GO Acquisition (GOAC) 10-K/A 10 Mar 22 2020 FY Annual report (amended) Financial data

Document And Entity Information

Document And Entity Information - USD ($)	7 Months Ended
	Dec. 31, 2020	Mar. 08, 2022	Jun. 30, 2020
Document Information Line Items
Entity Registrant Name	GO Acquisition Corp.
Document Type	10-K/A
Current Fiscal Year End Date	--12-31
Entity Public Float			$ 0
Amendment Flag	true
Amendment Description	In preparation of the Company’s financial statements as of and for the quarterly period ended September 30, 2021, the Company concluded it should revise its previously filed financial statements to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity, or total stockholders’ equity (deficit). Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with its financial statements for quarterly period ended September 30, 2021, the Company revised this interpretation to include temporary equity in net tangible assets. In addition, in connection with the change in presentation for the Class A common stock subject to possible redemption, the Company determined it should restate its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company.After further consideration of the impact of the error that led to the revised September 30, 2021 financial statements, on March 7, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued (i) audited balance sheet as of August 7, 2020 (the “Post IPO Balance Sheet”), as previously revised in the Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2020, filed with the SEC on May 25, 2021 (“2020 Form 10-K/A No. 1”), (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, filed with the SEC on November 16, 2020, (iii) audited financial statements included in the 2020 Form 10-K/A No. 1, (iv) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 25, 2021; (v) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 17, 2021 and (vi) Note 1 to the unaudited interim financial statements and Item 4 of Part 1 included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 15, 2021 (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company will restate its financial statements for the Affected Periods in this Form 10-K/A for the Post IPO Balance Sheet and the Company’s audited financial statements included in the 2020 Form 10-K/A No. 1. The unaudited condensed financial statements for the periods ended March 31, 2021 and June 30, 2021 will be amended in the Company’s Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021, to be filed with the SEC (the “Q3 Form 10-Q”).The restatement does not have an impact on the Company’s cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”).The Company’s management has concluded that a material weakness remains in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness will be described in more detail in Item 4 of Part 1 to the Q3 Form 10-Q. We are filing this Amendment No. 2 to amend and restate the First Amended Filing with modification as necessary to reflect the restatements. The following items have been amended to reflect the restatements: Part I, Item 1A. Risk Factors Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations Part II, Item 8. Financial Statements and Supplementary Data Part II, Item 9A Controls and Procedures In addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing in connection with this Form 10-K/A (Exhibits 31.1, 31.2, 32.1 and 32.2). Except as described above, no other information included in the Annual Report on Form 10-K of the Company as of and for the period ended December 31, 2020, as filed with the SEC on March 30, 2021 (the “Original Filing”) or the First Amended Filing is being amended or updated by this Amendment No. 2 and, other than as described herein, this Amendment No. 2 does not purport to reflect any information or events subsequent to the Original Filing or the First Amended Filing. We have not amended our previously filed Quarterly Report on Form 10-Q for the period affected by the restatement or our previously filed balance sheet, dated August 7, 2020, on Form 8-K. This Amendment No. 2 continues to describe the conditions as of the date of the Original Filing or the First Amended Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Filing or the First Amended Filing. Accordingly, this Amendment No. 2 should be read in conjunction with the Original Filing and the First Amended Filing and with our filings with the SEC subsequent to the Original Filing.
Entity Central Index Key	0001816176
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-39770
Entity Incorporation, State or Country Code	DE
Entity Interactive Data Current	Yes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		57,500,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		14,375,000

Balance Sheet

Balance Sheet	Dec. 31, 2020USD ($)
Current assets:
Cash	$ 1,274,139
Prepaid expenses	247,305
Total current assets	1,521,444
Investments held in Trust Account	575,253,315
Total assets	576,774,759
Current liabilities:
Accounts payable	4,000
Accrued expenses	123,120
Franchise tax payable	110,187
Income tax payable	30,057
Note payable - related party	200,000
Total current liabilities	467,364
Deferred underwriting commissions in connection with the initial public offering	20,125,000
Derivative warrant liabilities	42,556,470
Total liabilities	63,148,834
Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 57,500,000 shares at $10.00 per share at December 31, 2020	575,000,000
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; none issued or outstanding
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 14,375,000 shares issued and outstanding	1,438
Additional paid-in capital
Accumulated deficit	(61,375,513)
Total Stockholders' Deficit	(61,374,075)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit	$ 576,774,759

Balance Sheet (Parentheticals)

Balance Sheet (Parentheticals)	Dec. 31, 2020$ / sharesshares
Common stock subject to possible redemption per share (in Dollars per share) | $ / shares	$ 10
Preferred stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock, shares subject to possible redemption, per share (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares subject to possible redemption, shares issued	57,500,000
Common stock, shares subject to possible redemption, shares outstanding	57,500,000
Common stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	200,000,000
Common stock, shares issued
Common stock, shares outstanding
Class B Common Stock
Common stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	20,000,000
Common stock, shares issued	14,375,000
Common stock, shares outstanding	14,375,000

Statement of Operations

Statement of Operations	7 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
General and administrative expenses	$ 207,590
Franchise tax expense	110,187
Loss from operations	(317,777)
Other income (expenses):
Change in fair value of derivative warrant liabilities	(8,717,310)
Financing costs - derivative warrant liabilities	(1,281,140)
Net gain from investments held in the Trust Account	253,315
Loss before income tax expense	(10,062,912)
Income tax expense	30,057
Net income	$ (10,092,969)
Class A Common Stock
Other income (expenses):
Weighted average shares outstanding of Class A common stock, basic and diluted (in Shares) | shares	42,265,625
Basic and diluted net income per share, Class A common stock (in Dollars per share) | $ / shares	$ (0.18)
Class B Common Stock
Other income (expenses):
Weighted average shares outstanding of Class A common stock, basic and diluted (in Shares) | shares	13,490,933
Basic and diluted net income per share, Class A common stock (in Dollars per share) | $ / shares	$ (0.18)

