Astra Space Inc - Ordinary Shares (ASTR) S-4 3 May 21 Registration of securities issued in business combination transactions Financial data

Document And Entity Information

Document And Entity Information	7 Months Ended
	Dec. 31, 2020
Document Information Line Items
Entity Registrant Name	Holicity Inc.
Document Type	S-4
Amendment Flag	false
Entity Central Index Key	0001814329
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE

Balance Sheet

Balance Sheet	Dec. 31, 2020USD ($)
Current assets:
Cash	$ 990,428
Prepaid expenses	209,654
Total current assets	1,200,082
Marketable securities held in trust account	300,046,957
Total Assets	301,247,039
Current liabilities:
Accrued expenses	145,105
Franchise tax payable	116,667
Total current liabilities	261,772
Warrant liabilities	27,253,333
Deferred underwriting fee payable	10,500,000
Total Liabilities	38,015,105
Commitments and Contingencies
Class A common stock subject to possible redemption, 25,823,193 shares at $10.00 per share	258,231,930
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	12,341,109
Accumulated deficit	(7,342,273)
Total Stockholders’ Equity	5,000,004
Total Liabilities and Stockholders’ Equity	301,247,039
Class A Common Stock
Stockholders’ Equity:
Common stock value	418
Total Stockholders’ Equity	418
Class B common stock
Stockholders’ Equity:
Common stock value	750
Total Stockholders’ Equity	$ 750

Balance Sheet (Parentheticals)

Balance Sheet (Parentheticals)	Dec. 31, 2020$ / sharesshares
Preferred stock par value (in Dollars per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Subject to possible redemption, share	25,823,193
Subject to possible redemption, per share redemption value (in Dollars per share) | $ / shares	$ 10
Common stock par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	200,000,000
Common stock, shares issued	4,176,807
Common stock, shares outstanding	4,176,807
Class B Common Stock
Common stock par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	20,000,000
Common stock, shares issued	7,500,000
Common stock, shares outstanding	7,500,000

Statement of Operations

Statement of Operations	7 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
General and administrative expenses	$ 585,451
Franchise tax expense	116,667
Loss from operations	(702,118)
Other income (expense), net:
Interest earned on marketable securities held in Trust Account	46,957
Warrant offering costs	(747,112)
Change in fair value of warrant liabilities	(5,940,000)
Other expense, net	(6,640,155)
Loss before provision for income taxes	(7,342,273)
Provision for income taxes
Net loss	$ (7,342,273)
Class A Common Stock
Other income (expense), net:
Weighted average shares outstanding of common stock (in Shares) | shares	30,000,000
Basic and diluted net income/loss per share (in Dollars per share) | $ / shares
Class B Common Stock
Other income (expense), net:
Weighted average shares outstanding of common stock (in Shares) | shares	7,500,000
Basic and diluted net income/loss per share (in Dollars per share) | $ / shares	$ (0.98)

Statement of Changes in Stockho

Statement of Changes in Stockholders’ Equity - USD ($)		Class A Common Stock	Class B Common Stock	Additional Paid in Capital	Accumulated Deficit	Total
Beginning balance at Jun. 01, 2020
Beginning balance (in Shares) at Jun. 01, 2020
Beginning balance at Jun. 01, 2020
Beginning balance (in Shares) at Jun. 01, 2020
Issuance of Class B common stock to Pendrell			$ 791	24,209		25,000
Issuance of Class B common stock to Pendrell (in Shares)			7,906,250
Forfeiture of Class B common stock	[1]		$ (41)	41
Forfeiture of Class B common stock (in Shares)	[1]		(406,250)
Sale of 30,000,000 Units, net of underwriting discount, offering expenses and fair value of warrants		$ 3,000		270,546,207		270,549,207
Sale of 30,000,000 Units, net of underwriting discount, offering expenses and fair value of warrants (in Shares)		30,000,000
Common stock subject to possible redemption		$ (2,582)		(258,229,348)		(258,231,930)
Common stock subject to possible redemption (in Shares)		(25,823,193)
Net loss					(7,342,273)	(7,342,273)
Ending balance at Dec. 31, 2020		$ 418	$ 750	$ 12,341,109	$ (7,342,273)	$ 5,000,004
Ending balance (in Shares) at Dec. 31, 2020		4,176,807	7,500,000
[1]	Shares forfeited as a result of the partial exercise of the underwriters’ Over-Allotment Option so that the Founder Shares represent 20.0% of the Company’s issued and outstanding shares. The shares forfeited have been cancelled by the Company (see Note 4).

Statement of Changes in Stock_2

Statement of Changes in Stockholders’ Equity (Parentheticals)	7 Months Ended
	Dec. 31, 2020shares
Class A Common Stock
Net of underwriting discount and offering expenses	30,000,000

Statement of Cash Flows

Statement of Cash Flows	7 Months Ended
	Dec. 31, 2020USD ($)
Cash Flows from Operating Activities:
Net loss	$ (7,342,273)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(46,957)
Deferred warrant offering costs	458,500
Change in fair value of warrant liabilities	5,940,000
Formation costs paid by Sponsor	3,581
Prepaid expenses	(185,104)
Accrued expenses	75,105
Franchise tax payable	116,667
Net cash used in operating activities	(980,481)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(300,000,000)
Net cash used in investing activities	(300,000,000)
Cash Flows from Financing Activities
Proceeds from sale of Units, net of underwriting discounts paid	294,262,000
Proceeds from sale of Private Placement Warrants	8,000,000
Repayment of promissory note – related party	(157,089)
Payment of offering costs	(134,002)
Net cash provided by financing activities	301,970,909
Net Change in Cash	990,428
Cash – Beginning of period
Cash – End of period	990,428
Non-Cash investing and financing activities:
Initial classification of common stock subject to possible redemption	258,231,930
Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities	21,313,333
Deferred underwriting fee payable	10,500,000
Offering costs paid directly by Pendrell in exchange for issuance of Class B common stock	25,000
Payment of offering costs through promissory note – related party	$ 128,958

Description of Organization and

Description of Organization and Business Operations	7 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Holicity Inc. (the “Company”) was incorporated in Delaware on June 2, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to initially focus its search on identifying a prospective target business in the technology, media and telecommunications (“TMT”) industries in the United States and other developed countries. The Company’s sponsor is X-icity Holdings Corporation (formerly Pendrell Holicity Holdings Corporation), a Washington corporation (the “sponsor”). On February 2, 2021, the Company entered into a business combination agreement by and among the Company, Holicity Merger Sub Inc., a wholly-owned subsidiary of the Company (“Merger Sub”), and Astra Space, Inc. (“Astra”) (as it may be amended and/or restated from time to time, the “Business Combination Agreement”). If the Business Combination Agreement is approved by the Company’s and Astra’s stockholders, and the transactions contemplated by the Business Combination Agreement are consummated, Merger Sub will merge with and into Astra with Astra surviving the merger as a wholly-owned subsidiary of the Company (the “Astra Merger”). In addition, in connection with the consummation of the Astra Merger (the “Closing”), the Company will be renamed “Astra Space, Inc.” and is referred to herein as “New Astra” as of the time following such change of name. For more detailed information regarding the Astra Merger, see Note 11. The Sponsor intends to finance the Astra Merger in part with net proceeds from the initial public offering discussed below (see also Notes 4 and 5). Should the Astra Merger not be successful, the Company will continue to search for another business combination. All activity for the period from June 2, 2020 (inception) through December 31, 2020 relates to the Company’s formation, its Initial Public Offering (as defined below), and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds of the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on August 4, 2020. On August 7, 2020, the Company consummated the Initial Public Offering of 27,500,000 units (the “Units” and the shares of Class A common stock included in the Units, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $275.0 million. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the sponsor, each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $7.5 million. On August 11, 2020, the underwriters purchased 2,500,000 in a partial exercise of their option to purchase additional Units (the “Over-Allotment Units”) to cover over-allotments (the “Over-Allotment Option”). The Over-Allotment Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $25.0 million. Simultaneously with the sale of the Over-Allotment Units, the Company consummated a private sale (the “Over-Allotment Private Placement”) of an additional 333,333 Private Placement Warrants to the sponsor, at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds of approximately $0.5 million. Transaction costs amounted to $16.9 million, consisting of $6.0 million of underwriting fees, $10.5 million of deferred underwriting fees and $0.4 million of other offering costs. At December 31, 2020, cash of approximately $1.0 million was held outside of the Trust Account (as defined below) and is available for working capital purposes. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined above) (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company will provide holders of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share, sold in the Initial Public Offering (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares (as defined below) upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). These Public Shares will be recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Company’s Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until August 7, 2022 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less amounts released to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete a Business Combination within the 24- month time period. The initial stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Summary of Significant Accounti

