem the Company’s Class A common stock in an amount that would cause its net tangible assets to be less than $5,000,001. Other Agreements In connection with the Business Combination, the following additional agreements were also executed and filed with the SEC by the Company on an Annual Report on Form 10-K/A filed on April 28, 2021: Lock-up Agreement In connection with the execution of the Business Combination Agreement, the Company entered into a lock-up agreement, dated December 18, 2020 (the “Lock-up Agreement”), with the Sponsor, Deerfield Partners, certain other shareholders of the Company and the Sellers (collectively, the “Lock-up Holders”), pursuant to which, subject to certain exceptions and effective on the closing date, each of the Lock-up Holders have agreed to not transfer any shares of the Company’s Class A common stock held by such Lock-up Holder until the earlier of (i) six, nine or twelve months (as applicable to shares of the Company’s Class A common stock of the Lock-up Holder) after the date of the closing, (ii) only with respect to certain shares of the Company’s Class A common stock of the Lock-up Holders, the date on which, subsequent to the Business Combination, the VWAP of the Company’s Class A common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 calendar days after the closing, and (iii) the date following the completion of the transactions contemplated by the Business Combination Agreement on which the Company completes a Change in Control Transaction (as defined in the Business Combination Agreement). Amended and Restated Registration Rights Agreement In connection with the execution of the Business Combination Agreement, the Company, the Sellers, the Sponsor, Deerfield Partners and the other parties thereto (collectively, the “Rights Holders”) entered into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), which amends and restates in its entirety the existing Registration Rights Agreement, dated July 16, 2020, by and between the Company and the parties thereto. The Registration Rights Agreement will become effective upon the closing of the Business Combination, if consummated. If the Business Combination is not consummated, the existing registration rights agreement will remain in full force and effect. Pursuant to the terms of the Registration Rights Agreement, the Company will be obligated to file a registration statement to register the resale of certain of the Company’s Class A common stock held by the Rights Holders. In addition, pursuant to the terms of the Registration Rights Agreement and subject to certain requirements and customary conditions, including with regard to the number of demand rights that may be exercised, the Rights Holders may demand at any time or from time to time, that the Company file a registration statement on Form S-1 or Form S-3 to register certain shares of the Company’s Class A common stock held by such Rights Holders. The Registration Rights Agreement will also provide the Rights Holders with “piggy-back” registration rights, subject to certain requirements and customary conditions. Subscription Agreements In connection with the execution of the Business Combination Agreement, the Company entered into certain subscription agreements, each dated December 18, 2020 (the “Subscription Agreements”), with certain investors, pursuant to which such investors have agreed to purchase an aggregate of 30,500,000 shares of Class A common stock (together, the “Subscriptions”), for a purchase price of $10.00 per share, for an aggregate purchase price of $305,000,000, to be issued immediately prior to and conditioned upon the effectiveness of the consummation of the Business Combination (the “Third Party PIPE Investments”). The obligations of each party to consummate the Subscriptions are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement. The Company’s Class A common stock to be issued in connection with the Subscription Agreements and the transactions contemplated thereby will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering. Deerfield Subscription Agreements In connection with the execution of the Business Combination Agreement, the Company entered into certain subscription agreements, each dated December 18, 2020 (the “Deerfield Subscription Agreements”), with each of Deerfield Partners and the Sponsor, pursuant to which such investors have agreed to purchase an aggregate of 10,000,000 shares of the Company’s Class A common stock (the “Deerfield Subscription”), for a purchase price of $10.00 per share, for an aggregate purchase price of $100,000,000, to be issued immediately prior to and conditioned upon the effectiveness of the consummation of the Business Combination (the “Deerfield PIPE Investments”). The obligations of each party to consummate the Deerfield Subscription are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement. The Company’s Class A common stock to be issued in connection with the Deerfield Subscription Agreements and the transactions contemplated thereby will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering. Consent and Waiver Letter In connection with the execution of the Business Combination Agreement, the Company, Deerfield Partners and the Sponsor entered into a certain Consent and Waiver Letter (the “Consent and Waiver Letter”) pursuant to which, among other things, Deerfield Partners consented to the consummation of the Business Combination as required under that certain Letter Agreement, dated as of July 16, 2020 (the “July 16 Letter Agreement”), pursuant to which the Company agreed not to consummate its initial Business Combination (as defined in the July 16 Letter Agreement) without the consent of Deerfield Partners. In the Consent and Waiver Letter, the Sponsor, the holder of a majority of the outstanding the Company’s Class B common stock, also waived, in accordance with the Current Charter, any adjustment of the conversion provisions in Section 4.3(b)(ii) of our Current Charter that would, as a result of the consummation of the Business Combination or the transactions contemplated by the Business Combination Agreement, including the issuance of the stock portion of the closing consideration, the issuance, if at all, of Adjustment Escrow Shares, the IMC Earnout Shares, or CareMax Earnout Shares, the Third Party PIPE Investments or the Deerfield PIPE Investments, in each case, cause the Class B common stock to convert to Class A common stock at a ratio of greater than one-for-one upon consummation of the Business Combination contemplated by the Business Combination Agreement. In addition, the Company received a commitment letter from certain lending affiliates of Royal Bank of Canada to syndicate and arrange debt financing in connection with the Business Combination. Liquidity and Going Concern Considerations The accompanying unaudited condensed financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of March 31, 2021, the Company had approximately $390,000 in its operating bank account and a working capital deficit of approximately $4.3 million (including tax obligations of approximately $49,000). Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. In addition, in order to finance transaction costs in connection an intended business combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 4). 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 March 31, 2021, the Company had no Working Capital Loans outstanding. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs have been satisfied through the cash receipt of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, and a $200,000 Note issued to the Sponsor, which was repaid by the Company on July 16, 2020 (Note 4). Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company will need to raise additional capital through loans or additional investments from its Sponsor, an affiliate of the Sponsor, or its officers or directors. The Company’s officers, directors and Sponsor, or their affiliates, may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined these conditions raise substantial doubt about the Company’s ability to continue as a going concern through the Combination Period, which is the date the Company is required cease all operations except for the purpose of winding up if it has not completed a business combination. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Significant Accounting Policies