Statement of Changes in Stockho

Statement of Changes in Stockholders’ Equity - USD ($)	Class ACommon Stock	Class BCommon Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Jun. 11, 2020
Balance (in Shares) at Jun. 11, 2020
Balance at Jun. 11, 2020
Balance (in Shares) at Jun. 11, 2020
Issuance of Class B common stock to Sponsor		$ 1,438	23,562		25,000
Issuance of Class B common stock to Sponsor (in Shares)		14,375,000
Excess of cash received over fair value of private placement warrants			2,520,630		2,520,630
Accretion of Class A common stock subject to possible redemption			$ (2,544,192)	(51,282,544)	(53,826,736)
Net loss				(10,092,969)	(10,092,969)
Balance at Dec. 31, 2020		$ 1,438		$ (61,375,513)	$ (61,374,075)
Balance (in Shares) at Dec. 31, 2020		14,375,000

Statement of Cash Flows

Statement of Cash Flows	7 Months Ended
	Dec. 31, 2020USD ($)
Cash Flows from Operating Activities:
Net loss	$ (10,092,969)
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of derivative warrant liabilities	8,717,310
Financing costs - derivative warrant liabilities	1,281,140
Net gain from investments held in Trust Account	(253,315)
Changes in operating assets and liabilities:
Prepaid expenses	(247,305)
Accounts payable	4,000
Accrued expenses	38,120
Franchise tax payable	110,187
Income tax payable	30,057
Net cash used in operating activities	(412,775)
Cash Flows from Investing Activities:
Cash deposited in Trust Account	(575,000,000)
Net cash used in investing activities	(575,000,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor	25,000
Proceeds from note payable to related party	200,000
Proceeds received from initial public offering, gross	575,000,000
Proceeds received from private placement	13,500,000
Offering costs paid	(12,038,086)
Net cash provided by financing activities	576,686,914
Net increase (decrease) in cash	1,274,139
Cash - beginning of the period
Cash - end of the period	1,274,139
Supplemental disclosure of noncash activities:
Offering costs included in accrued expenses	85,000
Deferred underwriting commissions in connection with the initial public offering	20,125,000
Accretion of Class A common stock subject to possible redemption	$ 53,826,736

