Industrial Tech Acquisitions 10-K/A 24 May 21 2020 FY Annual report (amended) Financial data

Document And Entity Information

Document And Entity Information - USD ($)	7 Months Ended
	Dec. 31, 2020	May 21, 2021
Document Information Line Items
Entity Registrant Name	Industrial Tech Acquisitions, Inc.
Document Type	10-K/A
Current Fiscal Year End Date	--12-31
Entity Public Float	$ 77,303,304
Amendment Flag	true
Amendment Description	Industrial Tech Acquisitions, Inc. (the “Company,” “we”, “our” or “us”) is filing this Amendment No. 1 to its Annual Report on Form 10-K (this “Amendment”) to amend our Annual Report on Form 10-K for the year ended December 31, 2020, originally filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2021 (the “Original Report”), to restate our consolidated financial statements for the period ended December 31, 2020.
Entity Central Index Key	0001816696
Entity Current Reporting Status	Yes
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 Transition Report	false
Entity File Number	001-39490
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		7,623,600
Class B common stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		1,905,900

Balance Sheet

Balance Sheet	Dec. 31, 2020USD ($)
Assets
Cash	$ 406,381
Prepaid assets	110,466
Total current assets	516,847
Marketable securities held in Trust Account	77,000,788
Total Assets	77,517,635
Liabilities and Stockholders’ Equity
Accounts payable	109,432
Due to related party	1,816
Total current liabilities	111,248
Warrant Liability	13,391,430
Deferred underwriters’ discount	2,668,260
Total liabilities	16,170,938
Commitments
Class A common stock subject to possible redemption, 5,578,881 shares at redemption value	56,346,693
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	7,256,247
Accumulated deficit	(2,256,654)
Total stockholders’ equity	5,000,004
Total Liabilities and Stockholders’ Equity	77,517,635
Class A Common Stock
Stockholders’ Equity:
Common stock value	220
Total stockholders’ equity	220
Class B Common Stock
Stockholders’ Equity:
Common stock value	191
Total stockholders’ equity	$ 191

Balance Sheet (Parentheticals)

Balance Sheet (Parentheticals)	Dec. 31, 2020$ / sharesshares
Class A common stock subject to possible redemption	5,578,881
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, par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	100,000,000
Common stock, shares issued	2,195,955
Common stock, shares outstanding	2,195,955
Shares subject to possible redemption	5,578,881
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	1,905,900
Common stock, shares outstanding	1,905,900

Statement of Operations

Statement of Operations	7 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
Income Statement [Abstract]
Formation and operating costs	$ 300,396
Loss from operations	(300,396)
Other income (expense)
Warrant issuance costs	(496,672)
Other expense relating to fair value exceeding amount paid for warrants	(938,413)
Interest Income	2,751
Unrealized loss on change in fair value of warrants	(523,924)
Total other expense	(1,956,258)
Net loss	$ (2,256,654)
Weighted average shares outstanding, basic and diluted (in Shares) | shares	3,047,043	[1]
Basic and diluted net loss per common stock (in Dollars per share) | $ / shares	$ (0.74)	[2]
[1]	Excludes 5,578,881 shares subject to possible redemption. (See Note 5)
[2]	Excludes interest income attributable to shares subject to possible redemption of $2,428.

Statement of Changes in Stockho

Statement of Changes in Stockholders’ Equity - 7 months ended Dec. 31, 2020 - USD ($)	Class A Common Stock	Class B Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Jun. 01, 2020
Balance (in Shares) at Jun. 01, 2020
Balance at Dec. 31, 2020	$ 220	$ 191	7,256,247	(2,256,654)	5,000,004
Balance (in Shares) at Dec. 31, 2020	2,195,955	1,905,900
Class B common stock issued to Sponsor		$ 216	24,784		25,000
Class B common stock issued to Sponsor (in Shares)		2,156,250
Forfeiture of founder shares		$ (25)	25
Forfeiture of founder shares (in Shares)		(250,350)
Issuance of representative shares	$ 15		2,001		2,016
Issuance of representative shares (in Shares)	151,236
Sale of 7,623,600 Units, net of underwriting discount and offering expenses	$ 762		63,575,573		63,576,335
Sale of 7,623,600 Units, net of underwriting discount and offering expenses (in Shares)	7,623,600
Change in Class A common stock subject to possible redemption	$ (557)		(56,346,136)		(56,346,693)
Change in Class A common stock subject to possible redemption (in Shares)	(5,578,881)
Net loss				$ (2,256,654)	$ (2,256,654)

Statement of Changes in Stock_2

Statement of Changes in Stockholders’ Equity (Parentheticals)	7 Months Ended
	Dec. 31, 2020shares
Class A Common Stock
Net of underwriting discount	7,623,600

Statement of Cash Flows

Statement of Cash Flows	7 Months Ended
	Dec. 31, 2020USD ($)
Cash Flows from Operating Activities:
Net loss	$ (2,256,654)
Adjustments to reconcile net loss to net cash used in operating activities:
Formation costs paid by related party	1,816
Interest earned on marketable securities held in Trust Account	(2,428)
Unrealized loss on change in fair value of warrants	523,924
Warrant issuance costs	496,672
Compensation expenses	938,413
Changes in current assets and current liabilities:
Prepaid assets	(110,466)
Accounts payable	109,432
Net cash used in operating activities	(299,291)
Cash Flows from Investing Activities:
Marketable securities held in Trust Account	(76,998,360)
Net cash used in investing activities	(76,998,360)
Cash Flows from Financing Activities:
Proceeds from Initial Public Offering, net of underwriters’ fees	75,086,280
Proceeds from private placement	3,112,080
Proceeds from issuance of founder shares	25,000
Proceeds from issuance of promissory note to related party	175,000
Proceeds from underwriter’s unit purchase option	100
Repayment of promissory note to related party	(175,000)
Payments of offering costs	(519,428)
Net cash provided by financing activities	77,704,032
Net Change in Cash	406,381
Cash - Beginning
Cash - Ending	406,381
Supplemental Disclosure of Non-cash Financing Activities:
Change in value of Class A common stock subject to possible redemption	56,346,693
Deferred underwriting commissions charged to additional paid-in capital	$ 2,668,260