Summary of Significant Accounting Policies	7 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 statements declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from the Company’s estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Monte Carlo simulation approach (see Note 10). Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, there are 25,823,193 shares of Class A common stock subject to possible redemption presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering date that are directly related to the Initial Public Offering. Offering costs amounted to $16.9 million of which $0.7 million were allocated to the warrant liabilities and expensed immediately and $16.2 million were charged to stockholders’ equity upon the completion of the Initial Public Offering and the partial exercise of the Over-Allotment Option. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company’s currently taxable income primarily consists of interest income on the Trust Account less any franchise taxes. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the period from June 2, 2020 (inception) through December 31, 2020, the Company recorded no income tax expense. The Company’s effective tax rate for the period from June 2, 2020 (inception) through December 31, 2020 was 0%, which differs from the expected income tax rate due to the Company recording a full valuation allowance on its deferred tax assets as of December 31, 2020. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements 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 December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and the Private Placement to purchase 15,333,333 shares of Class A common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income per share for common shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income (loss) per common share, basic and diluted, for Class A common stock is calculated by dividing the interest income earned on the Trust Account of $46,957 for the period from June 2, 2020 (inception) through December 31, 2020 (net of applicable franchise and income taxes of approximately $47,000), by the weighted average number of Class A common stock for the period. Net loss per common share, basic and diluted, for Class B common stock is calculated by dividing the net loss, less income attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the period. Class B common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the period from December 31, Class A Common Stock Numerator: Earnings allocable to Class A common stock Interest income $ 46,957 Income and franchise tax (46,957 ) Net Income $ — Denominator: Weighted average Class A common stock Class A common stock, basic and diluted 30,000,000 Earnings per share/basic and diluted Class A common stock $ 0.00 Class B Common Stock Numerator: Net loss less Class A common stock net income Net loss $ (7,342,273 ) Class A common stock net income — Net loss $ (7,342,273 ) Denominator: Weighted average Class B common stock Class B common stock, basic and diluted 7,500,000 Loss per share/basic and diluted Class B common stock $ (0.98 ) Note: for the period from June 2, 2020 (inception) through December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s common stockholders. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Company Coverage of $250,000. At December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Restatement Of Previously Issue

Restatement Of Previously Issued Financial Statements	7 Months Ended
	Dec. 31, 2020
Accounting Changes and Error Corrections [Abstract]
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	NOTE 3. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Background of the Restatement In April 2021, the Company concluded that, because of a misapplication of the accounting guidance related to the Public Warrants (as defined below) and the Private Placement Warrants that the Company issued in August 2020, the Company’s previously issued financial statements for the periods ended September 30, 2020 and December 31, 2020 should no longer be relied upon. As such, the Company is restating its financial statements for the such periods including in this Annual Report. On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance in August 2020, the Company’s warrants were accounted for as equity within the Company’s previously reported balance sheets, and after discussion and evaluation, including with the Company’s independent auditors, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement. Historically, the Company’s warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non-cash changes in estimated fair value of the warrants, based on our application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40”). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. The Company reassessed its accounting for the warrants issued in August 2020 in light of the SEC Staff’s published views. Based on this reassessment, management determined that the warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company’s Statement of Operations for each reporting period. Further, a portion of the offering costs previously included in equity, and now attributed to the warrant liabilities, have been reclassified as an expense. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued Financial Statements for the periods ended December 31, 2020, September 30, 2020 and its balance sheet as of August 7, 2020 (the “Affected Periods”) should be restated because of a misapplication of the guidance with respect to accounting for certain of the Company’s outstanding warrants and should no longer be relied upon. The Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses, cash flows or cash. Effects of the Restatement The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the period, indicated: As Previously Reported Adjustments As Restated Balance Sheet as of August 7, 2020 Warrant liabilities $ - $ 21,313,333 $ 21,313,333 Total liabilities 9,830,277 21,313,333 31,143,610 Class A common stock subject to possible redemption 262,053,310 (21,313,330 ) 240,739,980 Class A common stock 129 464 593 Additional paid-in capital 5,002,671 746,645 5,749,316 Accumulated deficit (3,581 ) (747,112 ) (750,693 ) Total Stockholders’ Equity 5,000,010 (3 ) 5,000,007 Balance Sheet as of December 31, 2020 Warrant liabilities $ - $ 27,253,333 $ 27,253,333 Total liabilities 10,761,772 27,253,333 38,015,105 Class A common stock subject to possible redemption 285,485,260 (27,253,330 ) 258,231,930 Class A common stock 145 273 418 Additional paid-in capital 5,654,273 6,686,836 12,341,109 Accumulated deficit (655,161 ) (6,687,112 ) (7,342,273 ) Total Stockholders’ Equity 5,000,007 (3 ) 5,000,004 Statement of Operations for the period from June 2, 2020 (Inception) through December 31, 2020 Warrant offering costs $ - $ (747,112 ) $ (747,112 ) Change in fair value of warrant liabilities - (5,940,000 ) (5,940,000 ) Other expense, net 46,957 (6,687,112 ) (6,640,155 ) Loss before provision for income taxes (655,161 ) (6,687,112 ) (7,342,273 ) Net loss (655,161 ) (6,687,117 ) (7,342,273 ) Basic and diluted loss per share, Class B common stock (0.09 ) (0.89 ) (0.98 ) Statement of Cash Flows for the period from June 2, 2020 (Inception) through December 31, 2020 Cash Flows from Operating Activities: Net loss $ (655,161 ) $ (6,687,112 ) $ (7,342,273 ) Adjustments to reconcile net loss to net cash used in operating activities Deferred warrant offering costs - 458,500 458,500 Change in fair value of warrant liabilities - 5,940,000 5,940,000 Net cash used in operating activities (691,869 ) (288,612 ) (980,481 ) Proceeds from sale of Units, net of underwriting discounts paid 294,000,000 262,000 294,262,000 Payment of offering costs (160,614 ) 26,612 (134,002 ) Net cash provided by financing activities 301,682,297 288,612 301,970,909 Non-Cash Investing and Financing Activities: Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities - 21,313,333 21,313,333 The following tables set forth the effects of the restatement on the affected line items within our previously reported unaudited condensed financial statements. As Previously Reported Adjustments As Restated Condensed Balance Sheet as of September 30, 2020 Warrant liabilities $ - $ 24,546,666 $ 24,546,666 Total liabilities 10,640,289 24,546,666 35,186,955 Class A common stock subject to possible redemption 285,990,770 (24,546,670 ) 261,444,100 Class A common stock 140 246 386 Additional paid-in capital 5,148,768 3,980,203 9,128,971 Accumulated deficit (149,656 ) (3,980,445 ) (4,130,101 ) Total Stockholders’ Equity 5,000,002 4 5,000,006 Condensed Statement of Operations for the period from June 2, 2020 (inception) through September 30, 2020 Warrant offering costs $ - $ (747,112 ) $ (747,112 ) Change in fair value of warrant liabilities - (3,233,333 ) (3,233,333 ) Other expense, net 7,109 (3,980,445 ) (3,973,336 ) Loss before provision for income taxes (149,656 ) (3,980,445 ) (4,130,101 ) Net loss (149,656 ) (3,980,445 ) (4,130,101 ) Basic and diluted loss per share, Class B (0.02 ) (0.53 ) (0.55 ) Condensed Statement of Operations for the three months ended September 30, 2020 Warrant offering costs $ - $ (747,112 ) $ (747,112 ) Change in fair value of warrant liabilities - (3,233,333 ) (3,233,333 ) Other expense, net 7,109 (3,980,445 ) (3,973,336 ) Loss before provision for income taxes (148,287 ) (3,980,445 ) (4,128,732 ) Net loss (148,287 ) (3,980,445 ) (4,128,732 ) Basic and diluted loss per share, Class B (0.02 ) (0.53 ) (0.55 ) Condensed Statement of Cash Flows for the period from June 2, 2020 (inception) through September 30, 2020 Cash Flows from Operating Activities: Net loss $ (149,656 ) $ (3,980,445 ) $ (4,130,101 ) Adjustments to reconcile net loss to net cash used in operating activities: Deferred warrant offering costs - 458,500 458,500 Change in fair value of warrant liabilities - 3,233,333 3,233,333 Net cash used in operating activities (321,572 ) (288,612 ) (610,184 ) Proceeds from sale of Units, net of underwriting discounts paid 294,000,000 262,000 294,262,000 Payment of offering costs (160,614 ) 26,612 (134,002 ) Net cash provided by financing activities 301,682,297 288,612 301,970,909 Non-Cash Investing and Financing Activities: Initial measurement of warrants issued in connection  with the Initial Public Offering accounted for as liabilities - 21,313,333 21,313,333

