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

Document And Entity Information

Document And Entity Information	3 Months Ended
	Mar. 31, 2021
Document Information Line Items
Entity Registrant Name	Holicity Inc.
Document Type	S-4/A
Amendment Flag	true
Amendment Description	AMENDMENT NO. 1
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 - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 455,935	$ 990,428
Prepaid expenses	211,550	209,654
Total current assets	667,485	1,200,082
Marketable securities held in trust account	300,012,660	300,046,957
Total Assets	300,680,145	301,247,039
Current liabilities:
Accrued expenses	1,053,985	145,105
Franchise tax payable	50,124	116,667
Total current liabilities	1,104,109	261,772
Warrant liabilities	45,806,666	27,253,333
Deferred underwriting fee payable	10,500,000	10,500,000
Total Liabilities	57,410,775	38,015,105
Commitments and Contingencies
Class A common stock subject to possible redemption	238,269,360	258,231,930
Stockholders’ Equity:
Preferred stock, value
Additional paid-in capital	32,303,479	12,341,109
Accumulated deficit	(27,304,837)	(7,342,273)
Total Stockholders’ Equity	5,000,010	5,000,004
Total Liabilities and Stockholders’ Equity	300,680,145	301,247,039
Class A Common Stock
Stockholders’ Equity:
Common stock value	618	418
Total Stockholders’ Equity	618	418
Class B Common Stock
Stockholders’ Equity:
Common stock value	750	750
Total Stockholders’ Equity	$ 750	$ 750

Balance Sheet (Parentheticals)

Balance Sheet (Parentheticals) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Subject to possible redemption, share	23,826,936	25,823,193
Subject to possible redemption, per share redemption value (in Dollars per share)	$ 10	$ 10
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	6,173,064	4,176,807
Common stock, shares outstanding	6,173,064	4,176,807
Class B Common Stock
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	7,500,000	7,500,000
Common stock, shares outstanding	7,500,000	7,500,000

Statement of Operations

Statement of Operations - USD ($)	3 Months Ended	7 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
General and administrative expenses	$ 1,373,269	$ 585,451
Franchise tax expense	50,000	116,667
Loss from operations	(1,423,269)	(702,118)
Other income (expense), net:
Interest earned on marketable securities held in Trust Account	14,038	46,957
Warrant offering costs		(747,112)
Change in fair value of warrant liabilities	(18,553,333)	(5,940,000)
Other expense, net	(18,539,295)	(6,640,155)
Loss before provision for income taxes	(19,962,564)	(7,342,273)
Provision for income taxes
Net loss	$ (19,962,564)	$ (7,342,273)
Class A Common Stock
Other income (expense), net:
Weighted average shares outstanding (in Shares)	30,000,000	30,000,000
Basic and diluted income per share (in Dollars per share)
Class B Common Stock
Other income (expense), net:
Weighted average shares outstanding (in Shares)	7,500,000	7,500,000
Basic and diluted income per share (in Dollars per share)	$ (2.66)	$ (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
Balance at Jun. 01, 2020
Balance (in Shares) at Jun. 01, 2020
Balance at Jun. 01, 2020
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)
Balance at Dec. 31, 2020		$ 418	$ 750	12,341,109	(7,342,273)	5,000,004
Balance (in Shares) at Dec. 31, 2020		4,176,807	7,500,000
Change in common stock subject to possible redemption		$ 200		19,962,370		19,962,570
Change in common stock subject to possible redemption (in Shares)		1,996,257
Issuance of Class B common stock to Pendrell		$ 200,000,000
Issuance of Class B common stock to Pendrell (in Shares)		20,000,000
Net loss					(19,962,564)	(19,962,564)
Balance at Mar. 31, 2021		$ 618	$ 750	$ 32,303,479	$ (27,304,837)	$ 5,000,010
Balance (in Shares) at Mar. 31, 2021		6,173,064	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 - USD ($)	3 Months Ended	7 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Cash Flows from Operating Activities:
Net loss	$ (19,962,564)	$ (7,342,273)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(14,038)	(46,957)
Deferred warrant offering costs		458,500
Change in fair value of warrant liabilities	18,553,333	5,940,000
Formation costs paid by Sponsor		3,581
Changes in operating assets and liabilities:
Prepaid expenses	(1,896)	(185,104)
Accrued expenses	908,880	75,105
Franchise tax payable	(66,543)	116,667
Net cash used in operating activities	(582,828)	(980,481)
Cash Flows from Investing Activities:
Investment of cash into Trust Account		(300,000,000)
Cash withdrawn from Trust Account to pay franchise taxes	48,335
Net cash used in investing activities	48,335	(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	(534,493)	990,428
Cash – Beginning of period	990,428
Cash – End of period	455,935	990,428
Non-Cash financing activities:
Change in value of common stock subject to redemption	$ (19,962,570)
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, Bu