Description of Organization, Bu

Description of Organization, Business Operations and Basis of Presentation	7 Months Ended
	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 GO Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on June 12, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company may pursue targets in any industry, the Company intends to focus its efforts on travel-related and travel-adjacent businesses with either all or a substantial portion of their activities in North America or Europe. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. The Company has neither engaged in any operations nor generated revenue to date. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”). As of December 31, 2020, the Company had not commenced any operations. All activity for the period from June 12, 2020 (inception) through December 31, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”) described below, and, since the Initial Public Offering, the search for a potential target business. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is GO Acquisition Founder LLC, a Delaware corporation (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on August 4, 2020. On August 7, 2020, the Company consummated its Initial Public Offering of 50,000,000 units (the “Units”) at $10.00 per Unit, generating gross proceeds of $500.0 million, and incurring offering costs of approximately $28.1 million, inclusive of $17.5 million in deferred underwriting commissions (Note 6). The Company granted the underwriters in the IPO (the “Underwriters”) a 45-day option to purchase up to 7,500,000 additional Units to cover over-allotments, if any. The Underwriters exercised the over-allotment option in full on September 21, 2020 and purchased an additional 7,500,000 Units (the “Over-Allotment Units”), generating gross proceeds of $75.0 million (the “Over-Allotment”), and incurred additional offering costs of approximately $4.1 million in underwriting fees (inclusive of approximately $2.6 million in deferred underwriting fees). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 8,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $12.0 million. Simultaneously with the closing of the Over-Allotment Units, on September 21, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 1,000,000 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of $1.5 million (Note 5). Upon the closing of the Initial Public Offering, the Over-Allotment and the Private Placement, $575.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States at JP Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities” within the meaning of 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 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company 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 (excluding the amount of the deferred underwriting discounts 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-business combination company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company will provide the holders of the Company’s outstanding shares of Class A common stock (the “Public Stockholders”), par value $0.0001 per share, sold in the Initial Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If the Company seeks stockholder approval of a Business Combination, it will consummate the Business Combination only if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem such stockholder’s Public Shares irrespective of whether such stockholder votes for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor and the Company’s officers and directors have agreed to vote any Founder Shares (as defined below in Note 5) owned by them and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Sponsor and the Company’s officers and directors have agreed to waive their redemption rights with respect to any Founder Shares and Public Shares owned by them in connection with the completion of a Business Combination. The Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors have agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or August 7, 2022 (as may be extended by approval of the Company’s stockholders, the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors 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 Sponsor or the Company’s officers or directors acquire Public Shares 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 held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the 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) not 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, 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. Basis of Presentation The accompanying financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. As described in Note 2—Restatement of Previously Issued Financial Statements and Note 11 – Quarterly Financial Information (Unaudited), the Company’s financial statements as of December 31, 2020, and the period from June 12, 2020 (inception) through December 31, 2020, the audited balance sheet as of August 7, 2020, and the unaudited interim financial statements as of, and for the quarterly period ended September 30, 2020 (collectively, the “Affected Periods”), are restated in this Annual Report on Form 10-K/A (Amendment No. 1) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited and unaudited condensed financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. Emerging Growth Company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company 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. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating a Business Combination.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	7 Months Ended
	Dec. 31, 2020
Condensed Financial Information Disclosure [Abstract]
Restatement of Previously Issued Financial Statements	Note 2 — Restatement of Previously Issued Financial Statements In connection with the change in presentation of Class A common stock subject to possible redemption, the Company concluded it should restate its previously filed financial statements to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity, or total stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with its financial statements for quarterly period ended September 30, 2021, the Company revised this interpretation to include temporary equity in net tangible assets. In addition, in connection with the change in presentation for the Class A common stock subject to possible redemption, the Company determined it should restate its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error. Therefore, the Company, in consultation with its Audit Committee, concluded that the following financial statements should be restated: (i) audited balance sheet as of August 7, 2020 (the “Post IPO Balance Sheet”), as previously revised in the Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2020, filed with the SEC on May 25, 2021 (“2020 Form 10-K/A No. 1”); (ii) audited financial statements included in the 2020 Form 10-K/A No. 1; (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, filed with the SEC on November 16, 2020; (iv) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 18, 2021; and (v) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 17, 2021 (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company will restate its financial statements for the Affected Periods in this Form 10-K/A for the Post IPO Balance Sheet and the Company’s audited financial statements included in the 2020 Form 10-K/A No. 1. The unaudited condensed financial statements for the periods ended March 31, 2021 and June 30, 2021 will be amended in the Company’s Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021, to be filed with the SEC (the “Q3 Form 10-Q”). The restatement does not have an impact on the Company’s cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”). The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of September 30, 2020: As of September 30, 2020 As Reported, As Previously Restated in 10-K/A Amendment No. 1 Adjustment As Restated Class A common stock subject to redemption 551,183,500 23,816,500 575,000,000 Class A common stock 238 (238 ) - Additional paid-in capital 5,091,738 (5,091,738 ) - Accumulated deficit (93,409 ) (49,712,074 ) (49,805,483 ) Total Stockholders' equity (deficit) $ 5,000,005 $ (54,804,050 ) $ (49,804,045 ) The Company’s statement of stockholders’ equity (deficit) has been restated to reflect the changes to the impacted shareholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from June 12, 2020 (inception) through September 30, 2020: For the period from June 12, 2020 (inception) through September 30, 2020 As Reported, Adjustment As Restated Initial value of Class A common stock subject to possible redemption $ 478,891,280 $ (478,891,280 ) $ - Change in value of Class A common stock subject to possible redemption $ 72,292,220 $ (72,292,220 ) $ - The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the period from June 12, 2020 (inception) through September 30, 2020: Earnings (Loss) Per Share As Reported, Adjustment As Restated For the Period from June 12, 2020 (Inception) through September 30, 2020 Net loss $ (93,409 ) $ - $ (93,409 ) Weighted average shares outstanding - Class A common stock 51,363,636 (23,393,339 ) 27,970,297 Basic and diluted earnings per share - Class A common stock $ - $ (0.00 ) $ (0.00 ) Weighted average shares outstanding - Class B common stock 14,375,000 (1,689,356 ) 12,685,644 Basic and diluted earnings per share - Class B common stock $ (0.01 ) $ 0.01 $ (0.00 ) The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of December 31, 2020: As Reported, As Previously Restated in 10-K/A Amendment No. 1 Adjustment As Restated As of December 31, 2020 Class A common stock subject to redemption 551,182,390 23,817,610 575,000,000 Class A common stock 238 (238 ) - Additional paid-in capital 5,092,848 (5,092,848 ) - Accumulated deficit (94,519 ) (61,280,994 ) (61,375,513 ) Total Stockholders' equity (deficit) $ 5,000,005 $ (66,374,080 ) $ (61,374,075 ) The Company’s statement of stockholders’ equity (deficit) has been restated to reflect the changes to the impacted shareholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from June 12, 2020 (inception) through December 31, 2020: For the period from June 12, 2020 As Reported, Adjustment As Restated Initial value of Class A common stock subject to possible redemption $ 517,427,120 $ (517,427,120 ) $ - Change in value of Class A common stock subject to possible redemption $ (8,801,200 ) $ 8,801,200 $ - The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the period from June 12, 2020 (inception) through December 31, 2020: Earnings (Loss) Per Share As Reported, Adjustment As Restated For the Period from June 12, 2020 (Inception) through December 31, 2020 Net loss $ (10,092,969 ) $ - $ (10,092,969 ) Weighted average shares outstanding - Class A common stock 55,204,082 (13,157,450 ) 42,046,632 Basic and diluted loss per share - Class A common stock $ - $ (0.18 ) $ (0.18 ) Weighted average shares outstanding - Class B common stock 13,490,933 - 13,490,933 Basic and diluted loss per share - Class B common stock $ (0.76 ) $ 0.58 $ (0.18 ) The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of August 7, 2020: As of August 7, 2020 As Reported, Adjustment As Restated Class A common stock subject to redemption at $10.00 per share 478,891,280 21,108,720 500,000,000 Class A common stock 211 (211 ) - Additional paid-in capital 5,029,435 (5,029,435 ) - Accumulated deficit (31,076 ) (45,716,594 ) (45,747,670 ) Total Stockholders' equity (deficit) $ 5,000,008 $ (50,746,240 ) $ (45,746,232 ) Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. As of December 31, 2020, there were 57,500,000 shares of Class A common stock outstanding, which were all subject to possible redemption. The Class A common stock issued in the Initial Public Offering and issued as part of the Over-Allotment Units were recognized in Class A common stock subject to possible redemption as follows: Gross proceeds from Initial Public Offering $ 575,000,000 Less: Fair value of Public Warrants at issuance (22,859,790 ) Offering costs allocated to Class A common stock subject to possible redemption (30,966,946 ) Plus: Accretion on Class A common stock subject to possible redemption amount 53,826,736 Class A common stock subject to possible redemption $ 575,000,000 Going Concern At December 31, 2020, the Company had cash of approximately $1.3 million and working capital of approximately $1.1 million. The Company’s liquidity needs since inception had been satisfied through the cash receipt of $25,000 from the Sponsor to purchase the Founder Shares and a loan of $200,000 pursuant to the Note issued to the Sponsor (Note 5). Subsequent to August 7, 2020, the Company’s liquidity needs had been satisfied with the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Note remains unpaid as of December 31, 2020 and is due on demand. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 5). As of December 31, 2020, there were no Working Capital Loans outstanding. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until August 7, 2022 to consummate the proposed Business Combination. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 7, 2022. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by August 7, 2022.

Summary of Significant Accounti

Summary of Significant Accounting Policies	7 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 3 — Summary of Significant Accounting Policies Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results can differ from those estimates. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation 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. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2020, the Company had no cash equivalents. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, note payable – related party, franchise tax payable and income tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, 57,500,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of Class A common stock subject to possible redemption resulted in charges against additional paid-in capital and accumulated deficit. Offering Costs Deferred offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. Derivative Warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 19,166,667 issued common stock warrants to investors and the 9,000,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. Net Loss Per Common Share The Company has two classes of shares, Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 28,166,667 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per common share is the same as basic earnings per common share for the period presented. Accretion associated with the Class A common stock subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net loss per share of common stock: For the period from Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income (7,650,860 ) (2,442,109 ) Denominator: Basic and diluted weighted average common shares outstanding 42,265,625 13,490,933 Basic and diluted net loss per common share $ (0.18 ) $ (0.18 ) Recent Accounting Pronouncements 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.