Organization and Business Opera

Organization and Business Operations	7 Months Ended
	Dec. 31, 2020
Organization Consolidation And Presentation Of Financial Statements Abstract
Organization and Business Operations	Note 1 — Organization and Business Operations Organization and General Industrial Tech Acquisitions, Inc. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). 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”). The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic location. The Company has selected December 31 as its fiscal year end. As of December 31, 2020, the Company had not yet commenced any operations. All activity for the period from June 2, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the Initial Public Offering (“IPO”) described below. 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 IPO and will recognize changes in the fair value of warrant liability as other income (expense). Financing The registration statement for the Company’s IPO was declared effective on September 8, 2020 (the “Effective Date”). On September 11, 2020, the Company consummated the IPO of 7,500,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $75,000,000, which is described in Note 4. Simultaneously with the closing of the IPO, the Company consummated the sale of 3,075,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Industrial Tech Partners, LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $3,075,000, which is described in Note 5. On October 13, 2020, the Company consummated the sale of an additional 123,600 Units (the “Over-Allotment Units”) that were subject to the underwriters’ over-allotment option at $10.00 per Unit, generating gross proceeds of $1,236,000. In connection with the closing of the purchase of the Over-Allotment Units, the Company sold an additional 37,080 Private Placement Warrants to the Sponsor at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $37,080. Following the closing of the over-allotment option, additional $1,248,360 has been placed in the Company’s Trust Account (defined as below) established in connection with the IPO. Transaction costs amounted to $4,729,424 consisting of $1,149,720 of underwriting fee, $2,668,260 of deferred underwriting fee, the fair value of the option granted to the underwriters of $390,000, the fair value of the shares issued to the underwriters of $2,016 deemed as underwriters’ compensation, and $519,428 of other offering costs. Trust Account Following the closing of the IPO on September 11, 2020 and the sale of Over-Allotment Units on October 13, 2020, an amount of $76,998,360 ($10.10 per Unit) from the net proceeds of the sale of the Units in the IPO, the sale of the Private Placement Warrants, and the sale of Over-Allotment Units was placed in a trust account (“Trust Account”) which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its franchise and income tax obligations (less up to $50,000 of interest to pay dissolution expenses), the proceeds will not be released from the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 15 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate a Business Combination), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, the sale of the Over-Allotment Units and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account at the time of the signing an agreement to enter into a 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 outstanding 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. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.10 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The shares of common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have 15 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate a Business Combination) to consummate a Business Combination (the “Combination Period”). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, 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 franchise and income taxes, divided by the number of then outstanding public shares, subject to applicable law and as further described in registration statement, and then seek to dissolve and liquidate. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Combination Period. On October 29, 2020, the Company announced that, commencing on October 30, 2020, the holders of Units may elect to separately trade the shares of Class A common stock and warrants included in the Units. The Units not separated will continue to trade on the NASDAQ Capital Market under the symbol “ITACU.” Shares of Class A common stock and the warrants are expected to trade on the NASDAQ Capital Market under the symbols “ITAC” and “ITACW,” respectively. Liquidation The Sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Combination Period. In the event of such distribution, the Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 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 $10.10 per 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 prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity As of December 31, 2020, the Company had cash outside the Trust Account of $406,381 available for working capital needs. All remaining cash held in the Trust Account are generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem common stock. As of December 31, 2020, none of the amount in the Trust Account was available to be withdrawn as described above. Through December 31, 2020, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the founder shares, advances from the Sponsor in an aggregate amount of $175,000 which were repaid upon the IPO (as described in Note 6) and the remaining net proceeds from the IPO, the sale of the Over-Allotment Units and the sale of Private Placement Warrants (as described in Note 4 and 5). The Company anticipates that the $406,381 outside of the Trust Account as of December 31, 2020, will be sufficient to allow the Company to operate for at least the next 12 months, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 6), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating Business Combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the Business Combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

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 On April 12, 2021, the Staff of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a Business Combination, which terms are similar to those contained in the warrant agreement, dated as of September 8, 2020, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”). As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 7,623,600 Public Warrants, (ii) the 3,105,900 Private Warrants, and (iii) the 209,476 Underwriter Warrants (See Note 4, Note 5, and Note 8). The Company previously accounted for all Warrants as components of equity. In further consideration of the guidance in Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging; Contracts in Entity’s Own Equity, the Company concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the Statement of Operations in the period of change. The Company’s management and the audit committee of the Company’s Board of Directors concluded that it is appropriate to restate the Company’s previously issued audited balance sheet as of September 11, 2020 as previously reported in its Form 8-K, the Company’s previously issued unaudited financial statements as of September 30, 2020 and for the period from June 2, 2020 (inception) through September 30, 2020, as previously reported in its Form 10-Q, and the audited financial statements as of December 31, 2020 and for the period from June 2, 2020 (inception) through December 31, 2020, as previously reported in its Form 10-K. The restated classification and reported values of the Warrants as accounted for under ASC 815-40 are included in the financial statements herein. The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the period, indicated: As Previously Adjustment As Restated Balance Sheet at September 11, 2020 Warrant Liability $ - $ 12,679,255 $ 12,679,255 Class A common stock subject to possible redemption 68,828,860 (12,679,255 ) 56,149,605 Class A common stock 84 125 209 Additional paid-in capital 5,001,512 1,418,954 6,420,466 Accumulated deficit $ (1,810 ) $ (1,419,079 ) $ (1,420,889 ) Balance Sheet at September 30, 2020 Warrant Liability $ - $ 12,679,255 $ 12,679,255 Class A common stock subject to possible redemption, 68,778,192 (12,679,255 ) 56,098,937 Class A common stock 84 126 210 Additional paid-in capital 5,052,180 1,418,953 6,471,133 Accumulated deficit $ (52,476 ) $ (1,419,079 ) $ (1,471,555 ) Statement of Operations for the period from June 2, 2020 (inception) through September 30, 2020 Other expense relating to fair value exceeding amount paid for warrants $ - $ (930,191 ) $ (930,191 ) Warrant issuance costs - (488,888 ) (488,888 ) Net loss $ (52,476 ) $ (1,419,079 ) $ (1,471,555 ) Weighted average shares outstanding, basic and diluted 2,007,250 198,767 2,206,017 Basic and diluted net loss per common stock $ (0.03 ) (0.64 ) (0.67 ) Statement of Operations for the three months ended September 30, 2020 Other expense relating to fair value exceeding amount paid for warrants $ - $ (930,191 ) $ (930,191 ) Warrant issuance costs - (488,888 ) (488,888 ) Net loss $ (50,660 ) $ (1,419,079 ) $ (1,469,739 ) Weighted average shares outstanding, basic and diluted 2,047,500 259,261 2,306,761 Basic and diluted net loss per common stock $ (0.03 ) (0.61 ) (0.64 ) Statement of Cash Flows for the period from June 2, 2020 (inception) through September 30, 2020 Cash Flows from Operating Activities: Net loss $ (52,476 ) $ (1,419,079 ) $ (1,471,555 ) Warrant issuance costs - 488,888 488,888 Other expense relating to fair value exceeding amount paid for warrants $ - $ 930,191 $ 930,191 Balance Sheet at December 31, 2020 Warrant Liability $ - $ 13,391,430 $ 13,391,430 Class A common stock subject to possible redemption, 69,738,123 (13,391,430 ) 56,346,693 Class A common stock 87 133 220 Additional paid-in capital 5,297,371 1,958,876 7,256,247 Accumulated deficit $ (297,645 ) $ (1,959,009 ) $ (2,256,654 ) Statement of Operations for the period from June 2, 2020 (inception) through December 31, 2020 Other expense relating to fair value exceeding amount paid for warrants $ - $ (938,413 ) $ (938,413 ) Unrealized loss on change in fair value of warrants - (523,924 ) (523,924 ) Warrant issuance costs - (496,672 ) (496,672 ) Net loss $ (297,645 ) $ (1,959,009 ) $ (2,256,654 ) Weighted average shares outstanding, basic and diluted 2,389,749 657,294 3,047,043 Basic and diluted net loss per common stock $ (0.13 ) (0.61 ) (0.74 ) Statement of Cash Flows for the period from June 2, 2020 (inception) through December 31, 2020 Cash Flows from Operating Activities: Net loss $ (297,645 ) $ (1,959,009 ) $ (2,256,654 ) Unrealized loss on change in fair value of warrants - 523,924 523,924 Warrant issuance costs - 496,672 496,672 Other expense relating to fair value exceeding amount paid for warrants $ - $ 938,413 $ 938,413