Initial Public Offering

Initial Public Offering	7 Months Ended
	Dec. 31, 2020
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 4. INITIAL PUBLIC OFFERING On August 7, 2020, the Company consummated the Initial Public Offering of 27,500,000 Units at $10.00 per Unit, generating gross proceeds of $275.0 million. Each Unit consists of one share of Class A common stock, par value $0.0001 per share, and one-third of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). Additionally, the Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 4,125,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions. On August 11, 2020, the underwriters purchased 2,500,000 Over-Allotment Units pursuant to the partial exercise of the Over-Allotment Option. The Over-Allotment Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $25.0 million. The underwriters did not exercise the remaining portion of their Over-Allotment Option. As a result, the initial stockholders forfeited 406,250 shares, resulting in the initial stockholders holding an aggregate of 7,500,000 shares of Class B common stock. The shares forfeited by the initial stockholders were cancelled by the Company. Including the partial exercise of the Over-Allotment Option, there were an aggregate of 30,000,000 Units sold, generating total gross proceeds of $300.0 million.

Private Placement

Private Placement	7 Months Ended
	Dec. 31, 2020
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,000,000 Private Placement Warrants to the sponsor, at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $7.5 million. On August 11, 2020, simultaneously with the sale of the Over-Allotment Units discussed in Note 4, the Company consummated a private sale (the “Over-Allotment Private Placement”) of an additional 333,333 Private Placement Warrants to the sponsor, at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds of approximately $0.5 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the sponsor was added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees. The sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Related Party Transactions

Related Party Transactions	7 Months Ended
	Dec. 31, 2020
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On June 4, 2020, Pendrell Corporation (“Pendrell”) paid for certain offering costs for an aggregate price of $25,000 in exchange for issuance of 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”). Pendrell transferred such shares to the sponsor on June 9, 2020. In July 2020, the sponsor transferred shares to its independent directors and various other directors, officers, employees and consultants of the Company and Pendrell, in each case for approximately the same per-share price as initially paid by the Company’s sponsor. On August 4, 2020, the Company effected a 1.1-for-1 common stock split (the “Stock Split”) resulting in 7,906,250 shares outstanding held as follows: 33,000 shares by each of Wayne Perry, Dennis Weibling and Cathleen A. Massey, its independent directors, 165,000 shares held by Craig O. McCaw, 110,000 shares held by Randy Russell, 88,000 shares held by R. Gerard Salemme, 44,000 shares held by Steve Ednie, 262,900 shares held by other directors, officers, employees and consultants of Pendrell, and 7,137,350 shares held by the sponsor. On September 21, 2020, the sponsor forfeited 406,250 Founder Shares due to the partial exercise of the Over-Allotment Option by the underwriters so that the Founder Shares represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering (see Note 4). The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, the Founder Shares will be released from the lock-up if (1) the closing price of the Company’s Class A 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 initial Business Combination or (2) the Company consummates a transaction after the initial Business Combination which results in the stockholders having the right to exchange their shares for cash, securities or other property. Related Party Loans On June 4, 2020, Pendrell agreed to loan the Company an aggregate of up to $0.3 million to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). Pendrell assigned the Note to the sponsor on June 9, 2020, which assumed all obligations thereunder. The loan was non-interest bearing, unsecured and due at the earlier of December 31, 2021 or the completion of the Initial Public Offering. The loan was repaid upon the closing of the Initial Public Offering out of the $1.0 million of offering proceeds that was allocated to the payment of offering expenses. In addition, in order to finance transaction costs in connection with a 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 (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, 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. The warrants would be identical to the Private Placement Warrants. At December 31, 2020, the Company did not have any borrowings under the Working Capital Loans. Administrative Support Agreement The Company entered into an agreement whereby, commencing on August 4, 2020 and continuing until the earlier of the Company’s consummation of a Business Combination or the Company’s liquidation, the Company will pay an affiliate of the sponsor a total of $10,000 per month for office space, secretarial and administrative services. For the period from June 2, 2020 (inception) through December 31, 2020, the Company incurred $48,710 in fees for these services. The sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the sponsor, officers, directors or their affiliates.

Commitments

Commitments	7 Months Ended
	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS	NOTE 7. COMMITMENTS Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares), are entitled to registration rights pursuant to a registration rights agreement. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statement. The registration rights agreement does not provide for any maximum cash penalties nor any penalties connected with delays in registering the Company’s Class A common stock. Underwriting Agreement The underwriters were paid a cash underwriting discount of $0.20 per unit, or $6.0 million in the aggregate, upon the closing of the Initial Public Offering and the partial exercise of the Over-Allotment Option. In addition, $0.35 per unit, or approximately $10.5 million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might results from the outcome of this uncertainty.

Stockholders' Equity

Stockholders' Equity	7 Months Ended
	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 8. STOCKHOLDERS’ EQUITY Class A Common Stock Class B Common Stock Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. 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, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. 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 Founder Shares 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 Warrants The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless” basis, and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to 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. 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 its 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), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 10 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price of the Warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. 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 saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. 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 sales price of the Class A common stock equals or exceeds $18.00 per share on each of 20 trading days within the 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Income Taxes

Income Taxes	7 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 9. INCOME TAXES The Company’s net deferred tax assets are as follows: December 31, Deferred tax asset Organizational costs/Startup expenses $ 122,932 Net operating losses 14,645 Total deferred tax asset 137,577 Valuation allowance (137,577 ) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: For the period from Federal Current $ — Deferred (137,577 ) State Current — Deferred — Change in valuation allowance 137,577 Income tax provision $ — As of December 31, 2020, the Company had U.S. federal net operating loss carryovers of $69,740 available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from June 2, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $137,577. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: Statutory federal income tax rate 21.0 % Non-deductible change in fair value of warrant liabilities (17.0 )% Non-deductible warrant offering costs (2.1 )% Change in valuation allowance (1.9 )% Income tax provision — % The Company’s effective tax rate differs from the U.S. statutory rate primarily due to the recognition of gain or loss from the change in the fair value of warrant liabilities and the expensing of offering costs related to the issuance of warrants, both of which are not deductible for tax purposes. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities.