Initial Public Offering

Initial Public Offering	7 Months Ended
	Dec. 31, 2020
Initial Public Offering [Abstract]
Initial Public Offering	Note 4 — Initial Public Offering On August 7, 2020, the Company consummated its Initial Public Offering of 50,000,000 Units at $10.00 per Unit, generating gross proceeds of $500.0 million. The underwriters exercised the over-allotment option in full and on September 21, 2020 purchased an additional 7,500,000 Over-Allotment Units, generating additional gross proceeds of $75.0 million. The Company incurred offering costs of approximately $32.2 million, including approximately $20.1 million in deferred underwriting commissions. Each Unit consisted of one share of Class A common stock and one-third of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

Related Party Transactions

Related Party Transactions	7 Months Ended
	Dec. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares In June 2020, the Sponsor purchased 14,375,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), for an aggregate price of $25,000. In July 2020, the Sponsor transferred 25,000 Founder Shares to each of the Company’s independent directors at their original purchase price. The holders of the Founder Shares (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: (a) one year after the completion of the initial Business Combination and (b) upon completion of the initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock 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 (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of the stockholders having the right to exchange their Class A common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering and the Over-Allotment, on August 7, 2020 and September 21, 2020, respectively, the Company consummated the Private Placement of 9,000,000 Private Placement Warrants in the aggregate at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $13.5 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On June 22, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. As of December 31, 2020, the Company borrowed $200,000 under the Note. The Company has not repaid the Note as of December 31, 2020 and the Note is due on demand. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2020, the Company had no borrowings under the Working Capital Loans. The Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers or directors, or their affiliates.

Commitments & Contingencies

Commitments & Contingencies	7 Months Ended
	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	Note 6 — Commitments & 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. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 7,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters fully exercised their over-allotment option on September 21, 2020. The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $11.5 million in the aggregate, paid upon the closing of the Initial Public Offering and Over-Allotment. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Unit, or $20.1 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Derivative Warrant Liabilities

Derivative Warrant Liabilities	7 Months Ended
	Dec. 31, 2020
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative warrant liabilities	Note 7 — Derivative warrant liabilities As of December 31, 2020, the Company had 19,166,667 and 9,000,000 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (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 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of the Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption . The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of the Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of the Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Initial Stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company completes its 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 $10.00 and $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like). Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A common stock; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like); and ● if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of the Class A common stock shall mean the volume-weighted average price of the Class A common stock for the ten trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide its warrant holders with the final fair market value no later than one business day after the 10-day trading period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of the Class A common stock per warrant (subject to adjustment). 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.

Stockholders_ Equity (Deficit)

Stockholders’ Equity (Deficit)	7 Months Ended
	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
Stockholders’ Equity (Deficit)	Note 8 — Stockholders’ Equity (Deficit) 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 the Company’s stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock on the first business day following the completion of the initial Business Combination at a ratio such that the number of shares of the Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of shares of the Class A common stock and Class B common stock issued and outstanding upon completion of the Initial Public Offering, plus (ii) the sum of (a) all shares of the Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued by the Company in connection with or in relation to the completion of the initial Business Combination, excluding (1) any shares of the Class A common stock or equity-linked securities exercisable or exchangeable for or convertible into shares of the Class A common stock issued, or to be issued, to any seller in the initial Business Combination, and (2) any private placement warrants issued to the Sponsor or any of its affiliates upon conversion of Working Capital Loans, minus (b) the number of Public Shares redeemed by Public Stockholders in connection with the initial Business Combination. In no event will the shares of the Class B common stock convert into shares of the Class A common stock at a rate of less than one-to-one. Preferred Stock

Fair Value Measurements

Fair Value Measurements	7 Months Ended
	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 9. Fair Value Measurements The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: December 31, 2020 Description Quoted Prices in Active Markets Significant Significant Other Unobservable Inputs Assets: Investments held in Trust Account $ 575,253,315 $ - $ - Liabilities: Derivative warrant liabilities $ 28,661,420 $ - $ 13,895,050 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement as of September 30, 2020, as the Public Warrants were separately listed and traded. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. For the period from June 12, 2020 (inception) through ended December 31, 2020, the Company recognized an unrealized loss to the statement of operations resulting from an increase in the fair value of liabilities of approximately $8.7 million presented as change in fair value of derivative warrant liabilities on the accompanying statement of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of As of As of Volatility 20.0 % 17.7 % 21.0 % Stock price $ 9.60 $ 9.84 $ 10.19 Expected life of the options to convert 6.57 6.42 6.16 Risk-free rate 0.32 % 0.41 % 0.53 % Dividend yield 0.0 % 0.0 % 0.0 % The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the period from June 12, 2020 (inception) through December 31, 2020 is summarized as follows: Derivative warrant liabilities at June 12, 2020 (inception) $ - Issuance of Public and Private Warrants, Level 3 inputs 33,839,160 Change in fair value of derivative warrant liabilities (981,570 ) Transfer of Public Warrants to Level 1 (22,859,790 ) Derivative warrant liabilities - Level 3, at September 30, 2020 9,997,800 Change in fair value of Private Warrants 3,897,250 Derivative warrant liabilities - Level 3, at December 31, 2020 $ 13,895,050