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 Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Marketable Securities Held in Trust Account At December 31, 2020, the assets held in the Trust Account were held in treasury funds. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including 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, common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2020, 5,578,881 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Loss Per Common Stock The Company’s statements of operations include a presentation of loss per share for common stock subject to possible redemption in a manner similar to the two-class method of loss per share. Net loss per share is computed by dividing net loss by the weighted-average number of common stock outstanding during the period. An aggregate of 5,578,881 Class A common stock subject to possible redemption at December 31, 2020 was excluded from the calculation of basic loss per share of common stock since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of the warrants sold in the IPO and Private Placement to purchase an aggregate of 10,938,976 shares of the Company’s Class A common stock in the calculation of diluted loss per share, since they are not yet exercisable. Below is a reconciliation of the net loss per common stock: For the Net loss $ (2,256,654 ) Less: income attributable to common stock subject to possible redemption (1,742 ) Adjusted net loss $ (2,258,396 ) Weighted average shares outstanding, basic and diluted 3,047,043 Basic and diluted net loss per common stock $ (0.74 ) Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities is expensed, and offering costs associated with the Class A common stock are charged to the stockholders’ equity. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Fair Value Measurements 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. US 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. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the warrant liability is classified as level 3. See Note 7 for additional information on assets and liabilities measured at fair value. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument (see Note 4). FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A common stock and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A common stock. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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 may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	7 Months Ended
	Dec. 31, 2020
Initial Public Offering [Abstract]
Initial Public Offering	Note 4 — Initial Public Offering Pursuant to the IPO on September 11, 2020, the Company sold 7,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, and one warrant to purchase one share of Class A common stock. Each warrant will entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. Each warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. Warrants Each warrant entitles the holder thereof to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s sponsor or its affiliates, without taking into account any founder shares held by the Company’s sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The warrants will become exercisable on the later of 15 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate a Business Combination) or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus is current. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. Once the warrants become exercisable, the Company may call the warrants for redemption (excluding the Private Placement Warrants but including any outstanding warrants issued upon exercise of the unit purchase option issued to the representative and/or its designees): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If the Company calls the warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or the Company’s recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices.

Private Placement

Private Placement	7 Months Ended
	Dec. 31, 2020
Private Placement [Abstract]
Private Placement	Note 5 — Private Placement Simultaneously with the closing of the IPO, the Company consummated the Private Placement with the Company’s Sponsor purchasing an aggregate of 3,075,000 warrants at a price of $1.00 per warrant, for an aggregate purchase price of $3,075,000. The proceeds from the sale of the Private Placement Warrants were added to the proceeds from the IPO held in the Trust Account. The Private Placement Warrants are identical to the warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the Sponsor or their permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor, the underwriters or their permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor, the underwriters or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO. In addition, for as long as the Private Placement Warrants are held by the underwriters or their designees or affiliates, they may not be exercised after five years from the Effective Date.

Related Party Transactions

Related Party Transactions	7 Months Ended
	Dec. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Note 6 — Related Party Transactions Promissory Note — Related Party On June 24, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecured and due at the earlier of December 31, 2020 or the closing of the IPO. The loan would be repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account. On September 11, 2020, the Company had drawn down $175,000 under the promissory note with the Sponsor to pay for offering expenses. On September 14, 2020, the Company repaid $175,000 to the Sponsor. Due to Related Parties As of December 31, 2020, related parties paid an aggregate of $1,816 on behalf of the Company to pay for formation costs. Related Party Loans 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”). Such Working Capital Loans would be convertible into private placement-equivalent warrants at a price of $1.00 per warrant (which, for example, would result in the holders being issued 1,500,000 warrants if $1,500,000 of notes were so converted), at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. 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. Related Party Extension Loans The Company will have until 15 months from the closing of the IPO to consummate an initial Business Combination. However, if the Company anticipates that it may not be able to consummate its initial Business Combination within 15 months, the Company may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 21 months to complete a Business Combination). In order to extend the time available for the Company to consummate its initial Business Combination, the Company’s Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $750,000, or up to $862,500 if the underwriters’ over-allotment option is exercised in full ($0.10 per share in either case) on or prior to the date of the applicable deadline, for each three month extension (up to an aggregate of $1,500,000 (or up to $1,725,000 if the underwriters’ over-allotment option is exercised in full), or $0.20 per share, if the Company extends for the full six months). Any such payments would be made in the form of a loan. Any such loans will be non-interest bearing and payable upon the consummation of the Company’s initial Business Combination. If the Company completes its initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. If the Company does not complete a Business Combination, the Company will not repay such loans. Furthermore, the letter agreement with the Company’s initial stockholders contains a provision pursuant to which he Sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the Trust Account in the event that the Company does not complete a Business Combination. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete its initial Business Combination. Founder Shares On June 24, 2020, the Company issued 1,725,000 shares of Class B common stock to the Sponsor for $25,000 in cash, or approximately $0.014 per share, in connection with formation. On August 13, 2020, the Company effected a 0.25 for 1 stock dividend for each share of Class B common stock outstanding, resulting in the sponsor holding an aggregate of 2,156,250 founder shares (up to 281,250 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised). On October 13, 2020, 250,350 founder shares were forfeited. The Sponsor has agreed not to transfer, assign or sell its founder shares until the earlier of (i) one year after the date of the consummation of the Company’s initial Business Combination or (ii) the date on which the closing price of the Company’s shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing 150 days after the Company’s initial Business Combination. Notwithstanding the foregoing, if, subsequent to the Company’s initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Administrative Support Agreement Commencing on September 8, 2020, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support services. For the period from September 11, 2020 to December 31, 2020, the Company incurred $40,000 of administrative services under this arrangement. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

Recurring Fair Value Measuremen

Recurring Fair Value Measurements	7 Months Ended
	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Recurring Fair Value Measurements	Note 7 — Recurring Fair Value Measurements The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2020, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, Quoted Significant Significant Assets: U.S. Money Market held in Trust Account $ 77,000,788 $ 77,000,788 $ - $ - $ 77,000,788 $ 77,000,788 $ - $ - Liabilities: Warrant Liability $ 13,391,430 $ - $ - $ 13,391,430 $ 13,391,430 $ - $ - $ 13,391,430 The following table sets forth a summary of the changes in the fair value of the warrant liability for the period from June 2, 2020 (inception) through December 31, 2020: Warrant Liability Fair value as of June 2, 2020 $ — Initial fair value of warrant liability upon issuance at IPO 12,679,255 Initial fair value of warrant liability upon issuance at over-allotment 188,251 Revaluation of warrant liability included in other expense within the statement of operations for the period from June 2,2020 (inception) through December 31, 2020 523,924 Fair value as of December 31, 2020 $ 13,391,430