Significant Accounting Policies.	3 Months Ended
	Mar. 31, 2021
Significant Accounting Policies.
Significant Accounting Policies.	2. Significant Accounting Policies. Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation limit 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. Investments Held in 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 condensed balance sheets 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 interest income from investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account were determined using available market information. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents in its operating account as of March 31, 2021 and December 31, 2020. 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; and · 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 March 31, 2021, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and franchise 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 money market funds that comprise only U.S. Treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. Derivative 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 5,791,667 common stock warrants issued in connection with its Initial Public Offering (2,875,000) and Private Placement (2,916,667) 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 unaudited condensed statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees, and other costs incurred that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 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 feature certain redemption rights that are considered to be outside of the Company's control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021 and December 31, 2020, 11,628,162 and 10,697,997 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 condensed balance sheets, respectively. Net Income Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share." Net income per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Share settlement of the Company's warrants to purchase an aggregate of 5,791,667 shares of Class A common stock at a price of $11.50 was presumed for the calculation of diluted earnings per share because it is more dilutive than the cash settlement alternative. Under this assumption, the contract is settled in common shares, and the effect of the liability classification (change in fair value of derivative warrant liability is reversed as a numerator adjustment). Potentially dilutive weighted average shares of 1,071,315 are included in the denominator. The Company's unaudited condensed statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income (loss) per share. Net income per share, basic and diluted for Class A common stock is calculated by dividing the investment income earned on the Trust Account, net of applicable income and franchise taxes and available working capital allowance which resulted in $0 for the three months ended March 31, 2021. Net income per share, basic and diluted for Class B common stock, for the three months ended March 31, 2021, is calculated by dividing the net income of $9,301,650, adding back the change in the fair value of the derivative warrant liabilities of $10,894,142, for a net loss of $1,592,492, less the income attributable to Class A common stock of $0, by the weighted average number of shares of Class B common stock outstanding for the period and the potentially dilutive shares from the assuming exercise of nonredeemable warrants. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, "Income Taxes." Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed 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. As of March 31, 2021, the Company had a deferred tax asset of approximately $334,000, which had a full valuation allowance recorded against it. 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. There were no unrecognized tax benefits as of March 31, 2021 and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standard Update (the "ASU") No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company's management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements.

Initial Public Offering.

Initial Public Offering.	3 Months Ended
	Mar. 31, 2021
Initial Public Offering.
Initial Public Offering.	3. Initial Public Offering. Public Units On July 21, 2020, the Company consummated the Initial Public Offering of 14,375,000 Units, including the issuance of 1,875,000 Units as a result of the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of approximately $143.8 million, and incurring offering costs of approximately $7.5 million, inclusive of approximately $4.4 million in deferred underwriting commissions. Each Unit consists of one of the Company’s shares of Class A common stock, $0.0001 par value and one-fifth of one redeemable warrant (the “Warrants”). Each whole 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 Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. Certain domestic private pooled investment vehicles managed by Deerfield Management Company, L.P. (“Deerfield Management”) and its affiliates (the “Deerfield Funds”) purchased 3,360,000 Public Units in the Initial Public Offering at the Initial Public Offering price (“Affiliated Units”). On July 16, 2020, the Company also entered into a letter agreement (the “Deerfield Letter Agreement”) with Deerfield Management, pursuant to which the Company has agreed to not complete a Business Combination without the consent of Deerfield Management, which consent Deerfield Management has indicated it does not intend to provide if the Company’s proposed initial Business Combination is with a target that is not primarily engaged in the healthcare industry.

Related Party Transactions.