Income Taxes

Income Taxes	7 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income Taxes	Note 10 — Income Taxes The Company’s taxable income primarily consists of income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. The income tax provision (benefit) consists of the following: Period from June 12, Current Federal $ 30,057 State - Deferred Federal (43,594 ) State - Change in valuation allowance 43,594 Income tax provision $ 30,057 The Company’s net deferred tax assets are as follows: December 31, Deferred tax assets: Start-up/Organization costs $ 43,594 Total deferred tax assets 43,594 Valuation allowance (43,594 ) Deferred tax asset, net of allowance $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. As of December 31, 2020, the valuation allowance was approximately $44,000. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: December 31, Statutory Federal income tax rate 21.0 % Financing cost (2.7 )% Change in fair value of warrant liabilities (18.2 )% Change in Valuation Allowance (0.4 )% Effective tax rate (0.3 )% There were no unrecognized tax benefits as of December 31, 2020. No amounts were accrued for the payment of interest and penalties at December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Subsequent Events

Subsequent Events	7 Months Ended
	Dec. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 11 — Subsequent Events The Company evaluated subsequent events to determine if events or transactions occurring through the date the financial statements were issued, require potential adjustment to or disclosure in the financial statements and has concluded that, except with respect to the restatements described in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	7 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results can differ from those estimates. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation 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.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2020, the Company had no cash equivalents.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, note payable – related party, franchise tax payable and income tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, 57,500,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of Class A common stock subject to possible redemption resulted in charges against additional paid-in capital and accumulated deficit.
Offering Costs	Offering Costs Deferred offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering.
Derivative Warrant liabilities	Derivative Warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 19,166,667 issued common stock warrants to investors and the 9,000,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.
Net Loss Per Common Share	Net Loss Per Common Share The Company has two classes of shares, Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 28,166,667 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per common share is the same as basic earnings per common share for the period presented. Accretion associated with the Class A common stock subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net loss per share of common stock: For the period from Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income (7,650,860 ) (2,442,109 ) Denominator: Basic and diluted weighted average common shares outstanding 42,265,625 13,490,933 Basic and diluted net loss per common share $ (0.18 ) $ (0.18 )
Recent Accounting Pronouncements	Recent Accounting Pronouncements 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 Iss_2

Restatement of Previously Issued Financial Statements (Tables)	7 Months Ended
	Dec. 31, 2020
Condensed Financial Information Disclosure [Abstract]
Schedule of restatement on balance sheet, statement of operations and statement of cash flows	As of September 30, 2020 As Reported, As Previously Restated in 10-K/A Amendment No. 1 Adjustment As Restated Class A common stock subject to redemption 551,183,500 23,816,500 575,000,000 Class A common stock 238 (238 ) - Additional paid-in capital 5,091,738 (5,091,738 ) - Accumulated deficit (93,409 ) (49,712,074 ) (49,805,483 ) Total Stockholders' equity (deficit) $ 5,000,005 $ (54,804,050 ) $ (49,804,045 ) For the period from June 12, 2020 (inception) through September 30, 2020 As Reported, Adjustment As Restated Initial value of Class A common stock subject to possible redemption $ 478,891,280 $ (478,891,280 ) $ - Change in value of Class A common stock subject to possible redemption $ 72,292,220 $ (72,292,220 ) $ - Earnings (Loss) Per Share As Reported, Adjustment As Restated For the Period from June 12, 2020 (Inception) through September 30, 2020 Net loss $ (93,409 ) $ - $ (93,409 ) Weighted average shares outstanding - Class A common stock 51,363,636 (23,393,339 ) 27,970,297 Basic and diluted earnings per share - Class A common stock $ - $ (0.00 ) $ (0.00 ) Weighted average shares outstanding - Class B common stock 14,375,000 (1,689,356 ) 12,685,644 Basic and diluted earnings per share - Class B common stock $ (0.01 ) $ 0.01 $ (0.00 ) As Reported, As Previously Restated in 10-K/A Amendment No. 1 Adjustment As Restated As of December 31, 2020 Class A common stock subject to redemption 551,182,390 23,817,610 575,000,000 Class A common stock 238 (238 ) - Additional paid-in capital 5,092,848 (5,092,848 ) - Accumulated deficit (94,519 ) (61,280,994 ) (61,375,513 ) Total Stockholders' equity (deficit) $ 5,000,005 $ (66,374,080 ) $ (61,374,075 ) For the period from June 12, 2020 As Reported, Adjustment As Restated Initial value of Class A common stock subject to possible redemption $ 517,427,120 $ (517,427,120 ) $ - Change in value of Class A common stock subject to possible redemption $ (8,801,200 ) $ 8,801,200 $ - Earnings (Loss) Per Share As Reported, Adjustment As Restated For the Period from June 12, 2020 (Inception) through December 31, 2020 Net loss $ (10,092,969 ) $ - $ (10,092,969 ) Weighted average shares outstanding - Class A common stock 55,204,082 (13,157,450 ) 42,046,632 Basic and diluted loss per share - Class A common stock $ - $ (0.18 ) $ (0.18 ) Weighted average shares outstanding - Class B common stock 13,490,933 - 13,490,933 Basic and diluted loss per share - Class B common stock $ (0.76 ) $ 0.58 $ (0.18 ) As of August 7, 2020 As Reported, Adjustment As Restated Class A common stock subject to redemption at $10.00 per share 478,891,280 21,108,720 500,000,000 Class A common stock 211 (211 ) - Additional paid-in capital 5,029,435 (5,029,435 ) - Accumulated deficit (31,076 ) (45,716,594 ) (45,747,670 ) Total Stockholders' equity (deficit) $ 5,000,008 $ (50,746,240 ) $ (45,746,232 )
Schedule of Class A common stock issued in the initial public offering	Gross proceeds from Initial Public Offering $ 575,000,000 Less: Fair value of Public Warrants at issuance (22,859,790 ) Offering costs allocated to Class A common stock subject to possible redemption (30,966,946 ) Plus: Accretion on Class A common stock subject to possible redemption amount 53,826,736 Class A common stock subject to possible redemption $ 575,000,000