Fair Value Measurements

Fair Value Measurements	7 Months Ended
	Dec. 31, 2020
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 10. FAIR VALUE MEASUREMENTS At December 31, 2020, assets held in the Trust Account were comprised of $300,046,957 in money market funds which are invested in U.S. Treasury Securities. As of December 31, 2020, the Company had not withdrawn any of the interest earned on the Trust Account to pay franchise or income tax obligations. At December 31, 2020, there were 10,000,000 Public Warrants and 5,333,333 Private Placement Warrants outstanding. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 300,046,957 Liabilities: Warrant liabilities 3 27,253,333 Warrants The warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Balance Sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the Statement of Operations. The Company established the initial fair value for the warrants on August 7, 2020, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-third of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B common stock, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption (temporary equity), Class A common stock (permanent equity) and Class B common stock (permanent equity) based on their relative fair values at the initial measurement date. The warrants were classified as Level 3 at the measurement dates due to the use of unobservable inputs. There were no transfers between Levels 1, 2 or 3 during the year ended December 31, 2020. The key inputs into the Monte Carlo simulation model for the warrants were as follows at initial measurement and as of December 31, 2020: Input August 7, December 31, Risk-free interest rate 0.28 % 0.41 % Expected term (years) 5 5 Expected volatility 28.00 % 29.00 % Exercise price $ 11.50 $ 11.50 Stock price $ 9.50 $ 10.11 The Company’s use of a Monte Carlo simulation model required the use of subjective assumptions: ● The risk-free interest rate assumption was based on the U.S. Treasury rate for expected terms, which was commensurate with the contractual term of the warrants, which expire on the earlier of (i) five years after the completion of the initial business combination and (ii) upon redemption or liquidation. An increase in the risk-free interest rate, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. ● The expected term was determined based on the exercise period, the warrants become exercisable on the later of (i) 30 days after the completion of a business combination and (ii) 12 months from the Initial Public Offering date. An increase in the expected term, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. ● The expected volatility assumption was based on the implied volatility from a set of comparable publicly-traded warrants as determined based on the size and proximity of other similar business combinations. An increase in the expected volatility, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. ● The stock price at Initial Public Offering represents unit price less one-third of the warrant price at the Initial Public Offering date. The stock price as of December 31, 2020 represents closing price on the measurement date as observed from the ticker HOL. Based on the applied volatility assumption and the expected term to a business combination noted above, the Company determined that the fair value of the warrant liabilities upon their issuance on August 7, 2020 was $21.3 million. As of December 31, 2020, the aggregate value of the warrants were $27.3 million. The change in the fair value of the warrant liabilities of $5.9 million was recognized in the Statement of Operations. The change in the fair value of the warrant liabilities for the period from June 2, 2020 (inception) through December 31, 2020 is summarized as follows: Warrant Liabilities Fair value as of June 2, 2020 (inception) $ — Initial measurement on August 7, 2020 (1) 21,313,333 Change in fair value of warrant liabilities 5,940,000 Fair value as of December 31, 2020 $ 27,253,333 (1) Includes 833,333 Public Warrants issued as a result of the partial exercise of Over-Allotment Units and 333,333 Private Placement Warrants as a result of the Over-Allotment Private Placement.

Proposed Business Combination

Proposed Business Combination	7 Months Ended
	Dec. 31, 2020
Business Combinations [Abstract]
PROPOSED BUSINESS COMBINATION	NOTE 11. PROPOSED BUSINESS COMBINATION On February 2, 2021, the Company entered into a business combination agreement by and among the Company, Holicity Merger Sub Inc., a wholly-owned subsidiary of the Company (“Merger Sub”), and Astra Space, Inc. (“Astra”) (as it may be amended and/or restated from time to time, the “Business Combination Agreement”). The business combination was unanimously approved by the Company’s board of directors (the “Board”) on January 29, 2021. If the Business Combination Agreement is approved by the Company’s stockholders and Astra’s stockholders, and the transactions contemplated by the Business Combination Agreement are consummated, Merger Sub will merge with and into Astra with Astra surviving the merger as a wholly-owned subsidiary of the Company (the “Astra Merger”). In addition, in connection with the consummation of the Astra Merger (the “Closing”), the Company will be renamed “Astra Space, Inc.” and is referred to herein as “New Astra” as of the time following such change of name. Pursuant to the Business Combination Agreement, the Company has agreed to acquire all of the outstanding equity interests of Astra for approximately $2.03 billion in aggregate consideration to be paid at the effective time of the Astra Merger (the “Effective Time”). The consideration for the Astra Merger will be paid through stock in New Astra as follows: each share of Astra common stock and each share of preferred stock of Astra (“Astra Preferred Stock”) that is issued and outstanding immediately prior to the Effective Time (other than dissenting shares and shares of Astra common stock held in the treasury of Astra immediately prior to the Effective Time) shall be converted into the right to receive, with respect to any Astra Class A common stock or Astra Preferred Stock issued and outstanding immediately prior to the Effective Time, a number of shares of Class A common stock of the Company equal to the “Per Share Merger Consideration Value” divided by plus divided by divided by divided by Pursuant to the Business Combination Agreement, at the Effective Time, (i) each Astra Option that is outstanding and unexercised immediately prior to the Effective Time shall be assumed and converted into a newly issued option exercisable for Class A common stock of New Astra, (ii) each Astra Warrant that is issued and outstanding immediately prior to the Effective Time and has not been terminated pursuant to its terms will be assumed and converted into a warrant exercisable for Class A common stock of New Astra on the same terms and conditions as applied to the existing Astra Warrants, and (iii) in respect of each unvested share of restricted stock or restricted stock unit that is unvested immediately prior to the effective time of the Astra Merger (A) each share of restricted stock or restricted stock unit (other than those held by an individual who has waived the right to accelerate the vesting of such stock or stock unit) will become immediately vested and the holder will be entitled to receive the applicable per share merger consideration, less applicable tax withholding, if any and (B) each share of restricted stock or restricted stock unit held by an individual who has waived the right to accelerate the vesting of such stock or stock unit will be cancelled and converted into restricted shares of New Astra stock, subject to the same terms and conditions as the Astra awards. The shares of Class B common stock of New Astra will have the same economic terms as the shares of Class A common stock of New Astra, but the shares of Class B common stock of New Astra will have 10 votes per share, whereas the shares of Class A common stock will have one (1) vote per share. The outstanding shares of Class B common stock of New Astra will be subject to a “sunset” provision permitted whereby such shares of Class B common Stock of New Astra will automatically convert to shares of Class A common stock if the Founders and other qualified holders of Class B common stock collectively cease to beneficially own at least twenty percent (20%) of the number of shares of Class B common stock of New Astra collectively held by the Founders and their permitted transferees as of the Effective Time. The closing of the Astra Merger is subject to certain customary conditions, including, among other things: (i) approval by the Company’s stockholders and Astra’s stockholders of the Business Combination Agreement, the Astra Merger and certain other actions related thereto; (ii) the expiration or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 as amended; (iii) the Company having at least $250 million of cash at the closing of the Astra Merger, consisting of cash held in its trust account and the aggregate amount of cash actually invested in (or contributed to) the Company pursuant to the Subscription Agreements (as defined below), after giving effect to redemptions of public shares, if any, but before giving effect to the consummation of the closing of the Astra Merger and the payment of Astra’s and the Company’s outstanding transaction expenses as contemplated by the Business Combination Agreement; (iv) the shares of Class A common stock of New Astra to be issued in connection with the Astra Merger having been approved for listing on The Nasdaq Capital Market (“Nasdaq”) subject only to official notice of issuance thereof; (v) no material adverse effect, as defined in the Business Combination Agreement, has occurred with respect to Astra; and (vi) each Founder is employed by and devotes his full time and attention to Astra, and has not died or become disabled. Other Agreements Subscription Agreements The Company entered into subscription agreements (the “Subscription Agreements”), each dated as of February 2, 2021, with certain institutional investors, pursuant to which, among other things, the Company agreed to issue and sell, in private placements to close immediately prior to the closing of the Astra Merger, an aggregate of 20,000,000 shares of Class A common stock for $10 per share for aggregate gross proceeds of $200 million. As a consequence of the Astra Merger, as of the closing of the Astra Merger, each of the holders of shares of Class A common stock issued pursuant to the Subscription Agreements will automatically receive, on a one-for-one basis, shares of New Astra Class A common stock. Investors’ Rights Agreement The Company entered into an investors’ rights agreement (the “Investors’ Rights Agreement”), dated as of February 2, 2021, among the Company, Astra and certain of their respective stockholders including the Founders and X-icity Holdings Corporation (the “Sponsor”), which will become effective upon consummation of the Astra Merger. Pursuant to the Investors’ Rights Agreement, New Astra will be required to register for resale securities held by the stockholders party thereto. New Astra will have no obligation to facilitate more than one demand made by the Sponsor, or its affiliates, that New Astra register such stockholders’ securities. In addition, the holders have certain “piggyback” registration rights with respect to registrations initiated by New Astra. New Astra will bear the expenses incurred in connection with the filing of any registration statements pursuant to the Investors’ Rights Agreement. The Investors’ Rights Agreement restricts the ability of the Sponsor and the Founders to transfer their shares of New Astra common stock, subject to certain permitted transfers, until the earlier of (i) the first anniversary of the closing of the Astra Merger and (ii) following the closing of the Astra Merger, if the closing price of the New Astra common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the closing of the Astra Merger. The Investors’ Rights Agreement also restricts the ability of each other stockholder who is a party thereto, including the directors and officers of Astra, to transfer their shares of New Astra common stock, subject to certain permitted transfers, until six (6) months after the closing of the Astra Merger. Support Agreements In connection with and following the execution of the Business Combination Agreement, certain Astra stockholders (the “Astra Supporting Stockholders”) entered into Astra support agreements with the Company (the “Support Agreements”). Under the Support Agreements, each Astra Supporting Stockholder agreed, on (or effective as of) the third business day following the SEC declaring effective the proxy statement/prospectus relating to the approval by the Company’s stockholders of the Astra Merger, to execute and deliver a written consent with respect to the outstanding shares of Astra common stock and preferred stock held by such Astra Supporting Stockholder adopting the Business Combination Agreement and approving the Astra Merger. The shares of Astra common stock and preferred stock that are owned by the Astra Supporting Stockholders and subject to the Support Agreements represent approximately seventy percent (70%) of the outstanding voting power of Astra common stock and preferred stock (on an as converted basis). In addition, the Support Agreements prohibit the Astra Supporting Stockholders from engaging in activities that have the effect of soliciting a competing acquisition proposal. Sponsor Agreement In connection with the execution of the Business Combination Agreement, the Sponsor entered into an Agreement (the “Sponsor Agreement”) with Astra, pursuant to which the Sponsor agreed to vote all shares of the Company’s common stock beneficially owned by it in favor of each of the proposals at the Company’s stockholders meeting to vote on the Astra Merger and the adoption of the Business Combination Agreement, to use its reasonable best efforts to take all actions reasonably necessary to consummate the Astra Merger, to waive any anti-dilution protections provided to the Sponsor in the Company’s Certificate of Incorporation and to not take any action that would reasonably be expected to materially delay or prevent the satisfaction of the conditions to the Astra Merger set forth in the Business Combination Agreement. The Sponsor Agreement provides that the Sponsor will not redeem any shares of the Company’s common stock and will take all actions necessary to opt out of any class in any class action with respect to any claim, derivative or otherwise, against the Company, Astra, any affiliate or designee of the Sponsor acting in his or her capacity as director or any of their respective successors and assigns relating to the negotiation, execution or delivery of the Sponsor Agreement, the Business Combination Agreement or the consummation of the transactions contemplated in such agreements. Director Nomination Agreement In connection with the Closing, New Astra and the Sponsor will enter into a director nomination agreement (the “ Director Nomination Agreement