Description of Organization, Business Operations and Basis of Presentation	3 Months Ended	7 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Description of Organization, Business Operations and Basis of Presentation	Note 1 — Description of Organization, Business Operations and Basis of Presentation These condensed consolidated financial statements include the accounts of Holicity Inc. and its consolidated subsidiary (collectively referred to as the “Company”). Holicity Inc. was incorporated in Delaware on June -icity On February -owned -owned The Sponsor intends to finance the Astra Merger in part with net proceeds from the initial public offering discussed below (see also Notes 3 and 4) and in part with the proceeds from private placements of an aggregate of 20,000,000 All activity for the period from June -operating The registration statement for the Company’s Initial Public Offering was declared effective on August 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 On August -Allotment -allotments -Allotment -Allotment -Allotment -Allotment Transaction costs amounted to $16.9 Following the closing of the Initial Public Offering, a total of $300.0 -Allotment -Allotment -7 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 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 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 The Company will have until August -share 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 6) 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.	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Holicity Inc. (the “Company”) was incorporated in Delaware on June -icity On February -owned -owned 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 -operating The registration statement for the Company’s Initial Public Offering was declared effective on August 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 On August -Allotment -allotments -Allotment -Allotment -Allotment -Allotment Transaction costs amounted to $16.9 Following the closing of the Initial Public Offering, a total of $300.0 -Allotment -Allotment Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a -7 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 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 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 The Company will have until August -share 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	3 Months Ended	7 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10 -Q -X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K -K -K -K 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 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 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. Liquidity and Capital Resources As of March Prior to the completion of the Initial Public Offering (Note 3) and the Private Placement (Note 4), the Company’s liquidity needs had been satisfied through the sponsor’s payment of $25,000 of the Company’s liabilities in exchange for the issuance of the Founder Shares, and a promissory note (the “Note”) issued by the sponsor (Note 5). The Company repaid the Note on August Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the sponsor may provide the Company Working Capital Loans (see Note 5). To date, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company has sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. 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 Marketable Securities Held in Trust Account At March Warrant Liabilities The Company accounts for warrants as either equity -classified -classified 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 -cash Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“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 March 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. 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 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 Net Loss per Common Share Net 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 -dilutive The Company’s condensed consolidated 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 The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Three months ended Class A Common Stock Numerator: Earnings allocable to Class A common stock Interest income $ 14,038 Income and franchise tax (14,038 ) 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 $ (19,962,564 ) Class A common stock net income — Net loss $ (19,962,564 ) 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 $ (2.66 ) Note: for the three months ended March -redeemable Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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 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.	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 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 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 Warrant Liabilities The Company accounts for warrants as either equity -classified -classified 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 -cash 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 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 -Allotment 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 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 related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 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 -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 The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the period 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 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 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 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 On April 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 -40 -40 -40 Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued Financial Statements for the periods ended December 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	3 Months Ended	7 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units at a purchase price of $10.00 per Unit, which includes the partial exercise by the underwriters of their option to purchase an additional 4,125,000 Units at $10.00 per Unit, generating total gross proceeds of $300.0 -third	NOTE 4. INITIAL PUBLIC OFFERING On August -third Additionally, the Company granted the underwriters a 45 -day -allotments -Allotment -Allotment -Allotment -Allotment Including the partial exercise of the Over -Allotment