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	7 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Schedule of calculation of basic and diluted net loss per share of common stock	For the period from Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income (7,650,860 ) (2,442,109 ) Denominator: Basic and diluted weighted average common shares outstanding 42,265,625 13,490,933 Basic and diluted net loss per common share $ (0.18 ) $ (0.18 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	7 Months Ended
	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Schedule of fair value of held-to-maturity securities	December 31, 2020 Description Quoted Prices in Active Markets Significant Significant Other Unobservable Inputs Assets: Investments held in Trust Account $ 575,253,315 $ - $ - Liabilities: Derivative warrant liabilities $ 28,661,420 $ - $ 13,895,050
Schedule of Level 3 fair value measurements	As of As of As of Volatility 20.0 % 17.7 % 21.0 % Stock price $ 9.60 $ 9.84 $ 10.19 Expected life of the options to convert 6.57 6.42 6.16 Risk-free rate 0.32 % 0.41 % 0.53 % Dividend yield 0.0 % 0.0 % 0.0 %
Schedule of fair value of the derivative warrant liabilities measured with Level 3	Derivative warrant liabilities at June 12, 2020 (inception) $ - Issuance of Public and Private Warrants, Level 3 inputs 33,839,160 Change in fair value of derivative warrant liabilities (981,570 ) Transfer of Public Warrants to Level 1 (22,859,790 ) Derivative warrant liabilities - Level 3, at September 30, 2020 9,997,800 Change in fair value of Private Warrants 3,897,250 Derivative warrant liabilities - Level 3, at December 31, 2020 $ 13,895,050

Income Taxes (Tables)

Income Taxes (Tables)	7 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Schedule of income tax provision (benefit)	Period from June 12, Current Federal $ 30,057 State - Deferred Federal (43,594 ) State - Change in valuation allowance 43,594 Income tax provision $ 30,057
Schedule of deferred tax assets or liabilities	December 31, Deferred tax assets: Start-up/Organization costs $ 43,594 Total deferred tax assets 43,594 Valuation allowance (43,594 ) Deferred tax asset, net of allowance $ -
Schedule of federal income tax rate to the Company’s effective tax rate	December 31, Statutory Federal income tax rate 21.0 % Financing cost (2.7 )% Change in fair value of warrant liabilities (18.2 )% Change in Valuation Allowance (0.4 )% Effective tax rate (0.3 )%

Description of Organization, _2

Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($)	Aug. 07, 2020	Sep. 21, 2020	Dec. 31, 2020
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Unit price (in Dollars per share)			$ 10
Gross proceeds from issuance offering	$ 500,000,000	$ 13,500,000	$ 575,000,000
Offering costs		4,100,000	32,200,000
Deferred underwriting fees		2,600,000	$ 20,100,000
Initial public offering, description			Upon the closing of the Initial Public Offering, the Over-Allotment and the Private Placement, $575.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States at JP Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities” within the meaning of 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 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.
Minimum percentage of trust account required for business combination			80.00%
Common stock, par value (in Dollars per share)			$ 0.0001
Net tangible assets			$ 5,000,001
Aggregate public shares, percentage			15.00%
Redeem public shares, percentage			100.00%
Business combination, term			24 months
Dissolution expenses			$ 100,000
Initial Public Offering [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Number of units issued in transaction (in Shares)	50,000,000
Unit price (in Dollars per share)	$ 10
Gross proceeds from issuance offering	$ 500,000,000
Offering costs	28,100,000
Deferred underwriting commissions	$ 17,500,000
Over-Allotment Option [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Gross proceeds from issuance offering		$ 75,000,000
Purchase of shares (in Shares)	7,500,000	7,500,000
Private Placement [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Unit price (in Dollars per share)			$ 1.50
Purchase of shares (in Shares)		1,000,000
Purchase of warrants, shares (in Shares)	9,000,000		8,000,000
Gross proceeds			$ 12,000,000
Sponsor [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Gross proceeds from issuance offering		$ 1,500,000
Business Combination [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Percentage of outstanding voting securities			50.00%
Business combination, description			Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the 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) not 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”).

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details)	7 Months Ended
	Dec. 31, 2020USD ($)shares
Restatement of Previously Issued Financial Statements (Details) [Line Items]
Net tangible assets	$ 5,000,001
Restatement, description	Therefore, the Company, in consultation with its Audit Committee, concluded that the following financial statements should be restated: (i) audited balance sheet as of August 7, 2020 (the “Post IPO Balance Sheet”), as previously revised in the Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2020, filed with the SEC on May 25, 2021 (“2020 Form 10-K/A No. 1”); (ii) audited financial statements included in the 2020 Form 10-K/A No. 1; (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, filed with the SEC on November 16, 2020; (iv) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 18, 2021; and (v) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 17, 2021 (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon.
Cash	$ 1,300,000
Working capital	1,100,000
Loans	200,000
Sponsor [Member]
Restatement of Previously Issued Financial Statements (Details) [Line Items]
Sponsor to purchase	$ 25,000
Class A Common Stock [Member]
Restatement of Previously Issued Financial Statements (Details) [Line Items]
Class A common stock outstanding (in Shares) | shares
Class A Common Stock [Member] | Common Stock [Member]
Restatement of Previously Issued Financial Statements (Details) [Line Items]
Class A common stock outstanding (in Shares) | shares	57,500,000