Commitments

Commitments	7 Months Ended
	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments	Note 8 — Commitments Registration Rights The holders of the founder shares, Private Placement Warrants, shares of Class A common stock underlying the Private Placement Warrants, securities underlying the unit purchase option, and securities that may be issued upon conversion of Working Capital Loans will be entitled to registration rights pursuant to a registration rights agreement signed on September 8, 2020. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Notwithstanding the foregoing, the underwriters may not exercise their demand and “piggyback” registration rights after five and seven years, respectively, after the Effective Date and may not exercise their demand rights on more than one occasion. Underwriters Agreement The underwriters have a 45-day option beginning September 11, 2020 to purchase up to an additional 1,125,000 units to cover over-allotments, if any. On September 11, 2020, the underwriters were paid a cash underwriting fee of 1.5% of the gross proceeds of the Initial Public Offering, or $1,125,000 (or up to $1,350,000 if the underwriters’ over-allotment is exercised in full). Additionally, the underwriters will be entitled to a deferred underwriting fee of 3.5% of the gross proceeds of the Initial Public Offering, or $2,625,000 (or up to $3,018,750 if the underwriters’ over-allotment is exercised in full), upon the completion of the Company’s initial Business Combination. On October 13, 2020, the Company consummated the sale of an additional 123,600 Units (the “Over-Allotment Units) that were subject to the underwriters’ over-allotment option at $10.00 per Unit, generating gross proceeds of $1,236,000. In connection with the closing of the purchase of the Over-Allotment Units, the Company sold an additional 37,080 Private Placement Warrants to the Sponsor at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $37,080. Following the closing of the over-allotment option, additional $1,248,360 has been placed in the Company’s Trust Account (defined as below) established in connection with the IPO. On October 13, 2020, 250,350 founder shares were forfeited. Unit Purchase Option The Company sold to Maxim Group LLC (“Maxim”), the representative of the underwriters (and/or its designees), for $100, an option to purchase up to a total of 200,000 units (or 230,000 units if the underwriters’ over-allotment option was exercised in full) exercisable, in whole or in part, at $11.50 per unit, commencing on the later of (i) the consummation of a Business Combination, or (ii) six months from September 11, 2020. The purchase option may be exercised for cash or on a cashless basis, at the holder’s option, and expires five years from the Effective Date. The Company accounted for the Unit Purchase Option, inclusive of the receipt of $100 cash payment, as an expense of the Initial Public Offering resulting in a charge directly to stockholders’ equity. The Company estimated the fair value of the unit purchase option is $390,000 (or $1.95 per Unit) using the Black-Scholes option-pricing model. The fair value of the unit purchase option to be granted to the underwriters is estimated as of the date of grant using the following assumptions: (1) expected volatility of 27.49%, (2) risk-free interest rate of 0.26% and (3) expected life of five years. The expected volatility was determined by the Company based on the historical volatilities of a set of comparative special purpose acquisition companies (“SPAC”), and the risk-fee interest rate was determined by reference to the U.S. Treasury yield curve in effect for time period equals to the expected life of the unit purchase option. The option and the 200,000 units (or 230,000 units if the underwriters’ over-allotment option is exercised in full), as well as the 200,000 shares of Class A common stock (or 230,000 shares if the underwriters’ over-allotment option is exercised in full), and the warrants to purchase 200,000 shares of Class A common stock (or 230,000 shares if the underwriters’ over-allotment option is exercised in full) that may be issued upon exercise of the option, have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the Effective Date or the commencement of sales in the IPO pursuant to Rule 5110(g)(1) of FINRA’s Rules, during which time the option may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities. Additionally, the option may not be sold, transferred, assigned, pledged or hypothecated for a one-year period (including the foregoing 180-day period) following September 11, 2020 except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. The option grants to holders demand and “piggy-back” rights for periods of five and seven years, respectively, from the effective date of the registration statement with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the option. The Company will bear all fees and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the holders themselves. The exercise price and number of units issuable upon exercise of the option may be adjusted in certain circumstances including in the event of a stock dividend, or the Company’s recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of shares of Class A common stock at a price below its exercise price. The Company will have no obligation to net cash settle the exercise of the purchase option or the warrants underlying the purchase option. The holder of the purchase option will not be entitled to exercise the purchase option or the warrants underlying the purchase option unless a registration statement covering the securities underlying the purchase option is effective or an exemption from registration is available. If the holder is unable to exercise the purchase option or underlying warrants, the purchase option or warrants, as applicable, will expire worthless. Right of First Refusal Subject to certain conditions, the Company will grant Maxim, for a period of 12 months after the date of the consummation of a Business Combination, a right of first refusal to act as lead underwriters or minimally as a co-manager, with at least 75% of the economics; or, in the case of a three-handed deal 50% of the economics, for any and all future public and private equity and debt offerings. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement. Representative’s Common Stock On September 11, 2020, the Company issued to Maxim Partners LLC and/or its designees, 150,000 shares of Class A common stock (the “representative shares”). On October 13, 2020, the Company issued to Maxim Partners LLC and/or its designees additional 1,236 representative shares. The Company estimated the fair value of the stock to be $2,016 based upon the price of the founder shares issued to the Sponsor. The stock were treated as underwriters’ compensation and charged directly to stockholders’ equity. Maxim has agreed not to transfer, assign or sell any such shares until the completion of the Company’s initial Business Combination. In addition, Maxim has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the Company’s initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within 15 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate a Business Combination). The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement pursuant to Rule 5110(g)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners.

Stockholders_ Equity

Stockholders’ Equity	7 Months Ended
	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
Stockholders’ Equity	Note 9 — Stockholders’ Equity Preferred Stock Class A Common Stock — Class B Common Stock The Company’s initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier of (i) one year after the date of the consummation of the Company’s initial Business Combination or (ii) the date on which the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any founder shares. Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing 150 days after the Company’s initial Business Combination, the founder shares will no longer be subject to such transfer restrictions. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares. The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO (not including the shares of Class A common stock issuable to Maxim) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or any private placement-equivalent units issued to the Sponsor, its affiliates or certain of officers and directors upon conversion of Working Capital Loans made to the Company). Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote.