Related Party Transactions.	3 Months Ended
	Mar. 31, 2021
Related Party Transactions.
Related Party Transactions.	4. Related Party Transactions. Founder Shares On May 22, 2020, the Sponsor received 2,875,000 shares of Class B common stock (the “Founder Shares”) in exchange for a capital contribution of $25,000, or approximately $0.009 per share. On June 25, 2020, the Company effected 1:1.25 stock split of Class B common stock resulting in the Sponsor holding an aggregate of 3,593,750 Founder Shares. In June 2020, the Sponsor transferred 50,000 founder shares to each of Steven Hochberg, the Company’s Chief Executive Officer, Christopher Wolfe, the Company’s Chief Financial Officer, and Richard Barasch, the Company’s Executive Chairman, and 25,000 Founder Shares to each of Dr. Peter J. Fitzgerald, Dr. Linda Grais and Hon. Dr. David J. Shulkin, the Company’s independent director nominees, for the same per-share price initially paid by the Company’s Sponsor, resulting in the Sponsor holding 3,368,750 Founder Shares. The Founder Shares are identical to the shares of Class A common stock included in the Units being sold in the Initial Public Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. The initial stockholders collectively own 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. Of the 3,593,750 Founder Shares outstanding, up to 468,750 Founder Shares would have been forfeited by the initial stockholders depending on the exercise of the underwriters’ over-allotment option. The underwriters fully exercised their over-allotment option on July 21, 2020; thus, these shares were no longer subject to forfeiture. The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or earlier if, subsequent to the Company’s initial Business Combination, the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after the Company’s initial Business Combination, and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 2,916,667 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of approximately $4.4 million. Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering to be held in the Trust Account pending completion of the Company’s initial Business Combination. If the Company does not complete a Business Combination, then the proceeds will be part of the liquidating distribution to the Public Stockholders and the Warrants issued to the Sponsor will expire worthless. Sponsor Loan On May 22, 2020, the Sponsor agreed to loan the Company up to an aggregate of $200,000 pursuant to a promissory note (the “Note”) to cover expenses related to this Initial Public Offering. This loan was payable without interest on the earlier of December 31, 2020 or the completion of the Initial Public Offering. The Company received the $200,000 proceeds under the Note and repaid this Note in full on July 16, 2020. Administrative Services Agreement Commencing on the date that the Company’s securities are first listed on Nasdaq, the Company agreed to pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying such monthly fees. The Company incurred and paid $30,000 in these expenses in the three months ended March 31, 2021. Wolfe Strategic Services Agreement Commencing on the date that the Company’s securities are first listed on Nasdaq, the Company agreed to pay its Chief Financial Officer, Christopher Wolfe, $7,500 per month for his services prior to the initial Business Combination. The Company incurred and paid $22,500 in these expenses in the three months ended March 31, 2021. Working Capital Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (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 March 31, 2021 and December 31, 2020, the Company had no Working Capital Loans outstanding.

Commitments and Contingencies.

Commitments and Contingencies.	3 Months Ended
	Mar. 31, 2021
Commitments and Contingencies.
Commitments and Contingencies.	5. Commitments and Contingencies. Registration Rights The initial stockholders and holders of the Private Placement Warrants are entitled registration rights pursuant to a registration rights agreement entered into on July 21, 2020. The initial stockholders and holders of the Private Placement Warrants are entitled to make up to three demands, excluding short form registration demands, that the Company registers 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. In connection with the signing of the Business Combination Agreement, the Company entered into the Amended and Restated Registration Rights Agreement, which amended and restated in its entirety the existing registration rights agreement described above if the initial Business Combination is consummated. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 1,875,000 additional Units to cover any over-allotment, at the initial public offering price less the underwriting discounts and commissions. The warrants that would be issued in connection with the 1,875,000 over-allotment Units are identical to the public warrants and have no net cash settlement provisions. The underwriters fully exercised their over-allotment option on July 21, 2020. The Company paid an underwriting discount of 2.0% of the per Unit offering price, or approximately $2.5 million in the aggregate at the closing of the Initial Public Offering, and agreed to pay an additional fee (the "Deferred Underwriting Fees") of 3.5% of the gross offering proceeds, or approximately $4.4 million in the aggregate upon the Company's completion of an Initial Business Combination. The Deferred Underwriting Fees will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. With respect to the Affiliated Units, the underwriters received $0.10 per Unit paid upon the closing of the Initial Public Offering, and $0.175 per unit in the deferred underwriting commissions placed in the Trust Account. 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 unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Derivative Warrant Liabilities.

Derivative Warrant Liabilities.	3 Months Ended
	Mar. 31, 2021
Derivative Warrant Liabilities
Derivative Warrant Liabilities.	6. Derivative Warrant Liabilities. As of March 31, 2021 and December 31, 2020, the Company has 2,875,000 and 2,916,667 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a business combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Public Warrants on a cashless basis under certain circumstances). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a business combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrantholders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a business combination or earlier upon redemption or liquidation. The Public Warrants will have an exercise price of $11.50 per share 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 of Class A common stock 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 of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance including any transfer or reissuance of such shares) (such price, 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 Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, the $18.00 per share redemption trigger price described below under “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Redemption of Warrants when the price per share of Class A common stock equals or exceeds $18.00  —  The Company may call the Public Warrants for redemption: · 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 sales price of the Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within the 30‑trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00  —  The Company may also redeem the outstanding Public Warrants once they become exercisable: · 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 based on the redemption date and the “fair market value” of the Class A common stock; and · If, and only if, the last reported sale price of its Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30‑trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. The “fair market value” of the Company’s Class A common stock shall mean the average last reported sale price of its 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. Pursuant to the warrant agreement, references above to Class A common stock shall include a security other than 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 its initial business combination. No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. The Private Placement Warrants are identical to the Public Warrants, except that 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 days after the completion of the initial Business Combination and they will be non-redeemable so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers of the Private Placement Warrants or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Units being sold in the Initial Public Offering. If the Company does not 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.