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on balance sheet, statement of operations and statement of cash flows - USD ($)	4 Months Ended	7 Months Ended
	Sep. 30, 2020	Dec. 31, 2020	Aug. 07, 2020
As Reported, As Previously Restated in 10-K/A Amendment No. 1 [Member]
Condensed Financial Statements, Captions [Line Items]
Class A common stock subject to redemption	$ 551,183,500	$ 551,182,390	$ 478,891,280
Class A common stock	238	238	211
Additional paid-in capital	5,091,738	5,092,848	5,029,435
Accumulated deficit	(93,409)	(94,519)	(31,076)
Total Stockholders' equity (deficit)	5,000,005	5,000,005	5,000,008
Initial value of Class A common stock subject to possible redemption	478,891,280	517,427,120
Change in value of Class A common stock subject to possible redemption	72,292,220	(8,801,200)
Net income (loss)	$ (93,409)	$ (10,092,969)
Weighted average shares outstanding - Class A common stock (in Shares)	51,363,636	55,204,082
Basic and diluted earnings per share - Class A common stock (in Dollars per share)
Weighted average shares outstanding - Class B common stock (in Shares)	14,375,000	13,490,933
Basic and diluted earnings per share - Class B common stock (in Dollars per share)	$ (0.01)	$ (0.76)
Adjustment [Member]
Condensed Financial Statements, Captions [Line Items]
Class A common stock subject to redemption	$ 23,816,500	$ 23,817,610	21,108,720
Class A common stock	(238)	(238)	(211)
Additional paid-in capital	(5,091,738)	(5,092,848)	(5,029,435)
Accumulated deficit	(49,712,074)	(61,280,994)	(45,716,594)
Total Stockholders' equity (deficit)	(54,804,050)	(66,374,080)	(50,746,240)
Initial value of Class A common stock subject to possible redemption	(478,891,280)	(517,427,120)
Change in value of Class A common stock subject to possible redemption	(72,292,220)	8,801,200
Net income (loss)
Weighted average shares outstanding - Class A common stock (in Shares)	(23,393,339)	(13,157,450)
Basic and diluted earnings per share - Class A common stock (in Dollars per share)	$ 0	$ (0.18)
Weighted average shares outstanding - Class B common stock (in Shares)	(1,689,356)
Basic and diluted earnings per share - Class B common stock (in Dollars per share)	$ 0.01	$ 0.58
As Restated [Member]
Condensed Financial Statements, Captions [Line Items]
Class A common stock subject to redemption	$ 575,000,000	$ 575,000,000	500,000,000
Class A common stock
Additional paid-in capital
Accumulated deficit	(49,805,483)	(61,375,513)	(45,747,670)
Total Stockholders' equity (deficit)	(49,804,045)	(61,374,075)	$ (45,746,232)
Initial value of Class A common stock subject to possible redemption
Change in value of Class A common stock subject to possible redemption
Net income (loss)	$ (93,409)	$ (10,092,969)
Weighted average shares outstanding - Class A common stock (in Shares)	27,970,297	42,046,632
Basic and diluted earnings per share - Class A common stock (in Dollars per share)	$ 0	$ (0.18)
Weighted average shares outstanding - Class B common stock (in Shares)	12,685,644	13,490,933
Basic and diluted earnings per share - Class B common stock (in Dollars per share)	$ 0	$ (0.18)

Restatement of Previously Iss_5

Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on balance sheet, statement of operations and statement of cash flows (Parentheticals)	Aug. 07, 2020$ / shares
As Reported, As Previously Restated in 10-K/A Amendment No. 1 [Member]
Condensed Financial Statements, Captions [Line Items]
Class A common stock subject to redemption, per share	$ 10
Adjustment [Member]
Condensed Financial Statements, Captions [Line Items]
Class A common stock subject to redemption, per share	10
As Restated [Member]
Condensed Financial Statements, Captions [Line Items]
Class A common stock subject to redemption, per share	$ 10

Restatement of Previously Iss_6

Restatement of Previously Issued Financial Statements (Details) - Schedule of Class A common stock issued in the initial public offering	7 Months Ended
	Dec. 31, 2020USD ($)
Schedule of Class A common stock issued in the initial public offering [Abstract]
Gross proceeds from Initial Public Offering	$ 575,000,000
Less:
Fair value of Public Warrants at issuance	(22,859,790)
Offering costs allocated to Class A common stock subject to possible redemption	(30,966,946)
Plus:
Accretion on Class A common stock subject to possible redemption amount	53,826,736
Class A common stock subject to possible redemption	$ 575,000,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details)	7 Months Ended
	Dec. 31, 2020USD ($)shares
Summary of Significant Accounting Policies (Details) [Line Items]
Federal depository insurance coverage amount (in Dollars) | $	$ 250,000
Issued common stock warrants	19,166,667
Private Placement Warrants [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Issued common stock warrants	9,000,000
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Common stock subject to possible redemption	57,500,000
Weighted average shares	28,166,667

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of calculation of basic and diluted net loss per share of common stock	7 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
Class A [Member]
Numerator:
Allocation of net income | $	$ (7,650,860)
Denominator:
Basic and diluted weighted average common shares outstanding | shares	42,265,625
Basic and diluted net loss per common share | $ / shares	$ (0.18)
Class B [Member]
Numerator:
Allocation of net income | $	$ (2,442,109)
Denominator:
Basic and diluted weighted average common shares outstanding | shares	13,490,933
Basic and diluted net loss per common share | $ / shares	$ (0.18)

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Aug. 07, 2020	Sep. 21, 2020	Dec. 31, 2020
Initial Public Offering (Details) [Line Items]
Price per share (in Dollars per share)	$ 10
Gross proceeds	$ 500,000,000	$ 13,500,000	$ 575,000,000
Offering costs		4,100,000	32,200,000
Deferred underwriting		2,600,000	$ 20,100,000
Common stock, description			Each Unit consisted of one share of Class A common stock and one-third of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Unit issued (in Shares)	50,000,000
Gross proceeds	$ 500,000,000
Offering costs	$ 28,100,000
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Gross proceeds		$ 75,000,000
Purchase of shares (in Shares)	7,500,000	7,500,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Aug. 07, 2020	Jun. 22, 2020	Sep. 21, 2020	Jul. 31, 2020	Jun. 30, 2020	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Per share price (in Dollars per share)						$ 11.50
Gross proceeds from issuance offering	$ 500,000,000		$ 13,500,000			$ 575,000,000
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Purchase of shares (in Shares)				25,000	14,375,000
Common stock, par value (in Dollars per share)					$ 0.0001
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Initial stockholders, description						The holders of the Founder Shares (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: (a) one year after the completion of the initial Business Combination and (b) upon completion of the initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock 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 (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of the stockholders having the right to exchange their Class A common stock for cash, securities or other property.
Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Purchase of warrants, shares (in Shares)	9,000,000					8,000,000
Per share price (in Dollars per share)	$ 1.50
IPO [Member]
Related Party Transactions (Details) [Line Items]
Gross proceeds from issuance offering	$ 500,000,000
Loan amount		$ 300,000
Borrowed amount						$ 200,000
Warrant [Member]
Related Party Transactions (Details) [Line Items]
Warrants conversion, description						Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2020, the Company had no borrowings under the Working Capital Loans.
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Aggregate price					$ 25,000
Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Common stock, par value (in Dollars per share)						$ 0.0001
Class A Common Stock [Member] | Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Per share price (in Dollars per share)						$ 11.50