Income Tax

Income Tax	7 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income Tax	Note 10 — Income Tax The Company’s net deferred tax assets are as follows: December 31, Deferred tax asset Organizational costs/Startup expenses $ 41,152 Federal Net Operating loss 21,353 Total deferred tax asset 62,505 Valuation allowance (62,505 ) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: December 31, Federal Current $ — Deferred 62,505 State Current — Deferred — Change in valuation allowance (62,505 ) Income tax provision $ — As of December 31, 2020, the Company has $101,681 of U.S. federal net operating loss carryovers, which do not expire, and no state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from June 2, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $62,505. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Permanent Book/Tax Differences (18.2 )% Change in valuation allowance (2.8 )% Income tax provision — % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOL) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company does not believe that the CARES Act will have a significant impact on Company’s financial position or statement of operations.

Subsequent Events

Subsequent Events	7 Months Ended
	Dec. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. On March 19, 2021, the Company entered into a definitive business combination agreement (the “Business Combination Agreement”) with Arbe Robotics Ltd. (“Arbe”), a leading provider of next-generation 4D Imaging Radar solutions. Pursuant to the Business Combination Agreement. Pursuant to the Business Combination Agreement, among other things, a newly formed subsidiary of Arbe will merge with the company, with the company surviving as a wholly-owned subsidiary of Arbe. Arbe is expected to trade on The Nasdaq Stock Market. The transaction is expected to close in early Q3 2021. Simultaneously with the execution of the Business Combination Agreement, the Company and Arbe entered into PIPE subscription agreements with PIPE investors pursuant to which the PIPE investors would purchase 10,000,000 shares of Class A common stock at a price of $10.00 per share, or a total of $100,000,000 (or at Arbe’s sole election, Arbe could sell the PIPE investors 10,000,000 ordinary shares of Arbe at a price of $10.00 per share). The PIPE financing will be consummated simultaneously with the closing of the transaction under the Business Combination Agreement. The consummation of the transactions contemplated by the PIPE subscription agreements is conditioned on the concurrent closing of the transaction and other customary closing conditions. The PIPE investors include Texas Ventures, an affiliate of the Company, which subscribed for $3,400,000 in the PIPE financing. E. Scott Crist, who is chief executive officer and a director of the Company and the managing member of the Sponsor, is a partner of Texas Ventures.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	7 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows.
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At December 31, 2020, the assets held in the Trust Account were held in treasury funds.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Common Stock Subject to Possible Redemption	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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including 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, common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2020, 5,578,881 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Net Loss Per Common Stock	Net Loss Per Common Stock The Company’s statements of operations include a presentation of loss per share for common stock subject to possible redemption in a manner similar to the two-class method of loss per share. Net loss per share is computed by dividing net loss by the weighted-average number of common stock outstanding during the period. An aggregate of 5,578,881 Class A common stock subject to possible redemption at December 31, 2020 was excluded from the calculation of basic loss per share of common stock since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of the warrants sold in the IPO and Private Placement to purchase an aggregate of 10,938,976 shares of the Company’s Class A common stock in the calculation of diluted loss per share, since they are not yet exercisable. Below is a reconciliation of the net loss per common stock: For the Net loss $ (2,256,654 ) Less: income attributable to common stock subject to possible redemption (1,742 ) Adjusted net loss $ (2,258,396 ) Weighted average shares outstanding, basic and diluted 3,047,043 Basic and diluted net loss per common stock $ (0.74 )
Offering Costs	Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities is expensed, and offering costs associated with the Class A common stock are charged to the stockholders’ equity.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.
Fair Value Measurements	Fair Value Measurements 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. US 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. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the warrant liability is classified as level 3. See Note 7 for additional information on assets and liabilities measured at fair value.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument (see Note 4). FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A common stock and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A common stock.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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 may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Risks and Uncertainties	Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	7 Months Ended
	Dec. 31, 2020
Condensed Financial Information Disclosure [Abstract]
Schedule of restatement of financial statement line item	As Previously Adjustment As Restated Balance Sheet at September 11, 2020 Warrant Liability $ - $ 12,679,255 $ 12,679,255 Class A common stock subject to possible redemption 68,828,860 (12,679,255 ) 56,149,605 Class A common stock 84 125 209 Additional paid-in capital 5,001,512 1,418,954 6,420,466 Accumulated deficit $ (1,810 ) $ (1,419,079 ) $ (1,420,889 ) Balance Sheet at September 30, 2020 Warrant Liability $ - $ 12,679,255 $ 12,679,255 Class A common stock subject to possible redemption, 68,778,192 (12,679,255 ) 56,098,937 Class A common stock 84 126 210 Additional paid-in capital 5,052,180 1,418,953 6,471,133 Accumulated deficit $ (52,476 ) $ (1,419,079 ) $ (1,471,555 ) Statement of Operations for the period from June 2, 2020 (inception) through September 30, 2020 Other expense relating to fair value exceeding amount paid for warrants $ - $ (930,191 ) $ (930,191 ) Warrant issuance costs - (488,888 ) (488,888 ) Net loss $ (52,476 ) $ (1,419,079 ) $ (1,471,555 ) Weighted average shares outstanding, basic and diluted 2,007,250 198,767 2,206,017 Basic and diluted net loss per common stock $ (0.03 ) (0.64 ) (0.67 ) Statement of Operations for the three months ended September 30, 2020 Other expense relating to fair value exceeding amount paid for warrants $ - $ (930,191 ) $ (930,191 ) Warrant issuance costs - (488,888 ) (488,888 ) Net loss $ (50,660 ) $ (1,419,079 ) $ (1,469,739 ) Weighted average shares outstanding, basic and diluted 2,047,500 259,261 2,306,761 Basic and diluted net loss per common stock $ (0.03 ) (0.61 ) (0.64 ) Statement of Cash Flows for the period from June 2, 2020 (inception) through September 30, 2020 Cash Flows from Operating Activities: Net loss $ (52,476 ) $ (1,419,079 ) $ (1,471,555 ) Warrant issuance costs - 488,888 488,888 Other expense relating to fair value exceeding amount paid for warrants $ - $ 930,191 $ 930,191 Balance Sheet at December 31, 2020 Warrant Liability $ - $ 13,391,430 $ 13,391,430 Class A common stock subject to possible redemption, 69,738,123 (13,391,430 ) 56,346,693 Class A common stock 87 133 220 Additional paid-in capital 5,297,371 1,958,876 7,256,247 Accumulated deficit $ (297,645 ) $ (1,959,009 ) $ (2,256,654 ) Statement of Operations for the period from June 2, 2020 (inception) through December 31, 2020 Other expense relating to fair value exceeding amount paid for warrants $ - $ (938,413 ) $ (938,413 ) Unrealized loss on change in fair value of warrants - (523,924 ) (523,924 ) Warrant issuance costs - (496,672 ) (496,672 ) Net loss $ (297,645 ) $ (1,959,009 ) $ (2,256,654 ) Weighted average shares outstanding, basic and diluted 2,389,749 657,294 3,047,043 Basic and diluted net loss per common stock $ (0.13 ) (0.61 ) (0.74 ) Statement of Cash Flows for the period from June 2, 2020 (inception) through December 31, 2020 Cash Flows from Operating Activities: Net loss $ (297,645 ) $ (1,959,009 ) $ (2,256,654 ) Unrealized loss on change in fair value of warrants - 523,924 523,924 Warrant issuance costs - 496,672 496,672 Other expense relating to fair value exceeding amount paid for warrants $ - $ 938,413 $ 938,413