Private Placement

Private Placement	3 Months Ended	7 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Private Placement [Abstract]
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering and the partial exercise of the Over -Allotment -redeemable 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.	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 On August -Allotment -Allotment 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 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	3 Months Ended	7 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On June -share sponsor. On August -for-1 ennis W -Allotment 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, if 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 -up Related Party Loans On June -interest 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 be repaid upon consummation of a Business Combination. Administrative Services Agreement The Company entered into an agreement whereby, commencing on August The sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out -of-pocket	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On June -share -for-1 officers, employees and consultants of Pendrell, and 7,137,350 -Allotment 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 -trading Related Party Loans On June -interest 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 Administrative Support Agreement The Company entered into an agreement whereby, commencing on August The sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out -of-pocket

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended	7 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 Underwriting Agreement The underwriters were paid a cash underwriting discount of $0.20 per unit, or $6.0 -Allotment	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 -Allotment Risks and Uncertainties Management continues to evaluate the impact of the COVID -19

Stockholders' Equity

Stockholders' Equity	3 Months Ended	7 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Note 7 — 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 -linked -converted 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 -linked -for-one Preferred Stock .0001 p r s Warrants If (x) the Company issues additional shares of Class A common stock or equity -linked 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 The Company may only call the Public Warrants for redemption: • • • • -trading If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Company may call both the Private Placement Warrants and the Public Warrants for redemption: • • • • -day During this 30 -day 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.	NOTE 8. STOCKHOLDERS’ EQUITY Class A Common Stock Class B Common Stock -Allotment 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 -linked -converted 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 -linked -for-one 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 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 The Company may call the Public Warrants for redemption: • • • • -trading 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, 2020 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 June 2, 2020 (inception) Federal Current $ — Deferred (137,577 ) State Current — Deferred — Change in valuation allowance 137,577 Income tax provision $ — As of December 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 A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 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	3 Months Ended	7 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 8 — Fair Value Measurements At March At March 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 March Description Level March 31, December 31, Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 300,012,660 $ 300,046,957 Liabilities: Warrant liabilities 1 28,900,000 — Warrant liabilities 3 16,906,666 27,253,333 Warrants The warrants are accounted for as liabilities in accordance with ASC 815 -40 The Company established the initial fair value for the warrants on August -third The warrants were classified as Level 3 at December The key inputs into the Monte Carlo simulation model for the warrants were as follows at March Input March 31, 2021 December 31, Risk-free interest rate 0.94 % 0.41 % Expected term (years) 5 5 Expected volatility 29.00 % 29.00 % Exercise price $ 11.50 $ 11.50 Stock price $ 11.79 $ 10.11 The Company’s use of a Monte Carlo simulation model required the use of subjective assumptions: • -free -free • • -traded • 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 at December The change in the fair value of the warrant liabilities for the period from December Warrant Fair value as of December 31,2020 $ 27,253,333 Change in fair value of warrant liabilities 18,553,333 Fair value as of March 31, 2021 $ 45,806,666	NOTE 10. FAIR VALUE MEASUREMENTS At December At December 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 Description Level December 31, 2020 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 The Company established the initial fair value for the warrants on August -third The warrants were classified as Level 3 at the measurement dates due to the use of unobservable inputs. There were no transfers between Levels The key inputs into the Monte Carlo simulation model for the warrants were as follows at initial measurement and as of December Input August 7, 2020 December 31, 2020 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: • -free -free • • -traded • -third 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 The change in the fair value of the warrant liabilities for the period from June 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 -Allotment

Proposed Business Combination

Proposed Business Combination	3 Months Ended	7 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Business Combinations [Abstract]
Proposed Business Combination	Note 9 — Proposed Business Combination On February -owned -owned Pursuant to the Business Combination Agreement, the Company has agreed to acquire all of the outstanding equity interests of Astra for approximately $2.03 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 Other Agreements Subscription Agreements The Company entered into subscription agreements (the “Subscription Agreements”), each dated as of February -for-one Investors’ Rights Agreement The Company entered into an investors’ rights agreement (the “Investors’ Rights Agreement”), dated as of February -icity -trading 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 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	NOTE 11. PROPOSED BUSINESS COMBINATION On February -owned -owned Pursuant to the Business Combination Agreement, the Company has agreed to acquire all of the outstanding equity interests of Astra for approximately $2.03 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 Other Agreements Subscription Agreements The Company entered into subscription agreements (the “Subscription Agreements”), each dated as of February -for-one Investors’ Rights Agreement The Company entered into an investors’ rights agreement (the “Investors’ Rights Agreement”), dated as of February -icity -trading 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 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	3 Months Ended	7 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through May	NOTE 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through April