Subsequent Events

Subsequent Events	7 Months Ended
	Dec. 31, 2020
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through April 30, 2021, the date the audited financial statements were issued. Based upon this review, the Company did not identify any subsequent events that, except as noted above, would have required adjustment or disclosure in the financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	7 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 statements declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from the Company’s estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020.
Warrant Liabilities	Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Monte Carlo simulation approach (see Note 10).
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, there are 25,823,193 shares of Class A common stock subject to possible redemption presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Offering Costs	Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering date that are directly related to the Initial Public Offering. Offering costs amounted to $16.9 million of which $0.7 million were allocated to the warrant liabilities and expensed immediately and $16.2 million were charged to stockholders’ equity upon the completion of the Initial Public Offering and the partial exercise of the Over-Allotment Option.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company’s currently taxable income primarily consists of interest income on the Trust Account less any franchise taxes. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the period from June 2, 2020 (inception) through December 31, 2020, the Company recorded no income tax expense. The Company’s effective tax rate for the period from June 2, 2020 (inception) through December 31, 2020 was 0%, which differs from the expected income tax rate due to the Company recording a full valuation allowance on its deferred tax assets as of December 31, 2020. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements 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 December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and the Private Placement to purchase 15,333,333 shares of Class A common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income per share for common shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income (loss) per common share, basic and diluted, for Class A common stock is calculated by dividing the interest income earned on the Trust Account of $46,957 for the period from June 2, 2020 (inception) through December 31, 2020 (net of applicable franchise and income taxes of approximately $47,000), by the weighted average number of Class A common stock for the period. Net loss per common share, basic and diluted, for Class B common stock is calculated by dividing the net loss, less income attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the period. Class B common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the period from December 31, Class A Common Stock Numerator: Earnings allocable to Class A common stock Interest income $ 46,957 Income and franchise tax (46,957 ) Net Income $ — Denominator: Weighted average Class A common stock Class A common stock, basic and diluted 30,000,000 Earnings per share/basic and diluted Class A common stock $ 0.00 Class B Common Stock Numerator: Net loss less Class A common stock net income Net loss $ (7,342,273 ) Class A common stock net income — Net loss $ (7,342,273 ) Denominator: Weighted average Class B common stock Class B common stock, basic and diluted 7,500,000 Loss per share/basic and diluted Class B common stock $ (0.98 ) Note: for the period from June 2, 2020 (inception) through December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s common stockholders.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Company Coverage of $250,000. At December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	7 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Schedule of basic and diluted net loss per common share	For the period from December 31, Class A Common Stock Numerator: Earnings allocable to Class A common stock Interest income $ 46,957 Income and franchise tax (46,957 ) Net Income $ — Denominator: Weighted average Class A common stock Class A common stock, basic and diluted 30,000,000 Earnings per share/basic and diluted Class A common stock $ 0.00 Class B Common Stock Numerator: Net loss less Class A common stock net income Net loss $ (7,342,273 ) Class A common stock net income — Net loss $ (7,342,273 ) Denominator: Weighted average Class B common stock Class B common stock, basic and diluted 7,500,000 Loss per share/basic and diluted Class B common stock $ (0.98 )