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	7 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Schedule of net loss per common stock	For the Net loss $ (2,256,654 ) Less: income attributable to common stock subject to possible redemption (1,742 ) Adjusted net loss $ (2,258,396 ) Weighted average shares outstanding, basic and diluted 3,047,043 Basic and diluted net loss per common stock $ (0.74 )

Recurring Fair Value Measurem_2

Recurring Fair Value Measurements (Tables)	7 Months Ended
	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Schedule of assets and liabilities measured	December 31, Quoted Significant Significant Assets: U.S. Money Market held in Trust Account $ 77,000,788 $ 77,000,788 $ - $ - $ 77,000,788 $ 77,000,788 $ - $ - Liabilities: Warrant Liability $ 13,391,430 $ - $ - $ 13,391,430 $ 13,391,430 $ - $ - $ 13,391,430
Schedule of changes in the fair value of the warrant liability	Warrant Liability Fair value as of June 2, 2020 $ — Initial fair value of warrant liability upon issuance at IPO 12,679,255 Initial fair value of warrant liability upon issuance at over-allotment 188,251 Revaluation of warrant liability included in other expense within the statement of operations for the period from June 2,2020 (inception) through December 31, 2020 523,924 Fair value as of December 31, 2020 $ 13,391,430

Income Tax (Tables)

Income Tax (Tables)	7 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Schedule of net deferred tax assets	December 31, Deferred tax asset Organizational costs/Startup expenses $ 41,152 Federal Net Operating loss 21,353 Total deferred tax asset 62,505 Valuation allowance (62,505 ) Deferred tax asset, net of allowance $ —
Schedule of income tax provision	December 31, Federal Current $ — Deferred 62,505 State Current — Deferred — Change in valuation allowance (62,505 ) Income tax provision $ —
Schedule of reconciliation of federal income tax rate	Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Permanent Book/Tax Differences (18.2 )% Change in valuation allowance (2.8 )% Income tax provision — %

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)	Oct. 13, 2020	Sep. 11, 2020	Dec. 31, 2020
Organization and Business Operations (Details) [Line Items]
Gross proceeds			$ 75,086,280
Transaction costs			4,729,424
Underwriting fee			1,149,720
Deferred underwriting fee			2,668,260
Fair value of the option granted to the underwriters			390,000
Deemed underwriters compensation			2,016
Other offering costs			$ 519,428
Net proceeds from issuance of sale of units	$ 76,998,360
Closing price per share (in Dollars per share)	$ 10.10
Interest on dissolution expenses	$ 50,000
Percentage of voting rights			80.00%
Percentage of outstanding voting securities			50.00%
Trust account assets, description			The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.10 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).
Net tangible assets			$ 5,000,001
Percentage of outstanding public shares			100.00%
Business combination agreement, description			In the event of such distribution, the Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 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 $10.10 per 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 prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.
Working capital needs			$ 406,381
Sale of founder shares			25,000
Advances from the sponsor			175,000
Trust account			$ 406,381
IPO [Member]
Organization and Business Operations (Details) [Line Items]
Sale of shares (in Shares)		7,500,000
Sale of share price per unit (in Dollars per share)		$ 10
Gross proceeds		$ 75,000,000
Private Warrants [Member]
Organization and Business Operations (Details) [Line Items]
Sale of shares (in Shares)			3,075,000
Sale of share price per unit (in Dollars per share)			$ 1
Gross proceeds			$ 3,075,000
Over-Allotment Option [Member]
Organization and Business Operations (Details) [Line Items]
Sale of shares (in Shares)	123,600
Sale of share price per unit (in Dollars per share)	$ 10
Gross proceeds	$ 1,236,000
Additional shares of trust account (in Shares)	1,248,360
Net proceeds from issuance of sale of units	$ 1,236,000
Sponsor [Member] | Private Warrants [Member]
Organization and Business Operations (Details) [Line Items]
Sale of shares (in Shares)	37,080
Sale of share price per unit (in Dollars per share)	$ 1
Gross proceeds	$ 37,080

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details)	Sep. 08, 2020shares
Public Warrants [Member]
Restatement of Previously Issued Financial Statements (Details) [Line Items]
Warrants issued	7,623,600
Private Warrants [Member]
Restatement of Previously Issued Financial Statements (Details) [Line Items]
Warrants issued	3,105,900
Underwriter Warrants [Member]
Restatement of Previously Issued Financial Statements (Details) [Line Items]
Warrants issued	209,476

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of financial statement line item - USD ($)	3 Months Ended	4 Months Ended	7 Months Ended
	Sep. 30, 2020	Sep. 30, 2020	Dec. 31, 2020	Sep. 11, 2020
As Previously Reported [Member]
Condensed Financial Statements, Captions [Line Items]
Warrant Liability
Class A common stock subject to possible redemption	68,778,192	68,778,192	69,738,123	68,828,860
Class A common stock	84	84	87	84
Additional paid-in capital	5,052,180	5,052,180	5,297,371	5,001,512
Accumulated deficit	(52,476)	(52,476)	(297,645)	(1,810)
Statement of Operations for the period from June 2, 2020 (inception) through September 30, 2020
Other expense relating to fair value exceeding amount paid for warrants
Unrealized loss on change in fair value of warrants
Warrant issuance costs
Net loss	$ (50,660)	(52,476)	(297,645)
Unrealized loss on change in fair value of warrants
Warrant issuance costs
Other expense relating to fair value exceeding amount paid for warrants
Weighted average shares outstanding, basic and diluted (in Shares)	2,047,500	2,007,250	2,389,749
Basic and diluted net loss per common stock (in Dollars per share)	$ (0.03)	$ (0.03)	$ (0.13)
Adjustment [Member]
Condensed Financial Statements, Captions [Line Items]
Warrant Liability	$ 12,679,255	$ 12,679,255	$ 13,391,430	12,679,255
Class A common stock subject to possible redemption	(12,679,255)	(12,679,255)	(13,391,430)	(12,679,255)
Class A common stock	126	126	133	125
Additional paid-in capital	1,418,953	1,418,953	1,958,876	1,418,954
Accumulated deficit	(1,419,079)	(1,419,079)	(1,959,009)	(1,419,079)
Statement of Operations for the period from June 2, 2020 (inception) through September 30, 2020
Other expense relating to fair value exceeding amount paid for warrants	(930,191)	(930,191)	(938,413)
Unrealized loss on change in fair value of warrants			(523,924)
Warrant issuance costs	(488,888)	(488,888)	(496,672)
Net loss	$ (1,419,079)	(1,419,079)	(1,959,009)
Unrealized loss on change in fair value of warrants			523,924
Warrant issuance costs		488,888	496,672
Other expense relating to fair value exceeding amount paid for warrants		$ 930,191	$ 938,413
Weighted average shares outstanding, basic and diluted (in Shares)	259,261	198,767	657,294
Basic and diluted net loss per common stock (in Dollars per share)	$ (0.61)	$ (0.64)	$ (0.61)
As Restated [Member]
Condensed Financial Statements, Captions [Line Items]
Warrant Liability	$ 12,679,255	$ 12,679,255	$ 13,391,430	12,679,255
Class A common stock subject to possible redemption	56,098,937	56,098,937	56,346,693	56,149,605
Class A common stock	210	210	220	209
Additional paid-in capital	6,471,133	6,471,133	7,256,247	6,420,466
Accumulated deficit	(1,471,555)	(1,471,555)	(2,256,654)	$ (1,420,889)
Statement of Operations for the period from June 2, 2020 (inception) through September 30, 2020
Other expense relating to fair value exceeding amount paid for warrants	(930,191)	(930,191)	(938,413)
Unrealized loss on change in fair value of warrants			(523,924)
Warrant issuance costs	(488,888)	(488,888)	(496,672)
Net loss	$ (1,469,739)	(1,471,555)	(2,256,654)
Unrealized loss on change in fair value of warrants			523,924
Warrant issuance costs		488,888	496,672
Other expense relating to fair value exceeding amount paid for warrants		$ 930,191	$ 938,413
Weighted average shares outstanding, basic and diluted (in Shares)	2,306,761	2,206,017	3,047,043
Basic and diluted net loss per common stock (in Dollars per share)	$ (0.64)	$ (0.67)	$ (0.74)