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended	7 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10 -Q -X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K -K -K -K	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 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 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.	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 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
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.	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	Cash and Cash Equivalents The Company considers all short -term
Warrant Liabilities	Warrant Liabilities The Company accounts for warrants as either equity -classified -classified 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 -cash	Warrant Liabilities The Company accounts for warrants as either equity -classified -classified 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 -cash
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“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 March	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
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 -Allotment
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. 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 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	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 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 related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December
Net Income (Loss) Per Common Share	Net Loss per Common Share Net 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 -dilutive The Company’s condensed consolidated 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 The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Three months ended Class A Common Stock Numerator: Earnings allocable to Class A common stock Interest income $ 14,038 Income and franchise tax (14,038 ) 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 $ (19,962,564 ) Class A common stock net income — Net loss $ (19,962,564 ) 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 $ (2.66 ) Note: for the three months ended March -redeemable	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 -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 The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the period 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
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.	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
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	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
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.	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.
Liquidity and Capital Resources	Liquidity and Capital Resources As of March Prior to the completion of the Initial Public Offering (Note 3) and the Private Placement (Note 4), the Company’s liquidity needs had been satisfied through the sponsor’s payment of $25,000 of the Company’s liabilities in exchange for the issuance of the Founder Shares, and a promissory note (the “Note”) issued by the sponsor (Note 5). The Company repaid the Note on August Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the sponsor may provide the Company Working Capital Loans (see Note 5). To date, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company has sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At March

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	3 Months Ended	7 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Schedule of basic and diluted net loss per common share	Three months ended Class A Common Stock Numerator: Earnings allocable to Class A common stock Interest income $ 14,038 Income and franchise tax (14,038 ) 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 $ (19,962,564 ) Class A common stock net income — Net loss $ (19,962,564 ) 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 $ (2.66 )	For the period 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, 2020 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 June 2, 2020 (inception) 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)	3 Months Ended	7 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Schedule of fair value hierarchy	Description Level March 31, December 31, Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 300,012,660 $ 300,046,957 Liabilities: Warrant liabilities 1 28,900,000 — Warrant liabilities 3 16,906,666 27,253,333	Description Level December 31, 2020 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 March 31, 2021 December 31, Risk-free interest rate 0.94 % 0.41 % Expected term (years) 5 5 Expected volatility 29.00 % 29.00 % Exercise price $ 11.50 $ 11.50 Stock price $ 11.79 $ 10.11	Input August 7, 2020 December 31, 2020 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 Fair value as of December 31,2020 $ 27,253,333 Change in fair value of warrant liabilities 18,553,333 Fair value as of March 31, 2021 $ 45,806,666	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 -Allotment