Restatement Of Previously Iss_2

Restatement Of Previously Issued Financial Statements (Tables)	7 Months Ended
	Dec. 31, 2020
Accounting Changes and Error Corrections [Abstract]
Schedule of the restatement on each financial statement	As Previously Reported Adjustments As Restated Balance Sheet as of August 7, 2020 Warrant liabilities $ - $ 21,313,333 $ 21,313,333 Total liabilities 9,830,277 21,313,333 31,143,610 Class A common stock subject to possible redemption 262,053,310 (21,313,330 ) 240,739,980 Class A common stock 129 464 593 Additional paid-in capital 5,002,671 746,645 5,749,316 Accumulated deficit (3,581 ) (747,112 ) (750,693 ) Total Stockholders’ Equity 5,000,010 (3 ) 5,000,007 Balance Sheet as of December 31, 2020 Warrant liabilities $ - $ 27,253,333 $ 27,253,333 Total liabilities 10,761,772 27,253,333 38,015,105 Class A common stock subject to possible redemption 285,485,260 (27,253,330 ) 258,231,930 Class A common stock 145 273 418 Additional paid-in capital 5,654,273 6,686,836 12,341,109 Accumulated deficit (655,161 ) (6,687,112 ) (7,342,273 ) Total Stockholders’ Equity 5,000,007 (3 ) 5,000,004 Statement of Operations for the period from June 2, 2020 (Inception) through December 31, 2020 Warrant offering costs $ - $ (747,112 ) $ (747,112 ) Change in fair value of warrant liabilities - (5,940,000 ) (5,940,000 ) Other expense, net 46,957 (6,687,112 ) (6,640,155 ) Loss before provision for income taxes (655,161 ) (6,687,112 ) (7,342,273 ) Net loss (655,161 ) (6,687,117 ) (7,342,273 ) Basic and diluted loss per share, Class B common stock (0.09 ) (0.89 ) (0.98 ) Statement of Cash Flows for the period from June 2, 2020 (Inception) through December 31, 2020 Cash Flows from Operating Activities: Net loss $ (655,161 ) $ (6,687,112 ) $ (7,342,273 ) Adjustments to reconcile net loss to net cash used in operating activities Deferred warrant offering costs - 458,500 458,500 Change in fair value of warrant liabilities - 5,940,000 5,940,000 Net cash used in operating activities (691,869 ) (288,612 ) (980,481 ) Proceeds from sale of Units, net of underwriting discounts paid 294,000,000 262,000 294,262,000 Payment of offering costs (160,614 ) 26,612 (134,002 ) Net cash provided by financing activities 301,682,297 288,612 301,970,909 Non-Cash Investing and Financing Activities: Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities - 21,313,333 21,313,333 As Previously Reported Adjustments As Restated Condensed Balance Sheet as of September 30, 2020 Warrant liabilities $ - $ 24,546,666 $ 24,546,666 Total liabilities 10,640,289 24,546,666 35,186,955 Class A common stock subject to possible redemption 285,990,770 (24,546,670 ) 261,444,100 Class A common stock 140 246 386 Additional paid-in capital 5,148,768 3,980,203 9,128,971 Accumulated deficit (149,656 ) (3,980,445 ) (4,130,101 ) Total Stockholders’ Equity 5,000,002 4 5,000,006 Condensed Statement of Operations for the period from June 2, 2020 (inception) through September 30, 2020 Warrant offering costs $ - $ (747,112 ) $ (747,112 ) Change in fair value of warrant liabilities - (3,233,333 ) (3,233,333 ) Other expense, net 7,109 (3,980,445 ) (3,973,336 ) Loss before provision for income taxes (149,656 ) (3,980,445 ) (4,130,101 ) Net loss (149,656 ) (3,980,445 ) (4,130,101 ) Basic and diluted loss per share, Class B (0.02 ) (0.53 ) (0.55 ) Condensed Statement of Operations for the three months ended September 30, 2020 Warrant offering costs $ - $ (747,112 ) $ (747,112 ) Change in fair value of warrant liabilities - (3,233,333 ) (3,233,333 ) Other expense, net 7,109 (3,980,445 ) (3,973,336 ) Loss before provision for income taxes (148,287 ) (3,980,445 ) (4,128,732 ) Net loss (148,287 ) (3,980,445 ) (4,128,732 ) Basic and diluted loss per share, Class B (0.02 ) (0.53 ) (0.55 ) Condensed Statement of Cash Flows for the period from June 2, 2020 (inception) through September 30, 2020 Cash Flows from Operating Activities: Net loss $ (149,656 ) $ (3,980,445 ) $ (4,130,101 ) Adjustments to reconcile net loss to net cash used in operating activities: Deferred warrant offering costs - 458,500 458,500 Change in fair value of warrant liabilities - 3,233,333 3,233,333 Net cash used in operating activities (321,572 ) (288,612 ) (610,184 ) Proceeds from sale of Units, net of underwriting discounts paid 294,000,000 262,000 294,262,000 Payment of offering costs (160,614 ) 26,612 (134,002 ) Net cash provided by financing activities 301,682,297 288,612 301,970,909 Non-Cash Investing and Financing Activities: Initial measurement of warrants issued in connection  with the Initial Public Offering accounted for as liabilities - 21,313,333 21,313,333

Income Taxes (Tables)

Income Taxes (Tables)	7 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Schedule of net deferred tax asset	December 31, Deferred tax asset Organizational costs/Startup expenses $ 122,932 Net operating losses 14,645 Total deferred tax asset 137,577 Valuation allowance (137,577 ) Deferred tax asset, net of allowance $ —
Schedule of income tax provision	For the period from Federal Current $ — Deferred (137,577 ) State Current — Deferred — Change in valuation allowance 137,577 Income tax provision $ —
Schedule of federal income tax rate	Statutory federal income tax rate 21.0 % Non-deductible change in fair value of warrant liabilities (17.0 )% Non-deductible warrant offering costs (2.1 )% Change in valuation allowance (1.9 )% Income tax provision — %

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	7 Months Ended
	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Schedule of fair value hierarchy	Description Level December 31, Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 300,046,957 Liabilities: Warrant liabilities 3 27,253,333
Schedule of monte carlo simulation model for the private placement warrants and public warrants	Input August 7, December 31, Risk-free interest rate 0.28 % 0.41 % Expected term (years) 5 5 Expected volatility 28.00 % 29.00 % Exercise price $ 11.50 $ 11.50 Stock price $ 9.50 $ 10.11
Schedule of changes in the fair value of warrant liabilities	Warrant Liabilities Fair value as of June 2, 2020 (inception) $ — Initial measurement on August 7, 2020 (1) 21,313,333 Change in fair value of warrant liabilities 5,940,000 Fair value as of December 31, 2020 $ 27,253,333

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	Aug. 11, 2020	Aug. 07, 2020	Dec. 31, 2020
Description of Organization, Business Operations and Basis of Presentation (Textual)
Per unit price (in Dollars per share)			$ 10
Transaction cost amount			$ 16,900,000
Underwriting fees			6,000,000
Deferred underwriting fees			10,500,000
Other offering costs			400,000
Cash			1,000,000
Initial public offering, total			$ 300,000,000
Initial public offering maturity period			185 days
Business combination of owns or acquires of the voting			50.00%
Percentage of shares to shares outstanding			20.00%
Obligation to redeem percentage			100.00%
Maximum net interest to pay dissolution expenses			$ 100,000
Minimum [Member]
Description of Organization, Business Operations and Basis of Presentation (Textual)
Tangible assets required to proceed with business combination net			$ 5,000,001
Initial Public Offering [Member]
Description of Organization, Business Operations and Basis of Presentation (Textual)
Units in shares (in Shares)		27,500,000
Per unit price (in Dollars per share)		$ 10
Gross proceeds		$ 275,000,000
Private Placement [Member]
Description of Organization, Business Operations and Basis of Presentation (Textual)
Warrants issued (in Shares)	333,333	5,000,000	5,333,333
Price per warrants issued (in Dollars per share)	$ 1.50	$ 1.50
Gross proceeds	$ 500,000	$ 7,500,000
Per share price (in Dollars per share)			$ 10
Over Allotments [Member]
Description of Organization, Business Operations and Basis of Presentation (Textual)
Per unit price (in Dollars per share)	$ 10
Gross proceeds	$ 25,000,000		$ 300,000,000
Number of units issued (in Shares)	2,500,000
Class A common stock [Member]
Description of Organization, Business Operations and Basis of Presentation (Textual)
Per unit price (in Dollars per share)		$ 11.50
common stock, par value (in Dollars per share)			$ 0.0001
Class A common stock [Member] | Initial Public Offering [Member]
Description of Organization, Business Operations and Basis of Presentation (Textual)
Units in shares (in Shares)		27,500,000
Per unit price (in Dollars per share)		$ 10
Gross proceeds		$ 275,000,000
common stock, par value (in Dollars per share)		$ 0.0001
Per share price (in Dollars per share)		$ 11.50

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details)	7 Months Ended
	Dec. 31, 2020USD ($)shares
Summary of Significant Accounting Policies (Textual)
Amount of offering cost	$ 16,900,000
Income tax rate	0.00%
Initial public offering and private placement shares (in Shares) | shares	15,333,333
Interest earned on marketable securities held in Trust Account	$ 46,957
Federal depository insurance coverage limit	250,000
Warrant Liabilities [Member]
Summary of Significant Accounting Policies (Textual)
Amount of offering cost	700,000
Over-Allotment Option [Member]
Summary of Significant Accounting Policies (Textual)
Amount of offering cost	$ 16,200,000
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Textual)
Subject to possible redemption, share (in Shares) | shares	25,823,193
Net of franchise and income taxes	$ 47,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share	7 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
Common Class A [Member]
Numerator: Earnings allocable to Class A common stock
Interest income	$ 46,957
Income and franchise tax	(46,957)
Net Income/loss
Denominator: Weighted average Class A common stock
Class A common stock, basic and diluted (in Shares) | shares	30,000,000
Earnings per share/basic and diluted Class A common stock (in Dollars per share) | $ / shares	$ 0
Common Class B [Member]
Numerator: Earnings allocable to Class A common stock
Net Income/loss	$ (7,342,273)
Class A common stock net income
Net loss	$ (7,342,273)
Denominator: Weighted average Class B common stock
Class B common stock, basic and diluted (in Shares) | shares	7,500,000
Loss per share/basic and diluted Class B common stock (in Dollars per share) | $ / shares	$ (0.98)