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
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Common stock subject to possible redemption	5,578,881
Aggregate of common stock subject to possible redemption excluded from basic loss per share of common stock	5,578,881
Warrant sold	10,938,976

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of net loss per common stock	7 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
Schedule of net loss per common stock [Abstract]
Net loss	$ (2,256,654)
Less: income attributable to common stock subject to possible redemption	(1,742)
Adjusted net loss	$ (2,258,396)
Weighted average shares outstanding, basic and diluted (in Shares) | shares	3,047,043	[1]
Basic and diluted net loss per common stock (in Dollars per share) | $ / shares	$ (0.74)	[2]
[1]	Excludes 5,578,881 shares subject to possible redemption. (See Note 5)
[2]	Excludes interest income attributable to shares subject to possible redemption of $2,428.

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares	Sep. 11, 2020	Dec. 31, 2020
Initial Public Offering (Details) [Line Items]
Common stock price per shares		$ 11.50
Initial business combination expire term		5 years
Private placement warrants, description		● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Sale of shares (in Shares)	7,500,000
Purchase price per units	$ 10
Warrant [Member]
Initial Public Offering (Details) [Line Items]
Initial business combination, description		initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s sponsor or its affiliates, without taking into account any founder shares held by the Company’s sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Class A Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Common stock price per shares		$ 11.50

Private Placement (Details)

Private Placement (Details) - Warrant [Member]	7 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
Private Placement (Details) [Line Items]
Aggregate purchase price, shares | shares	3,075,000
Share price | $ / shares	$ 1
Aggregate purchase price, amount | $	$ 3,075,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Oct. 13, 2020	Sep. 14, 2020	Sep. 11, 2020	Sep. 08, 2020	Jun. 24, 2020	Dec. 31, 2020	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Principle amount					$ 300,000
Proceeds from issuance of promissory note to related party			$ 175,000
Formation costs							$ 1,816
Price per warrant (in Dollars per share)							$ 1
Warrants issued (in Shares)							1,500,000
Conversion of notes							$ 1,500,000
Related party extension loans, description							The Company will have until 15 months from the closing of the IPO to consummate an initial Business Combination. However, if the Company anticipates that it may not be able to consummate its initial Business Combination within 15 months, the Company may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 21 months to complete a Business Combination). In order to extend the time available for the Company to consummate its initial Business Combination, the Company’s Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $750,000, or up to $862,500 if the underwriters’ over-allotment option is exercised in full ($0.10 per share in either case) on or prior to the date of the applicable deadline, for each three month extension (up to an aggregate of $1,500,000 (or up to $1,725,000 if the underwriters’ over-allotment option is exercised in full), or $0.20 per share, if the Company extends for the full six months).
Value of shares in cash
Amount per month for office space, utilities, secretarial and administrative support services				$ 10,000		$ 40,000
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Repayment of promissory note to related party		$ 175,000
Shares issued (in Shares)					1,725,000
Value of shares in cash					$ 25,000
Price per share (in Dollars per share)					$ 0.014
Sale of stock, description							On August 13, 2020, the Company effected a 0.25 for 1 stock dividend for each share of Class B common stock outstanding, resulting in the sponsor holding an aggregate of 2,156,250 founder shares (up to 281,250 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised).
Business combination, description							The Sponsor has agreed not to transfer, assign or sell its founder shares until the earlier of (i) one year after the date of the consummation of the Company’s initial Business Combination or (ii) the date on which the closing price of the Company’s shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing 150 days after the Company’s initial Business Combination.
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Shares forfeited (in Shares)	250,350

Recurring Fair Value Measurem_3

Recurring Fair Value Measurements (Details) - Schedule of assets and liabilities measured	Dec. 31, 2020USD ($)
Recurring Fair Value Measurements (Details) - Schedule of assets and liabilities measured [Line Items]
U.S. Money Market held in Trust Account	$ 77,000,788
Total	77,000,788
Warrant Liability	13,391,430
Total	13,391,430
Quoted Prices In Active Markets Level 1 [Member]
Recurring Fair Value Measurements (Details) - Schedule of assets and liabilities measured [Line Items]
U.S. Money Market held in Trust Account	77,000,788
Total	77,000,788
Warrant Liability
Total
Significant Other Observable Inputs Level 2 [Member]
Recurring Fair Value Measurements (Details) - Schedule of assets and liabilities measured [Line Items]
U.S. Money Market held in Trust Account
Total
Warrant Liability
Total
Significant Other Unobservable Inputs Level 3 [Member]
Recurring Fair Value Measurements (Details) - Schedule of assets and liabilities measured [Line Items]
U.S. Money Market held in Trust Account
Total
Warrant Liability	13,391,430
Total	$ 13,391,430

Recurring Fair Value Measurem_4

Recurring Fair Value Measurements (Details) - Schedule of changes in the fair value of the warrant liability - Warrant Liability [Member]	7 Months Ended
	Dec. 31, 2020USD ($)
Product Warranty Liability [Line Items]
Fair value as of June 2, 2020
Initial fair value of warrant liability upon issuance at IPO	12,679,255
Initial fair value of warrant liability upon issuance at over-allotment	188,251
Revaluation of warrant liability included in other expense within the statement of operations for the period from June 2,2020 (inception) through December 31, 2020	523,924
Fair value as of December 31, 2020	$ 13,391,430

Commitments (Details)