Stockholders' Equity.

Stockholders' Equity.	3 Months Ended
	Mar. 31, 2021
Stockholders' Equity.
Stockholders' Equity.	7. Stockholder’s Equity. Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of March 31, 2021 and December 31, 2020, there were 14,375,000 shares of Class A common stock outstanding, including 11,628,162 and 10,697,997 shares of Class A common stock subject to possible redemption, respectively, which were classified as temporary equity in the accompanying condensed balance sheets. Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Company’s Class B common stock are entitled to one vote for each share. As of March 31, 2021 and December 31, 2020, there were 3,593,750 shares of Class B common stock outstanding with no shares subject to forfeiture. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis (as adjusted). In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Preferred stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of March 31, 2021 and December 31, 2020, there are no shares of preferred stock issued or outstanding.

Fair Value Measurements.

Fair Value Measurements.	3 Months Ended
	Mar. 31, 2021
Fair Value Measurements.
Fair Value Measurements.	8. Fair Value Measurements. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. March 31, 2021 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account $ 143,836,562 $ — $ — Derivative warrant liabilities -Public Warrants $ 6,641,250 $ — $ — Derivative warrant liabilities -Private Warrants $ — $ — $ 7,228,756 December 31, 2020 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account $ 248,988,147 $ — $ — Derivative warrant liabilities -Public Warrants $ 11,787,500 $ — $ — Derivative warrant liabilities -Private Warrants $ — $ — $ 12,976,648 The fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants since September 2020. For the three months ended March 31, 2021, the Company recognized a benefit to the unaudited condensed statement of operations resulting from a decrease in the fair value of liabilities of $10,894,142 presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed statement of operations. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for three months ended March 31, 2021. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: As of December 31, 2020 As of March 31, 2021 Exercise price $ 11.50 $ 11.50 Unit price $ 10.00 $ 13.10 Volatility 25.0 % 25.0 % Probability of completing a Business Combination 78.0 % 77.2 % Expected life of the options to convert 5.42 5.17 Risk-free rate 0.42 % 0.96 % Dividend yield % % The change in the fair value of the warrant liabilities for the three months ended March 31, 2021 is summarized as follows: Change in fair value of warrant liabilities Derivative warrant liabilities at December 31, 2020 $ 12,976,648 Change in fair value of derivative warrant liabilities (5,747,982) Derivative warrant liabilities at March 31, 2021 $ 7,228,756

Subsequent Events.

Subsequent Events.	3 Months Ended
	Mar. 31, 2021
Subsequent Events.
Subsequent Events.	9. Subsequent Events. Management has evaluated subsequent events and transactions that occurred after the unaudited condensed balance sheet date, up to the date the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2021
Significant Accounting Policies.
Use of Estimates	Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation limit 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.
Investments Held in Trust Account	Investments Held in 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 condensed balance sheets 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 interest income from investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account were determined using available market information.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents in its operating account as of March 31, 2021 and December 31, 2020.
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; and · 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 March 31, 2021, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and franchise 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 money market funds that comprise only U.S. Treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets.
Derivative Warrant Liabilities	Derivative 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 5,791,667 common stock warrants issued in connection with its Initial Public Offering (2,875,000) and Private Placement (2,916,667) 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 unaudited condensed statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees, and other costs incurred that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 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 feature certain redemption rights that are considered to be outside of the Company's control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021 and December 31, 2020, 11,628,162 and 10,697,997 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 condensed balance sheets, respectively.
Net Income Per Share	Net Income Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share." Net income per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Share settlement of the Company's warrants to purchase an aggregate of 5,791,667 shares of Class A common stock at a price of $11.50 was presumed for the calculation of diluted earnings per share because it is more dilutive than the cash settlement alternative. Under this assumption, the contract is settled in common shares, and the effect of the liability classification (change in fair value of derivative warrant liability is reversed as a numerator adjustment). Potentially dilutive weighted average shares of 1,071,315 are included in the denominator. The Company's unaudited condensed statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income (loss) per share. Net income per share, basic and diluted for Class A common stock is calculated by dividing the investment income earned on the Trust Account, net of applicable income and franchise taxes and available working capital allowance which resulted in $0 for the three months ended March 31, 2021. Net income per share, basic and diluted for Class B common stock, for the three months ended March 31, 2021, is calculated by dividing the net income of $9,301,650, adding back the change in the fair value of the derivative warrant liabilities of $10,894,142, for a net loss of $1,592,492, less the income attributable to Class A common stock of $0, by the weighted average number of shares of Class B common stock outstanding for the period and the potentially dilutive shares from the assuming exercise of nonredeemable warrants.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, "Income Taxes." Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed 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. As of March 31, 2021, the Company had a deferred tax asset of approximately $334,000, which had a full valuation allowance recorded against it. 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. There were no unrecognized tax benefits as of March 31, 2021 and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standard Update (the "ASU") No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company's management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements.