Restatement Of Previously Iss_3

Restatement Of Previously Issued Financial Statements (Details) - Schedule of the restatement on each financial statement - USD ($)	3 Months Ended	4 Months Ended	7 Months Ended
	Sep. 30, 2020	Sep. 30, 2020	Dec. 31, 2020	Aug. 07, 2020
As Previously Reported [Member]
Condensed Financial Statements, Captions [Line Items]
Warrant liabilities
Total liabilities	10,640,289	10,640,289	10,761,772	9,830,277
Class A common stock subject to possible redemption	285,990,770	285,990,770	285,485,260	262,053,310
Class A common stock	140	140	145	129
Additional paid-in capital	5,148,768	5,148,768	5,654,273	5,002,671
Accumulated deficit	(149,656)	(149,656)	(655,161)	(3,581)
Total Stockholders’ Equity	5,000,002	5,000,002	5,000,007	5,000,010
Warrant offering costs
Change in fair value of warrant liabilities
Other expense, net	7,109	7,109	46,957
Loss before provision for income taxes	(148,287)	(149,656)	(655,161)
Net loss	$ (148,287)	$ (149,656)	$ (655,161)
Basic and diluted loss per share, Class B common stock (in Dollars per share)	$ (0.02)	$ (0.02)	$ (0.09)
Cash Flows from Operating Activities:
Net loss	$ (148,287)	$ (149,656)	$ (655,161)
Adjustments to reconcile net loss to net cash used in operating activities
Deferred warrant offering costs
Change in fair value of warrant liabilities
Net cash used in operating activities		(321,572)	(691,869)
Proceeds from sale of Units, net of underwriting discounts paid		294,000,000	294,000,000
Payment of offering costs		(160,614)	(160,614)
Net cash provided by financing activities		301,682,297	301,682,297
Non-Cash Investing and Financing Activities:
Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities
Adjustments [Member]
Condensed Financial Statements, Captions [Line Items]
Warrant liabilities	24,546,666	24,546,666	27,253,333	21,313,333
Total liabilities	24,546,666	24,546,666	27,253,333	21,313,333
Class A common stock subject to possible redemption	(24,546,670)	(24,546,670)	(27,253,330)	(21,313,330)
Class A common stock	246	246	273	464
Additional paid-in capital	3,980,203	3,980,203	6,686,836	746,645
Accumulated deficit	(3,980,445)	(3,980,445)	(6,687,112)	(747,112)
Total Stockholders’ Equity	4	4	(3)	(3)
Warrant offering costs	(747,112)	(747,112)	(747,112)
Change in fair value of warrant liabilities	(3,233,333)	(3,233,333)	(5,940,000)
Other expense, net	(3,980,445)	(3,980,445)	(6,687,112)
Loss before provision for income taxes	(3,980,445)	(3,980,445)	(6,687,112)
Net loss	$ (3,980,445)	$ (3,980,445)	$ (6,687,117)
Basic and diluted loss per share, Class B common stock (in Dollars per share)	$ (0.53)	$ (0.53)	$ (0.89)
Cash Flows from Operating Activities:
Net loss	$ (3,980,445)	$ (3,980,445)	$ (6,687,117)
Adjustments to reconcile net loss to net cash used in operating activities
Deferred warrant offering costs		458,500	458,500
Change in fair value of warrant liabilities	3,233,333	3,233,333	5,940,000
Net cash used in operating activities		(288,612)	(288,612)
Proceeds from sale of Units, net of underwriting discounts paid		262,000	262,000
Payment of offering costs		26,612	26,612
Net cash provided by financing activities		288,612	288,612
Non-Cash Investing and Financing Activities:
Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities		21,313,333	21,313,333
As Restated [Member]
Condensed Financial Statements, Captions [Line Items]
Warrant liabilities	24,546,666	24,546,666	27,253,333	21,313,333
Total liabilities	35,186,955	35,186,955	38,015,105	31,143,610
Class A common stock subject to possible redemption	261,444,100	261,444,100	258,231,930	240,739,980
Class A common stock	386	386	418	593
Additional paid-in capital	9,128,971	9,128,971	12,341,109	5,749,316
Accumulated deficit	(4,130,101)	(4,130,101)	(7,342,273)	(750,693)
Total Stockholders’ Equity	5,000,006	5,000,006	5,000,004	$ 5,000,007
Warrant offering costs	(747,112)	(747,112)	(747,112)
Change in fair value of warrant liabilities	(3,233,333)	(3,233,333)	(5,940,000)
Other expense, net	(3,973,336)	(3,973,336)	(6,640,155)
Loss before provision for income taxes	(4,128,732)	(4,130,101)	(7,342,273)
Net loss	$ (4,128,732)	$ (4,130,101)	$ (7,342,273)
Basic and diluted loss per share, Class B common stock (in Dollars per share)	$ (0.55)	$ (0.55)	$ (0.98)
Cash Flows from Operating Activities:
Net loss	$ (4,128,732)	$ (4,130,101)	$ (7,342,273)
Adjustments to reconcile net loss to net cash used in operating activities
Deferred warrant offering costs		458,500	458,500
Change in fair value of warrant liabilities	$ 3,233,333	3,233,333	5,940,000
Net cash used in operating activities		(610,184)	(980,481)
Proceeds from sale of Units, net of underwriting discounts paid		294,262,000	294,262,000
Payment of offering costs		(134,002)	(134,002)
Net cash provided by financing activities		301,970,909	301,970,909
Non-Cash Investing and Financing Activities:
Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities		$ 21,313,333	$ 21,313,333

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions	Aug. 11, 2020	Aug. 07, 2020	Dec. 31, 2020
Initial Public Offering [Member]
Initial Public Offering (Textual)
Sale of units		27,500,000
Sale of stock per share (in Dollars per share)		$ 10
Total gross proceeds (in Dollars)		$ 275
Over Allotments [Member]
Initial Public Offering (Textual)
Sale of stock per share (in Dollars per share)	$ 10
Total gross proceeds (in Dollars)	$ 25		$ 300
Initial public offering to purchase	2,500,000	4,125,000
Offering price (in Dollars per share)	$ 10
Shares forfeited	406,250
Aggregate of initial public offering units	7,500,000
Sale of units			30,000,000
Class A common stock [Member] | Initial Public Offering [Member]
Initial Public Offering (Textual)
Sale of units		27,500,000
Sale of stock per share (in Dollars per share)		$ 10
Total gross proceeds (in Dollars)		$ 275
Common stock, par value (in Dollars per share)		$ 0.0001
Shares issued price per share (in Dollars per share)		$ 11.50

Private Placement (Details)

Private Placement (Details) - USD ($) $ / shares in Units, $ in Millions	Aug. 11, 2020	Aug. 07, 2020	Dec. 31, 2020
Private Placement (Textual)
Warrant exercisable price per share	$ 11.50
Private Placement [Member]
Private Placement (Textual)
Warrants issued (in Shares)	333,333	5,000,000	5,333,333
Price per warrants issued	$ 1.50	$ 1.50
Gross proceeds (in Dollars)	$ 0.5	$ 7.5

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Jun. 04, 2020	Sep. 21, 2020	Aug. 04, 2020	Dec. 31, 2020
Related Party Transactions (Textual)
Cost of founders shares	$ 25,000
Related party transaction, description			1-for-1 common stock split (the “Stock Split”) resulting in 7,906,250 shares outstanding held as follows: 33,000 shares by each of Wayne Perry, Dennis Weibling and Cathleen A. Massey, its independent directors, 165,000 shares held by Craig O. McCaw, 110,000 shares held by Randy Russell, 88,000 shares held by R. Gerard Salemme, 44,000 shares held by Steve Ednie, 262,900 shares held by other directors, officers, employees and consultants of Pendrell, and 7,137,350 shares held by the sponsor.
Common stock, shares outstanding (in Shares)			7,906,250
Sponsor forfeited		$ 406,250
Business combination capital stock exchange other transaction, description				(i) one year after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, the Founder Shares will be released from the lock-up if (1) the closing price of the Company’s Class A 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 initial Business Combination or (2) the Company consummates a transaction after the initial Business Combination which results in the stockholders having the right to exchange their shares for cash, securities or other property.
Cover expenses	300,000
Payment offering expense	$ 1,000,000
Working capital loans				$ 1,500,000
Price per warrant (in Dollars per share)				$ 1.50
Administrative service fees per month				$ 10,000
Administrative service fees				$ 48,710
Over-Allotment Option [Member]
Related Party Transactions (Textual)
Underwriters issued and outstanding shares percentage		20.00%
Common Class B [Member]
Related Party Transactions (Textual)
Common stock exchange for issuance shares (in Shares)	7,187,500
Common stock, par value (in Dollars per share)	$ 0.0001			$ 0.0001
Common stock, shares outstanding (in Shares)				7,500,000