Commitments & Contingencies (De

Commitments & Contingencies (Details) - USD ($) $ / shares in Units, $ in Millions	7 Months Ended
	Dec. 31, 2020	Sep. 21, 2020
Commitments & Contingencies (Details) [Line Items]
Underwriting discount per share	$ 0.20
Aggregate underwriting amount	$ 11.5
Deferred underwriting discount per share	$ 0.35
Deferred underwriting fees	$ 20.1	$ 2.6
IPO [Member]
Commitments & Contingencies (Details) [Line Items]
Additional units to cover over-allotment	7,500,000

Derivative Warrant Liabilities

Derivative Warrant Liabilities (Details)	7 Months Ended
	Dec. 31, 2020$ / sharesshares
Derivative Warrant Liabilities (Details) [Line Items]
Public warrants | shares	19,166,667
Private placement warrants | shares	9,000,000
Exercise price | $ / shares	$ 11.50
Expire term	5 years
Business combination, decription	In addition, if (x) the Company issues additional shares of the Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of the Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Initial Stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company completes its 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 $10.00 and $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.
Warrants, description	Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A common stock; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like); and ● if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above.
Class A Common Stock [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Warrants, description	Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like).
Redemption per share | $ / shares	$ 0.361

Stockholders_ Equity (Deficit)

Stockholders’ Equity (Deficit) (Details) - $ / shares	7 Months Ended
	Dec. 31, 2020	Jun. 30, 2020
Stockholders’ Equity (Deficit) (Details) [Line Items]
Warrants, description	The Class B common stock will automatically convert into Class A common stock on the first business day following the completion of the initial Business Combination at a ratio such that the number of shares of the Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of shares of the Class A common stock and Class B common stock issued and outstanding upon completion of the Initial Public Offering, plus (ii) the sum of (a) all shares of the Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued by the Company in connection with or in relation to the completion of the initial Business Combination, excluding (1) any shares of the Class A common stock or equity-linked securities exercisable or exchangeable for or convertible into shares of the Class A common stock issued, or to be issued, to any seller in the initial Business Combination, and (2) any private placement warrants issued to the Sponsor or any of its affiliates upon conversion of Working Capital Loans, minus (b) the number of Public Shares redeemed by Public Stockholders in connection with the initial Business Combination.
Preferred stock, shares authorized	1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001
Class A Common Stock [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Common stock, shares authorized	200,000,000
Common stock, par value (in Dollars per share)	$ 0.0001
Common stock, shares outstanding	57,500,000
Common stock, shares issued	57,500,000
Common stock, share issued
Common stock, share outstanding
Class B Common Stock [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Common stock, shares authorized	20,000,000
Common stock, par value (in Dollars per share)	$ 0.0001
Common stock, share issued	14,375,000	14,375,000
Shares subject to forfeiture		1,875,000
Common stock, share outstanding	14,375,000
Stockholders collective percentage	20.00%

Fair Value Measurements (Detail

Fair Value Measurements (Details) $ in Millions	7 Months Ended
	Dec. 31, 2020USD ($)
Fair Value Disclosures [Abstract]
Fair value liabilities	$ 8.7

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of fair value of held-to-maturity securities	Dec. 31, 2020USD ($)
Fair Value, Inputs, Level 1 [Member]
Assets:
Investments held in Trust Account	$ 575,253,315
Liabilities:
Derivative warrant liabilities	28,661,420
Fair Value, Inputs, Level 2 [Member]
Assets:
Investments held in Trust Account
Liabilities:
Derivative warrant liabilities
Fair Value, Inputs, Level 3 [Member]
Assets:
Investments held in Trust Account
Liabilities:
Derivative warrant liabilities	$ 13,895,050

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of Level 3 fair value measurements - $ / shares	Aug. 07, 2020	Sep. 30, 2020	Dec. 31, 2020
Schedule of Level 3 fair value measurements [Abstract]
Volatility	20.00%	17.70%	21.00%
Stock price (in Dollars per share)	$ 9.60	$ 9.84	$ 10.19
Expected life of the options to convert	6 years 208 days	6 years 153 days	6 years 58 days
Risk-free rate	0.32%	0.41%	0.53%
Dividend yield	0.00%	0.00%	0.00%

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of fair value of the derivative warrant liabilities measured with Level 3	7 Months Ended
	Dec. 31, 2020USD ($)
Schedule of fair value of the derivative warrant liabilities measured with Level 3 [Abstract]
Derivative warrant liabilities at June 12, 2020 (inception)
Derivative warrant liabilities - Level 3, at September 30, 2020	9,997,800
Change in fair value of Private Warrants	3,897,250
Derivative warrant liabilities - Level 3, at December 31, 2020	13,895,050
Issuance of Public and Private Warrants, Level 3 inputs	33,839,160
Change in fair value of derivative warrant liabilities	(981,570)
Transfer of Public Warrants to Level 1	$ (22,859,790)

Income Taxes (Details)

Income Taxes (Details)	Dec. 31, 2020USD ($)
Income Tax Disclosure [Abstract]
Valuation allowance	$ 44,000

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of income tax provision (benefit)	7 Months Ended
	Dec. 31, 2020USD ($)
Current
Federal	$ 30,057
State
Deferred
Federal	(43,594)
State
Change in valuation allowance	43,594
Income tax provision	$ 30,057

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of deferred tax assets or liabilities	Dec. 31, 2020USD ($)
Deferred tax assets:
Start-up/Organization costs	$ 43,594
Total deferred tax assets	43,594
Valuation allowance	(43,594)
Deferred tax asset, net of allowance

Income Taxes (Details) - Sche_3

Income Taxes (Details) - Schedule of federal income tax rate to the Company’s effective tax rate	7 Months Ended
	Dec. 31, 2020
Schedule of federal income tax rate to the Company’s effective tax rate [Abstract]
Statutory Federal income tax rate	21.00%
Financing cost	(2.70%)
Change in fair value of warrant liabilities	(18.20%)
Change in Valuation Allowance	(0.40%)
Effective tax rate	(0.30%)