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2021
Fair Value Measurements.
Schedule of financial assets that are measured at fair value on a recurring basis	March 31, 2021 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account $ 143,836,562 $ — $ — Derivative warrant liabilities -Public Warrants $ 6,641,250 $ — $ — Derivative warrant liabilities -Private Warrants $ — $ — $ 7,228,756 December 31, 2020 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account $ 248,988,147 $ — $ — Derivative warrant liabilities -Public Warrants $ 11,787,500 $ — $ — Derivative warrant liabilities -Private Warrants $ — $ — $ 12,976,648
Schedule of quantitative information regarding Level 3 fair value measurements inputs	As of December 31, 2020 As of March 31, 2021 Exercise price $ 11.50 $ 11.50 Unit price $ 10.00 $ 13.10 Volatility 25.0 % 25.0 % Probability of completing a Business Combination 78.0 % 77.2 % Expected life of the options to convert 5.42 5.17 Risk-free rate 0.42 % 0.96 % Dividend yield % %
Schedule of change in the fair value of the warrant liabilities	Derivative warrant liabilities at December 31, 2020 $ 12,976,648 Change in fair value of derivative warrant liabilities (5,747,982) Derivative warrant liabilities at March 31, 2021 $ 7,228,756

Organization, Business Operat_2

Organization, Business Operations and Basis of Presentation - Financing (Details) - USD ($) $ / shares in Units, $ in Millions	Jul. 21, 2020	Mar. 31, 2021
Initial Public Offering
Share price		$ 10
Public Offering
Initial Public Offering
Number of shares issued	14,375,000
Share price	$ 10
Proceeds from issuance of shares	$ 143.8
Offering costs	7.5
Deferred underwriting commissions	$ 4.4
Private Placement
Initial Public Offering
Number of warrants to purchase shares issued (in shares)	2,916,667	2,916,667
Price of warrants	$ 1.50
Proceeds from issuance of warrants	$ 4.4	$ 4.4
Over-allotment
Initial Public Offering
Number of shares issued	1,875,000

Organization, Business Operat_3

Organization, Business Operations and Basis of Presentation - Trust Account (Details)	3 Months Ended
	Mar. 31, 2021USD ($)$ / shares
Organization, Business Operations and Basis of Presentation.
Principal deposited in Trust Account	$ 143,800,000
Obligation to redeem Percentage of Common Stock With Respect To Any Other Material Provision Relating To Stockholders' Rights Or Pre-Initial Business Combination Activity	100.00%
Redemption of common stock included in the units sold in public offering (as a percent)	100.00%
Threshold period from closing of public offering the company is obligated to complete business combination	24 months
Cash equal to pro rata share calculated based on business days prior to consummation of business combination (in days)	2 days
Cash equal to pro rata share calculated based on business days prior to consummation of tender offer (in days)	2 days
Minimum net tangible assets upon consummation of the Company's initial Business Combination and after payment of underwriters fees and commissions	$ 5,000,001
Share price | $ / shares	$ 10
Maximum net interest to pay dissolution expenses	$ 500,000
Minimum net interest to pay dissolution expenses	$ 100,000