Commitments (Details)

Commitments (Details) $ / shares in Units, $ in Millions	7 Months Ended
	Dec. 31, 2020USD ($)$ / shares
Commitments and Contingencies (Textual)
Cash underwriting discount rate | $ / shares	$ 0.20
Sale of stock underwriting fees | $	$ 6
Payable to the underwriters per share | $ / shares	$ 0.35
Sale of stock deferred underwriting fees | $	$ 10.5

Stockholders' Equity (Details)

Stockholders' Equity (Details) - $ / shares	Aug. 04, 2020	Sep. 21, 2020	Dec. 31, 2020	Jun. 30, 2020	Jun. 04, 2020
Stockholders’ Equity (Textual)
Percentage of shares issued and outstanding		20.00%
Common stock, shares outstanding	7,906,250
Percentage of number of shares			20.00%
Preference shares authorized			1,000,000
Preference shares, par value (in Dollars per share)			$ 0.0001
Warrants, description			(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 (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants.
Warrant expiration			5 years
Common stock, description			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 its 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), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 10 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price of the Warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Public warrants for redemption			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 sales price of the Class A common stock equals or exceeds $18.00 per share on each of 20 trading days within the 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders.
Common Class A [Member]
Stockholders’ Equity (Textual)
Common stock, shares authorized			200,000,000
Common stock, par value (in Dollars per share)			$ 0.0001
Common stock, shares issued			4,176,807
Subject to possible redemption			25,823,193
Common stock, shares outstanding			4,176,807
Class B Common Stock [Member]
Stockholders’ Equity (Textual)
Common stock, shares authorized			20,000,000
Common stock, par value (in Dollars per share)			$ 0.0001		$ 0.0001
Common stock, shares issued			7,500,000
Common stock, share issued				7,187,500
Stock Split, shares	7,906,250
Shares forfeited by company		406,250
Aggregate of initial public offering units		7,500,000
Common stock, shares outstanding			7,500,000

Income Taxes (Details)

Income Taxes (Details)	Dec. 31, 2020USD ($)
Income Tax Disclosure [Abstract]
U.S. federal net operating loss carryovers	$ 69,740
Change in valuation allowance	$ 137,577

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of net deferred tax asset	7 Months Ended
	Dec. 31, 2020USD ($)
Deferred tax asset
Organizational costs/Startup expenses	$ 122,932
Net operating losses	14,645
Total deferred tax asset	137,577
Valuation allowance	(137,577)
Deferred tax asset, net of allowance

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of income tax provision	7 Months Ended
	Dec. 31, 2020USD ($)
Federal
Current
Deferred	(137,577)
State
Current
Deferred
Change in valuation allowance	137,577
Income tax provision

Income Taxes (Details) - Sche_3

Income Taxes (Details) - Schedule of federal income tax rate	7 Months Ended
	Dec. 31, 2020
Schedule of federal income tax rate [Abstract]
Statutory federal income tax rate	21.00%
Non-deductible change in fair value of warrant liabilities	(17.00%)
Non-deductible warrant offering costs	(2.10%)
Change in valuation allowance	(1.90%)
Income tax provision

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Aug. 07, 2020	Dec. 31, 2020	Aug. 11, 2020
Fair Value Liabilities Measured on Recurring Basis [Line Items]
Trust account (in Dollars)		$ 300,046,957
Expected term	5 years	5 years
Change in fair value of warrant liabilities (in Dollars)		$ 5,940,000
Private placement [Member]
Fair Value Liabilities Measured on Recurring Basis [Line Items]
Warrants outstanding	5,000,000	5,333,333	333,333
Warrants issued		333,333
Over-allotment [Member]
Fair Value Liabilities Measured on Recurring Basis [Line Items]
Warrants issued		833,333
Public warrants [Member]
Fair Value Liabilities Measured on Recurring Basis [Line Items]
Warrants outstanding		10,000,000
Fair value per share (in Dollars per share)	$ 21.3
Aggregate values (in Dollars)		$ 27,300,000
Change in fair value of warrant liabilities (in Dollars)		$ 5,940,000

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of fair value hierarchy	Dec. 31, 2020USD ($)
Level1 [Member] | U.S. Treasury Securities Money Market Fund [Member]
Assets:
Marketable securities held in Trust Account	$ 300,046,957
Private Placement Warrants [Member] | Level 3 [Member]
Liabilities:
Warrant Liabilities	$ 27,253,333

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of monte carlo simulation model for the private placement warrants and public warrants - $ / shares	Aug. 07, 2020	Dec. 31, 2020
Schedule of monte carlo simulation model for the private placement warrants and public warrants [Abstract]
Risk-free interest rate	0.28%	0.41%
Expected term (years)	5 years	5 years
Expected volatility	28.00%	29.00%
Exercise price	$ 11.50	$ 11.50
Stock price	$ 9.50	$ 10.11

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities - Public Warrants [Member]	7 Months Ended
	Dec. 31, 2020USD ($)
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Beginning balance	$ 21,313,333	[1]
Change in fair value of warrant liabilities	5,940,000
Ending balance	$ 27,253,333
[1]	Includes 833,333 Public Warrants issued as a result of the partial exercise of Over-Allotment Units and 333,333 Private Placement Warrants as a result of the Over-Allotment Private Placement.

Proposed Business Combination (

Proposed Business Combination (Details) - Subsequent Event [Member] $ / shares in Units, $ in Millions	Feb. 02, 2021USD ($)$ / sharesshares
Proposed Business Combination (Details) [Line Items]
Aggregate consideration	$ 2,030
Divided per share (in Dollars per share) | $ / shares	$ 10
Business combination description	(a)(x) $2,030,000,000.00 plus (y) the aggregate exercise price of all of the options to purchase shares of Astra common stock (“Astra Options”) and warrants to purchase shares of Astra common stock (“Astra Warrants”) described in the Business Combination Agreement divided by (b) the number of all outstanding shares, as of the date hereof, of Astra common stock (including (A) shares of Astra common stock issuable upon conversion of the Astra Preferred Stock outstanding on the date hereof, (B) any shares of Astra common stock issued or issuable upon the exercise of all Astra Options and Astra Warrants outstanding on the date of the Business Combination Agreement and (C) the vesting of Astra restricted shares outstanding as of the date of the Business Combination Agreement). Each share of Astra Class A common stock and each share of Astra Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than dissenting shares and shares of Astra Class A common stock held in the treasury of Astra immediately prior to the Effective Time) shall be converted into the right to receive a number of shares of the Company’s Class A common stock equal to (i) the Per Share Merger Consideration Value, divided by (ii) $10.00 per share and each share of Astra Class B common stock and each share of Founders Preferred Stock of Astra (other than dissenting shares and shares of Astra Class B common stock held in the treasury of Astra immediately prior to the Effective Time) shall be converted into the right to receive a number of shares of the Company’s Class B Common Stock equal to (i) the Per Share Merger Consideration Value, divided by (ii) $10.00 per share.
Percentage of common stock	20.00%
Business combination closing cash	$ 250
Aggregate gross proceeds	$ 200
Description of closing business combination	(i) the first anniversary of the closing of the Astra Merger and (ii) following the closing of the Astra Merger, if the closing price of the New Astra common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the closing of the Astra Merger. The Investors’ Rights Agreement also restricts the ability of each other stockholder who is a party thereto, including the directors and officers of Astra, to transfer their shares of New Astra common stock, subject to certain permitted transfers, until six (6) months after the closing of the Astra Merger.
Voting percentage	70.00%
Class A Common Stock [Member]
Proposed Business Combination (Details) [Line Items]
Aggregate of common stock (in Shares) | shares	20,000,000
Common stock price per share (in Dollars per share) | $ / shares	$ 10