Commitments (Details) - USD ($)	Oct. 13, 2020	Sep. 11, 2020	Dec. 31, 2020
Commitments (Details) [Line Items]
Issuance of additional units		1,125,000
Agreement, description		the underwriters were paid a cash underwriting fee of 1.5% of the gross proceeds of the Initial Public Offering, or $1,125,000 (or up to $1,350,000 if the underwriters’ over-allotment is exercised in full). Additionally, the underwriters will be entitled to a deferred underwriting fee of 3.5% of the gross proceeds of the Initial Public Offering, or $2,625,000 (or up to $3,018,750 if the underwriters’ over-allotment is exercised in full), upon the completion of the Company’s initial Business Combination.
Generating gross proceeds (in Dollars)	$ 76,998,360
Warrant price per share (in Dollars per share)			$ 11.50
Shares forfeited	250,350
Unit purchase option, description			The option and the 200,000 units (or 230,000 units if the underwriters’ over-allotment option is exercised in full), as well as the 200,000 shares of Class A common stock (or 230,000 shares if the underwriters’ over-allotment option is exercised in full), and the warrants to purchase 200,000 shares of Class A common stock (or 230,000 shares if the underwriters’ over-allotment option is exercised in full) that may be issued upon exercise of the option, have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the Effective Date or the commencement of sales in the IPO pursuant to Rule 5110(g)(1) of FINRA’s Rules, during which time the option may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities.
Fair value assumption, expected volatility rate			27.49%
Fair value assumption, risk free interest rate			0.26%
Fair value assumption, expected term			5 years
Right of first refusal, description			Subject to certain conditions, the Company will grant Maxim, for a period of 12 months after the date of the consummation of a Business Combination, a right of first refusal to act as lead underwriters or minimally as a co-manager, with at least 75% of the economics; or, in the case of a three-handed deal 50% of the economics, for any and all future public and private equity and debt offerings.
Estimated fair value stock (in Dollars)	$ 2,016
Maxim Group LLC [Member]
Commitments (Details) [Line Items]
Unit purchase option, description			The Company sold to Maxim Group LLC (“Maxim”), the representative of the underwriters (and/or its designees), for $100, an option to purchase up to a total of 200,000 units (or 230,000 units if the underwriters’ over-allotment option was exercised in full) exercisable, in whole or in part, at $11.50 per unit, commencing on the later of (i) the consummation of a Business Combination, or (ii) six months from September 11, 2020. The purchase option may be exercised for cash or on a cashless basis, at the holder’s option, and expires five years from the Effective Date. The Company accounted for the Unit Purchase Option, inclusive of the receipt of $100 cash payment, as an expense of the Initial Public Offering resulting in a charge directly to stockholders’ equity. The Company estimated the fair value of the unit purchase option is $390,000 (or $1.95 per Unit) using the Black-Scholes option-pricing model.
Maxim Partners LLC [Member]
Commitments (Details) [Line Items]
Shares issued	1,236
Over-Allotment Option [Member]
Commitments (Details) [Line Items]
Shares issued	123,600
Price per share (in Dollars per share)	$ 10
Generating gross proceeds (in Dollars)	$ 1,236,000
Issuance of units	123,600
Additional option (in Dollars)	$ 1,248,360
Private Placement Warrants [Member]
Commitments (Details) [Line Items]
Generating gross proceeds (in Dollars)	$ 37,080
Issuance of units	37,080
Warrant price per share (in Dollars per share)	$ 1
Class A Common Stock [Member]
Commitments (Details) [Line Items]
Warrant price per share (in Dollars per share)			$ 11.50
Class A Common Stock [Member] | Maxim Partners LLC [Member]
Commitments (Details) [Line Items]
Shares issued		150,000

Stockholders_ Equity (Details)

Stockholders’ Equity (Details) - USD ($)	Oct. 13, 2020	Aug. 13, 2020	Jun. 24, 2020	Dec. 31, 2020
Stockholders’ Equity (Details) [Line Items]
Preferred stock, shares authorized				1,000,000
Preferred stock, par value (in Dollars per share)				$ 0.0001
Preferred stock, shares issued				0
Preferred stock, shares outstanding				0
Closing price per share (in Dollars per share)				$ 12
Percentage of converted basis sum of total number of common stock outstanding				20.00%
Founder Shares [Member]
Stockholders’ Equity (Details) [Line Items]
Shares forfeited	250,350
Class A Common Stock {Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized				100,000,000
Common stock, par value (in Dollars per share)				$ 0.0001
Common stock, shares issued				2,195,955
Common shares subject to possible redemption				5,578,881
Common stock, shares outstanding				2,195,955
Class B Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized				20,000,000
Common stock, par value (in Dollars per share)				$ 0.0001
Common stock, shares issued			1,725,000	1,905,900
Share subject to forfeiture				225,000
Reverse stock split , description		the Company effected a 0.25 for 1 stock dividend for each share of Class B common stock outstanding, resulting in the initial stockholder holding an aggregate of 2,156,250 shares of Class B common stock (up to 281,250 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised).
Common stock, shares outstanding				1,905,900
Class B Common Stock [Member] | Industrial Tech Partners, LLC [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock value issued (in Dollars)			$ 25,000
Price per share (in Dollars per share)			$ 0.014

Income Tax (Details)

Income Tax (Details) - USD ($)	1 Months Ended	7 Months Ended
	Mar. 27, 2020	Dec. 31, 2020
Income Tax Disclosure [Abstract]
U.S. federal net operating loss carryforwards		$ 101,681
Change in deferred tax assets valuation allowance		$ 62,505
Net operating loss carryforwards, description	The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOL) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions.

Income Tax (Details) - Schedule

Income Tax (Details) - Schedule of net deferred tax assets	Dec. 31, 2020USD ($)
Deferred tax asset
Organizational costs/Startup expenses	$ 41,152
Federal Net Operating loss	21,353
Total deferred tax asset	62,505
Valuation allowance	(62,505)
Deferred tax asset, net of allowance

Income Tax (Details) - Schedu_2

Income Tax (Details) - Schedule of income tax provision	7 Months Ended
	Dec. 31, 2020USD ($)
Federal
Current
Deferred	62,505
State
Current
Deferred
Change in valuation allowance	(62,505)
Income tax provision

Income Tax (Details) - Schedu_3

Income Tax (Details) - Schedule of reconciliation of federal income tax rate	7 Months Ended
	Dec. 31, 2020
Schedule of reconciliation of federal income tax rate [Abstract]
Statutory federal income tax rate	21.00%
State taxes, net of federal tax benefit	0.00%
Permanent Book/Tax Differences	(18.20%)
Change in valuation allowance	(2.80%)
Income tax provision

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member]	Mar. 19, 2021USD ($)$ / sharesshares
Subsequent Events (Details) [Line Items]
Pipe investors purchase shares | shares	10,000,000
Shares purchase price | $ / shares	$ 10
Common stock value | $	$ 100,000,000
Pipe investors include texas venture affiliate subcribed | $	$ 3,400,000
Class A Common Stock [Member]
Subsequent Events (Details) [Line Items]
Pipe investors purchase shares | shares	10,000,000
Shares purchase price | $ / shares	$ 10