Organization, Business Operat_4

Organization, Business Operations and Basis of Presentation - Proposed Business Combination (Details)	Dec. 18, 2020USD ($)D$ / sharesshares	Jul. 16, 2020shares	Mar. 31, 2021USD ($)D$ / sharesshares
Business Acquisition [Line Items]
Minimum net tangible assets | $			$ 5,000,001
Price per share | $ / shares			$ 10
Class A common stock | Second Earnout Period
Business Acquisition [Line Items]
Earnout period (in months)			24 months
CareMax | Class A common stock | First Earnout Period
Business Acquisition [Line Items]
Earnout shares, Share Price Trigger | $ / shares			$ 12.50
Proposed Business Combination
Business Acquisition [Line Items]
Maximum amount of cash available to the Company in the aggregate, including amounts held in the Trust Account | $			$ 50,000,000
Minimum net tangible assets | $			5,000,001
Proposed Business Combination | CareMax
Business Acquisition [Line Items]
Equity interest acquired (as a percent)	100.00%
Cash consideration, Base amount used for calculation | $	$ 364,000,000
Cash consideration, multiplying factor used for determination (as a percent)	68.00%
Adjustment Escrow Amounts | $			$ 500,000
Adjustment Escrow Amounts in cash (as a percent)			68.00%
Proposed Business Combination | CareMax | First Earnout Period
Business Acquisition [Line Items]
Earnout shares issuable (in shares) | shares			1,750,000
Proposed Business Combination | CareMax | Second Earnout Period
Business Acquisition [Line Items]
Earnout shares issuable (in shares) | shares			1,750,000
Proposed Business Combination | CareMax | Class A common stock
Business Acquisition [Line Items]
Consideration in shares, Base amount used for calculation | $	$ 364,000,000
Consideration in shares, multiplying factor used for determination (as a percent)	32.00%
Reference price (in dollars per share) | $ / shares	$ 10
Adjustment Escrow Amounts in shares (as a percent)			32.00%
Authorized earnout shares (in shares) | shares			3,500,000
Proposed Business Combination | CareMax | Class A common stock | Second Earnout Period
Business Acquisition [Line Items]
Earnout shares, Share Price Trigger | $ / shares			$ 15
Proposed Business Combination | CareMax | Class A common stock | If the $12.50 Share Price Trigger is not satisfied but the $15.00 Share Price Trigger is satisfied
Business Acquisition [Line Items]
Shares issued (in share) | shares			3,500,000
Proposed Business Combination | IMC
Business Acquisition [Line Items]
Equity interest acquired (as a percent)	100.00%
Cash consideration, Base amount used for calculation | $	$ 250,000,000
Cash consideration, multiplying factor used for determination (as a percent)	45.00%
Adjustment Escrow Amounts | $			$ 1,000,000
Adjustment Escrow Amounts in cash (as a percent)			45.00%
Proposed Business Combination | IMC | First Earnout Period
Business Acquisition [Line Items]
Earnout shares issuable (in shares) | shares			1,450,000
Proposed Business Combination | IMC | Second Earnout Period
Business Acquisition [Line Items]
Earnout shares issuable (in shares) | shares			1,450,000
Proposed Business Combination | IMC | Class A common stock
Business Acquisition [Line Items]
Consideration in shares, Base amount used for calculation | $	$ 250,000,000
Consideration in shares, multiplying factor used for determination (as a percent)	55.00%
Reference price (in dollars per share) | $ / shares	$ 10
Adjustment Escrow Amounts in shares (as a percent)			55.00%
Authorized earnout shares (in shares) | shares			2,900,000
Earnout period (in months)			12 months
Proposed Business Combination | IMC | Class A common stock | First Earnout Period
Business Acquisition [Line Items]
Earnout shares, Share Price Trigger | $ / shares			$ 12.50
Earnout shares, threshold trading days | D			20
Earnout shares, threshold trading period			30 days
Proposed Business Combination | IMC | Class A common stock | Second Earnout Period
Business Acquisition [Line Items]
Earnout shares, Share Price Trigger | $ / shares			$ 15
Earnout shares, threshold trading days | D			20
Earnout shares, threshold trading period			30 days
Proposed Business Combination | IMC | Class A common stock | If the $12.50 Share Price Trigger is not satisfied but the $15.00 Share Price Trigger is satisfied
Business Acquisition [Line Items]
Shares issued (in share) | shares			2,900,000
Lock-up Agreement | Class A common stock
Business Acquisition [Line Items]
Lock-up period, one	6 months
Lock-up period, two	9 months
Lock-up period, three	12 months
Share price trigger to not transfer the Company's common stock | $ / shares	$ 12.50
Threshold trading day period to not transfer the Company's common stock	30 days
Threshold Minimum Calendar Days after Closing Of Business Combination To Not Transfer Company's Common Stock | D	150
Subscription Agreements | Class A common stock
Business Acquisition [Line Items]
Number of shares agreed to be issued | shares	30,500,000
Price per share | $ / shares	$ 10
Aggregate purchase price | $	$ 305,000,000
Deerfield Subscription Agreements | Class A common stock
Business Acquisition [Line Items]
Number of shares agreed to be issued | shares	10,000,000
Price per share | $ / shares	$ 0.10
Aggregate purchase price | $	$ 100,000,000
Consent and Waiver Letter | Class A common stock | Minimum
Business Acquisition [Line Items]
Number of shares issued upon conversion of Class B Common Stock | shares		1

Organization, Business Operat_5

Organization, Business Operations and Basis of Presentation - Liquidity (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Operating bank account	$ 390,000
Working capital deficit	4,300,000
Tax obligations	49,365	$ 129,913
Interest income from investments held in Trust Account	19,686
Contribution from sponsor	25,000
Note from sponsor	200,000
Working Capital Loans
Amounts outstanding under any Working Capital Loan	$ 0
Price of warrants (in dollars per share)	$ 1.50
Maximum | Working Capital Loans
Loans convertible into warrants	$ 1,500,000

Significant Accounting Polici_3

Significant Accounting Policies - Concentration of Credit Risk, Cash and Cash Equivalents, Deferred Offering Costs Associated with the Initial Public Offering (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Summary of Significant Accounting Policies [Line Items]
Cash, FDIC Insured Amount	$ 250,000
Cash equivalents	$ 0	$ 0
Shares settlement of warrants to purchase	5,791,667
Class A common stock subject to possible redemption
Summary of Significant Accounting Policies [Line Items]
Common stock subject to possible redemption, shares	11,628,162	10,697,997
U.S. Treasury Bills maturing January 21, 2021
Summary of Significant Accounting Policies [Line Items]
Maximum maturity term of investments	185 days