Description of Organization, _2

Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($)	Aug. 11, 2020	Aug. 07, 2020	Mar. 31, 2021	Dec. 31, 2020
Description of Organization, Business Operations and Basis of Presentation (Textual)
Units in shares (in Shares)		300,000,000
Per unit price (in Dollars per share)		$ 10		$ 10
Transaction cost amount			$ 16,900,000	$ 16,900,000
Underwriting fees			6,000,000	6,000,000
Deferred underwriting fees			10,500,000	10,500,000
Other offering costs			400,000	400,000
Cash			500,000	1,000,000
Initial public offering, total			$ 300,000,000	$ 300,000,000
Business combination of owns or acquires of the voting			50.00%	50.00%
Percentage of shares to shares outstanding			20.00%	20.00%
Obligation to redeem percentage			100.00%	100.00%
Maximum net interest to pay dissolution expenses			$ 100,000	$ 100,000
Initial public offering maturity period			185 days	185 days
Stock Issued During Period, Value, New Issues				$ 25,000
Per unit price (in Dollars per share)			$ 10
Business combinations fair market value of leas percentage			80.00%
Minimum [Member]
Description of Organization, Business Operations and Basis of Presentation (Textual)
Tangible assets required to proceed with business combination net			$ 5,000,001	$ 5,000,001
Initial Public Offering [Member]
Description of Organization, Business Operations and Basis of Presentation (Textual)
Units in shares (in Shares)		30,000,000
Per unit price (in Dollars per share)		$ 10
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	5,333,333
Price per warrants issued (in Dollars per share)	$ 1.50	$ 1.50		$ 1.50
Gross proceeds	$ 500,000	$ 7,500,000		$ 8,000,000
Per share price (in Dollars per share)			$ 10	$ 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
Per unit price (in Dollars per share)	$ 10
Class A common stock [Member]
Description of Organization, Business Operations and Basis of Presentation (Textual)
Per unit price (in Dollars per share)		$ 11.50
Number of units issued (in Shares)			20,000,000
common stock, par value (in Dollars per share)			$ 0.0001	$ 0.0001
Per share price (in Dollars per share)			$ 10
Stock Issued During Period, Value, New Issues			$ 200,000,000
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
Per unit price (in Dollars per share)		$ 10

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended	7 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Summary of Significant Accounting Policies (Textual)
Amount of offering cost		$ 16,900,000
Income tax rate	0.00%	0.00%
Initial public offering and private placement shares (in Shares)	15,333,333	15,333,333
Interest earned on marketable securities held in Trust Account	$ 14,038	$ 46,957
Income taxes	14,000
Federal depository insurance coverage limit		250,000
Cash	500,000	1,000,000
Working capital	400,000
Sponsor payment	25,000
Aggregate amount	48,335
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)	23,826,936	25,823,193
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 - USD ($)	3 Months Ended	7 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Class A Common Stock [Member]
Numerator: Earnings allocable to Class A common stock
Interest income	$ 14,038	$ 46,957
Income and franchise tax	(14,038)	(46,957)
Net Income/loss
Denominator: Weighted average Class A common stock
Class A common stock, basic and diluted (in Shares)	30,000,000	30,000,000
Earnings per share/basic and diluted Class A common stock (in Dollars per share)	$ 0	$ 0
Common Class B [Member]
Numerator: Earnings allocable to Class A common stock
Net Income/loss	$ (19,962,564)	$ (7,342,273)
Class A common stock net income
Net loss	$ (19,962,564)	$ (7,342,273)
Denominator: Weighted average Class B common stock
Class B common stock, basic and diluted (in Shares)	7,500,000	7,500,000
Loss per share/basic and diluted Class B common stock (in Dollars per share)	$ (2.66)	$ (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	Mar. 31, 2021
Initial Public Offering (Textual)
Sale of units			300,000,000
Sale of stock per share (in Dollars per share)			$ 10	$ 10
Initial Public Offering [Member]
Initial Public Offering (Textual)
Sale of units			30,000,000
Sale of stock per share (in Dollars per share)			$ 10
Initial public offering to purchase			4,125,000
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 (Textual)
Sale of stock per share (in Dollars per share)			$ 11.50
Common stock, par value (in Dollars per share)				$ 0.0001	$ 0.0001
Shares forfeited	[1]
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
[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).

Private Placement (Details)

Private Placement (Details) - USD ($) $ / shares in Units, $ in Millions	Aug. 11, 2020	Aug. 07, 2020	Dec. 31, 2020	Mar. 31, 2021
Private Placement (Textual)
Warrant exercisable price per share	$ 11.50		$ 11.50
Private Placement Warrants [Member]
Private Placement (Textual)
Warrants issued (in Shares)	333,333	5,000,000	5,333,333	5,333,333
Price per warrants issued	$ 1.50	$ 1.50	$ 1.50
Gross proceeds (in Dollars)	$ 0.5	$ 7.5	$ 8
Class A common stock [Member]
Private Placement (Textual)
Minimum warrants price redemption in cash per share				$ 10
Maximum warrants price redemption in cash per share				$ 18

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Aug. 07, 2020	Jun. 04, 2020	Sep. 21, 2020	Aug. 04, 2020	Mar. 31, 2021	Dec. 31, 2020
Related Party Transactions (Textual)
Cost of founders shares		$ 25,000
Related party transaction, description				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
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, if 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) if 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, the Founder Shares will be released from the lock-up.					(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		$ 10,000
Administrative service fees						$ 48,710
Sponsor forfeited share (in Shares)			406,250
Services and fees					$ 30,000
Over-Allotment Option [Member]
Related Party Transactions (Textual)
Underwriters issued and outstanding shares percentage			20.00%
Class B Common Stock [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	$ 0.0001
Common stock, shares outstanding (in Shares)					7,500,000	7,500,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended	7 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Commitments and Contingencies (Textual)
Cash underwriting discount rate	$ 0.20	$ 0.20
Sale of stock underwriting fees	$ 6	$ 6
Payable to the underwriters per share	$ 0.35	$ 0.35
Sale of stock deferred underwriting fees	$ 10.5	$ 10.5

Stockholders' Equity (Details)

Stockholders' Equity (Details) - $ / shares	Aug. 04, 2020	Sep. 21, 2020	Mar. 31, 2021	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
Preference shares authorized			1,000,000	1,000,000
Preference shares, par value (in Dollars per share)			$ 0.0001	$ 0.0001
Warrants, description			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.	(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	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.	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, description			The Company may only 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, (i) the warrants are currently exercisable, (ii) there is an effective registration statement covering the Class A common stock issuable upon exercise of the warrants and (iii) 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.	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.
Percentage of number of shares			20.00%
PrivatePlacementWarrantsAndPublicWarrantsForRedemptionDescription			The Company may call both the Private Placement Warrants and the Public Warrants for redemption: • in whole and not in part; • at a price of $0.10 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, (i) there is an effective registration statement covering the Class A common stock issuable upon exercise of the warrants, and a current prospectus relating thereto, available throughout the 30-day redemption period, and (ii) the last reported sales price of the Class A common stock reported has been at least $10.00 per share on the trading day prior to the date on which notice of the redemption is given. During this 30-day redemption period in connection with a redemption of warrants when the price of the Class A common stock is at least $10.00 per share and no more than $18.00 per share, the holders of the warrants may elect to receive, in lieu of the redemption price, a number of shares of Class A common stock per warrant determined by reference to the table as set forth in the warrant agreement.
Class A Common Stock [Member]
Stockholders’ Equity (Textual)
Common stock, shares authorized			200,000,000	200,000,000
Common stock, par value (in Dollars per share)			$ 0.0001	$ 0.0001
Common stock, shares issued			6,173,064	4,176,807
Subject to possible redemption			23,826,936	25,823,193
Common stock, shares outstanding			6,173,064	4,176,807
Subject to possible redemption			23,826,936	25,823,193
Common Class B [Member]
Stockholders’ Equity (Textual)
Common stock, shares authorized			20,000,000	20,000,000
Common stock, par value (in Dollars per share)			$ 0.0001	$ 0.0001		$ 0.0001
Common stock, shares issued			7,500,000	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	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	Mar. 31, 2021	Dec. 31, 2020	Aug. 11, 2020	Jun. 01, 2020	[1]
Fair Value Liabilities Measured on Recurring Basis [Line Items]
Trust account		$ 300,012,660	$ 300,046,957
Expected term	5 years	5 years	5 years
Change in fair value of warrant liabilities		$ 18,553,333	$ 5,940,000
Interest earned on the Trust Account		48,335
Fair value of the warrant liabilities		$ 45,806,666	$ 27,253,333
Private Placement [Member]
Fair Value Liabilities Measured on Recurring Basis [Line Items]
Warrants outstanding (in Shares)	5,000,000	5,333,333	5,333,333	333,333
Warrants issued (in Shares)			333,333
Over-allotment [Member]
Fair Value Liabilities Measured on Recurring Basis [Line Items]
Warrants issued (in Shares)			833,333
Public Warrants [Member]
Fair Value Liabilities Measured on Recurring Basis [Line Items]
Warrants outstanding (in Shares)		10,000,000	10,000,000
Fair value per share (in Dollars per share)	$ 21.3
Aggregate values			$ 27,300,000
Change in fair value of warrant liabilities		$ 18,553,333	5,940,000
Fair value of the warrant liabilities		$ 45,806,666	$ 27,253,333		$ 21,313,333
[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.