Summary of Significant Accounti

Summary of Significant Accounting Policies - Derivative Warrant Liabilities (Details)	3 Months Ended
	Mar. 31, 2021shares
Redeemable warrants
Class of Warrant or Right [Line Items]
Number of warrants issued	5,791,667
Public warrants
Class of Warrant or Right [Line Items]
Number of warrants issued	2,875,000
Private Placement Warrants
Class of Warrant or Right [Line Items]
Number of warrants issued	2,916,667

Significant Accounting Polici_4

Significant Accounting Policies - Net Loss Per Share (Details)	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Net Loss Per Share
Shares settlement of warrants to purchase | shares	5,791,667
Price per share | $ / shares	$ 10
Potentially dilutive weighted average share | shares	1,071,315
Net Income (Loss)	$ 9,301,650
Fair value adjustment on derivative warrant liabilities	$ 10,894,142
Common Stock
Net Loss Per Share
Price per share | $ / shares	$ 11.50
Class A common stock
Net Loss Per Share
Net Income (Loss)	$ 0
Class B common stock
Net Loss Per Share
Net Income (Loss)	9,301,650
Net loss after distributed earnings	$ 0

Summary of Significant Accoun_2

Summary of Significant Accounting Policies - Income Taxes (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Significant Accounting Policies.
Deferred tax asset	$ 334,000
Unrecognized tax benefits	0	$ 0
Amounts accrued for the payment of interest and penalties	0
Income tax expense	$ 0
Effective tax rate	0.00%

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions	Jul. 21, 2020	Mar. 31, 2021	Dec. 31, 2020
Initial Public Offering
Price per share		$ 10
Class A common stock
Initial Public Offering
Number of shares in a unit		1
Common stock, par value		$ 0.0001	$ 0.0001
Number of warrants in a unit		0.20
Number of shares issuable per warrant		1
Exercise price of warrants (in dollars per share)		$ 11.50
Public Offering
Initial Public Offering
Sale of units in initial public offering, gross (in shares)	14,375,000
Price per share	$ 10
Proceeds from issuance of shares	$ 143.8
Offering costs	7.5
Deferred underwriting commissions in connection with the initial public offering	$ 4.4
Public Offering | Deerfield Funds
Initial Public Offering
Sale of units in initial public offering, gross (in shares)		3,360,000
Over-allotment
Initial Public Offering
Sale of units in initial public offering, gross (in shares)	1,875,000

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)	Jul. 21, 2020shares	Jun. 25, 2020shares	May 22, 2020USD ($)$ / sharesshares	Jun. 30, 2020shares	Mar. 31, 2021$ / sharesshares	Dec. 31, 2020shares
Related Party Transactions
Percentage owned by initial stockholders after the IPO	20.00%
Class B common stock
Related Party Transactions
Total number of shares after stock split (in shares)					3,593,750
Number of shares subject to forfeiture (in shares)	468,750				0	0
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination					1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares					$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination					20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination					30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences					150 days
Class B common stock | Sponsor
Related Party Transactions
Number of shares issued (in shares)			2,875,000
Capital contribution | $			$ 25,000
Capital contribution (in dollars per share) | $ / shares			$ 0.009
Stock split		1.25
Number of shares held (in shares)			3,368,750
Number of shares held after stock split (in shares)		3,593,750
Class B common stock | Sponsor | Steven Hochberg
Related Party Transactions
Number of shares transferred (in shares)				50,000
Class B common stock | Sponsor | Christopher Wolfe
Related Party Transactions
Number of shares transferred (in shares)				50,000
Class B common stock | Sponsor | Richard Barasch
Related Party Transactions
Number of shares transferred (in shares)				50,000
Class B common stock | Sponsor | Dr. Peter J. Fitzgerald
Related Party Transactions
Number of shares transferred (in shares)				25,000
Class B common stock | Sponsor | Dr. Linda Grais
Related Party Transactions
Number of shares transferred (in shares)				25,000
Class B common stock | Sponsor | Hon. Dr. David J. Shulkin
Related Party Transactions
Number of shares transferred (in shares)				25,000

Related Party Transactions - Pr

Related Party Transactions - Private Placement Warrants (Details) - USD ($) $ / shares in Units, $ in Millions	Jul. 21, 2020	Mar. 31, 2021
Class A common stock
Related Party Transactions
Number of shares issuable per warrant (in shares)		1
Exercise price of warrants (in dollars per share)		$ 11.50
Private Placement
Related Party Transactions
Number of warrants to purchase shares issued (in shares)	2,916,667	2,916,667
Price of warrants (in dollars per share)		$ 1.50
Proceeds from issuance of warrants	$ 4.4	$ 4.4
Private Placement | Class A common stock
Related Party Transactions
Number of shares issuable per warrant (in shares)		1
Exercise price of warrants (in dollars per share)		$ 11.50