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of fair value hierarchy - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Level1 [Member]
Liabilities:
Warrant Liabilities	$ 28,900,000
Level1 [Member] | U.S. Treasury Securities Money Market Fund [Member]
Assets:
Marketable securities held in Trust Account	300,012,660	300,046,957
Level 3 [Member]
Liabilities:
Warrant Liabilities	$ 16,906,666	27,253,333
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	Mar. 31, 2021	Dec. 31, 2020
Schedule of monte carlo simulation model for the private placement warrants and public warrants [Abstract]
Risk-free interest rate	0.28%	0.94%	0.41%
Expected term (years)	5 years	5 years	5 years
Expected volatility	28.00%	29.00%	29.00%
Exercise price	$ 11.50	$ 11.50	$ 11.50
Stock price	$ 9.50	$ 11.79	$ 10.11

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities - Public Warrants [Member] - USD ($)	3 Months Ended	7 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Beginning balance	$ 27,253,333	$ 21,313,333	[1]
Change in fair value of warrant liabilities	18,553,333	5,940,000
Ending balance	$ 45,806,666	$ 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) $ / 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%
Subsequent Event [Member]
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
Class A Common Stock [Member] | Subsequent Event [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

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share - USD ($)	3 Months Ended	7 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Class A Common Stock [Member]
Numerator: Earnings allocable to Class A common stock
Interest income	$ 14,038	$ 46,957
Income and franchise tax	(14,038)	(46,957)
Net income (loss)
Denominator: Weighted average Class A common stock
Class A common stock, basic and diluted (in Shares)	30,000,000	30,000,000
Earnings per share/basic and diluted Class A common stock (in Dollars per share)	$ 0	$ 0
Class B Common Stock [Member]
Numerator: Earnings allocable to Class A common stock
Net income (loss)	$ (19,962,564)	$ (7,342,273)
Numerator: Net loss less Class A common stock net income
Class A common stock net income
Net loss	$ (19,962,564)	$ (7,342,273)
Denominator: Weighted average Class B common stock
Class B common stock, basic and diluted (in Shares)	7,500,000	7,500,000
Loss per share/basic and diluted Class B common stock (in Dollars per share)	$ (2.66)	$ (0.98)

Fair Value Measurements (Deta_5

Fair Value Measurements (Details) - Schedule of fair value hierarchy - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Level 1 [Member]
Liabilities:
Warrant liabilities	$ 28,900,000
Level 1 [Member] | U.S. Treasury Securities Money Market Fund [Member]
Assets:
Marketable securities held in Trust Account	300,012,660	300,046,957
Level 3 [Member]
Liabilities:
Warrant liabilities	$ 16,906,666	$ 27,253,333

Fair Value Measurements (Deta_6

Fair Value Measurements (Details) - Schedule of monte carlo simulation model for the private placement warrants and public warrants - $ / shares	Aug. 07, 2020	Mar. 31, 2021	Dec. 31, 2020
Schedule of monte carlo simulation model for the private placement warrants and public warrants [Abstract]
Risk-free interest rate	0.28%	0.94%	0.41%
Expected term (years)	5 years	5 years	5 years
Expected volatility	28.00%	29.00%	29.00%
Exercise price	$ 11.50	$ 11.50	$ 11.50
Stock price	$ 9.50	$ 11.79	$ 10.11

Fair Value Measurements (Deta_7

Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities - Public Warrants [Member] - USD ($)	3 Months Ended	7 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Beginning balance	$ 27,253,333	$ 21,313,333	[1]
Change in fair value of warrant liabilities	18,553,333	5,940,000
Ending balance	$ 45,806,666	$ 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.