Related Party Transactions - Ot

Related Party Transactions - Other Transactions (Details) - USD ($)	May 22, 2020	Mar. 31, 2021	Dec. 31, 2020
Related Party Transactions
Total expenses incurred		$ 52,500
Sponsor Loans
Related Party Transactions
Proceeds from note payable to related party		200,000
Sponsor Loans | Maximum
Related Party Transactions
Amounts of transaction	$ 200,000
Administrative Services Agreement
Related Party Transactions
Expenses per month		10,000
Total expenses incurred		30,000
Wolfe Strategic Services Agreement
Related Party Transactions
Expenses per month		7,500
Total expenses incurred		22,500
Working Capital Loans
Related Party Transactions
Proceeds from note payable to related party		$ 0	$ 0
Price of warrants (in dollars per share)		$ 1.50
Working Capital Loans | Maximum
Related Party Transactions
Loans convertible into warrants		$ 1,500,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	Jul. 21, 2020	Mar. 31, 2021	Dec. 31, 2020
Commitments and Contingencies
Underwriting discount (as a percent)		2.00%
Underwriting discount paid		$ 2,500,000
Deferred underwriting fees (as a percent)		3.50%
Deferred underwriting fees		$ 4,443,250	$ 4,443,250
Underwriting Discount Per Unit		$ 0.10
Deferred underwriting commissions per unit (in dollars per share)		$ 0.175
Over-allotment
Commitments and Contingencies
Overallotment option period	45 days
Units Issued During Period, Shares, New Issues	1,875,000

Derivative Warrant Liabilities

Derivative Warrant Liabilities (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2021D$ / sharesshares	Dec. 31, 2020shares
Warrants
Price per share	$ 10
Public warrants
Warrants
Number of warrants, outstanding | shares	2,875,000	2,875,000
Public Warrants exercisable term after the completion of a business combination	30 days
Public Warrants exercisable term from the closing of the public offering	12 months
Threshold maximum period for filing registration statement after business combination	15 days
Public Warrants expiration term	5 years
Issue price per share	$ 9.20
Percentage of gross proceeds on total equity proceeds	60.00%
Trading days determining volume weighted average price	20 days
Adjustment of exercise price of warrants based on market value (as a percent)	115.00%
Price per share	$ 11.50
Number of trading days on which fair market value of shares is reported | D	10
Public warrants | Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00
Warrants
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants	30 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Public warrants | Redemption of Warrants when price per share of Class A common stock equals or exceeds $10.00
Warrants
Redemption price per public warrant (in dollars per share)	$ 0.10
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants	30 days
Adjustment of redemption price of stock based on market value (as a percent)	180.00%
Stock price trigger for redemption of public warrants (in dollars per share)	$ 10
Private Placement Warrants
Warrants
Number of warrants, outstanding | shares	2,916,667	2,916,667
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days

Stockholders' Equity - Common S

Stockholders' Equity - Common Stock (Details) - USD ($)	Jul. 21, 2020	Mar. 31, 2021	Dec. 31, 2020
Common Stock
Temporary Equity, Carrying Amount, Attributable to Parent		$ 116,281,625	$ 106,979,970
Class A common stock
Common Stock
Common shares, shares authorized (in shares)		100,000,000	100,000,000
Common shares, par value (in dollars per share)		$ 0.0001	$ 0.0001
Common Stock, Shares, Outstanding		2,746,838	3,677,003
Common shares, outstanding including shares subject to possible redemption		14,375,000	14,375,000
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares		20.00%
Class A common stock subject to possible redemption
Common Stock
Temporary Equity, Carrying Amount, Attributable to Parent		$ 11,628,162	$ 10,697,997
Class B common stock
Common Stock
Common shares, shares authorized (in shares)		10,000,000	10,000,000
Common shares, par value (in dollars per share)		$ 0.0001	$ 0.0001
Common Stock, Shares, Outstanding		3,593,750	3,593,750
Common shares, votes per share		$ 1
Number of shares subject to forfeiture (in shares)	468,750	0	0
Number of Class A common stock issued upon conversion of each share (in shares)		1

Stockholders' Equity - Preferre

Stockholders' Equity - Preferred Stock (Details) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Stockholders' Equity.
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred shares, par value	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Liabilities:
Derivative warrant liabilities	$ 13,870,006	$ 24,764,148
Measured on a recurring basis
Liabilities:
Fair value assets level 1 to level 2 transfers	0
Fair value assets level 2 to level 1 transfers	0
Fair value assets transferred into (out of) level 3	0
Measured on a recurring basis | Level 1 | Public warrants
Liabilities:
Derivative warrant liabilities	6,641,250	11,787,500
Measured on a recurring basis | Level 3 | Private Warrants
Liabilities:
Derivative warrant liabilities	$ 7,228,756	$ 12,976,648

Fair Value Measurements - Level

Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) - Level 3	Mar. 31, 2021Y	Dec. 31, 2020Y
Exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	11.50	11.50
Unit price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	13.10	10
Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	25	25
Probability of completing a Business Combination
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	77.2	78
Expected life of the options to convert
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	5.17	5.42
Risk-free rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	0.96	0.42
Dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	0	0

Fair Value Measurements - Chang

Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - Level 3	3 Months Ended
	Mar. 31, 2021USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative warrant liabilities at December 31, 2020	$ 12,976,648
Change in fair value of derivative warrant liabilities	(5,747,982)
Derivative warrant liabilities at March 31, 2021	$ 7,228,756