Global Gas (HGAS) 10-K/A 21 Jun 21 2020 FY Annual report (amended) Financial data

Document And Entity Information

Document And Entity Information - USD ($)	6 Months Ended
	Dec. 31, 2020	Mar. 26, 2021	Jun. 30, 2020
Document Information Line Items
Entity Registrant Name	Dune Acquisition Corp
Document Type	10-K/A
Current Fiscal Year End Date	--12-31
Entity Public Float			$ 176,640,000
Amendment Flag	true
Amendment Description	References throughout this Amendment No. 1 to the Annual Report on Form 10-K to “we,” “us,” the “Company” or “our company” are to Dune Acquisition Corporation, unless the context otherwise indicates. This Amendment No. 1 (“Amendment No. 1”) to the Annual Report on Form 10-K/A amends the Annual Report on Form 10-K of Dune Acquisition Corporation, for the year ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on March 29, 2021 (the “Original Filing”).On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to being treated as equity. Since their issuance on December 22, 2020 at the time of the Company’s initial public offering, our warrants were accounted for as equity within our balance sheet, and after discussion and evaluation, including with our independent auditors, we have concluded that our warrants should be presented as liabilities with subsequent fair value remeasurement.Therefore, the Company’s management and the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) concluded that, in light of the SEC Statement, (i) certain items on the Company’s previously issued audited balance sheet dated as of December 22, 2020 which was related to its initial public offering and (ii) the Company’s previously issued audited financial statements as of December 31, 2020 and for the period from June 18, 2020 (inception) through December 31, 2020 (the “Affected Periods”) included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “Annual Report”) should no longer be relied upon and that it is appropriate to restate the Annual Report. The Company will file an amendment to the Annual Report, which will include the restated audited financial statements for the Affected Periods.The Company has not amended its previously filed Current Report on Form 8-K for the Affected Periods. The financial information that has been previously filed or otherwise reported for these periods is superseded by the information in this Annual Report, and the financial statements and related financial information contained in such previously filed reports should no longer be relied upon.Historically, our outstanding warrants to purchase common stock (the “Warrants”) were reflected as a component of equity as opposed to liabilities on the balance sheet and the statement of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants, based on our application of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. We reassessed our accounting for Warrants issued on December 22, 2020, in light of the SEC Staff’s published views. Based on this reassessment, we determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in our Statement of Operations each reporting period.We are filing this Amendment No. 1 to include additional risk factors under Item 1A, the Management’s Discussion and Analysis of Financial Condition and Results of Operation described in Item 7, and Financial Statements and Supplementary Data described in Item 8, which such financial data give effect to the change in accounting for the Warrants as disclosed in the Original Filing, and Item 9A, Controls and Procedures.The change in accounting for the Warrants did not have any impact on our liquidity, cash flows, revenues or costs of operating our business and the other non-cash adjustments to the Financial Statements, in the Affected Period or in any of the periods included in Item 8, Financial Statements and Supplementary Data in this filing. The change in accounting for the Warrants does not impact the amounts previously reported for the Company’s cash and cash equivalents, investments held in trust account, operating expenses or total cash flows from operations for the Affected Period.In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Item 1A, Risk Factors, is hereby amended to add additional risk factors, and Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operation, and Item 8, Financial Statements and Supplementary Data, of the Original Filing are hereby amended and restated in their entirety. This Amendment No. 1 should be read in conjunction with the Original Filing and with our other filings with the SEC subsequent to the Original Filing.This Amendment No. 1 does not reflect events occurring after the filing of the Original Filing, and, except as described above, does not modify or update any other disclosures in the Original Filing.
Entity Central Index Key	0001817232
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	001-39819
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		17,250,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		4,312,500

Balance Sheet

Balance Sheet	Dec. 31, 2020USD ($)
Current assets:
Cash	$ 941,242
Prepaid expenses	316,989
Total current assets	1,258,231
Investments held in Trust Account	172,511,212
Total Assets	173,769,443
Current liabilities:
Accounts payable	332,263
Accrued expenses	70,000
Franchise tax payable	106,899
Total current liabilities	509,162
Deferred underwriting commissions	6,037,500
Derivative warrant liabilities	14,580,610
Total liabilities	21,127,272
Commitments and Contingencies
Class A common stock, $0.0001 par value; 14,764,217 shares subject to possible redemption at $10.00 per share	147,642,170
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 2,485,783 shares issued and outstanding (excluding 14,764,217 shares subject to possible redemption)	249
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 4,312,500 shares issued and outstanding	431
Additional paid-in capital	7,281,347
Accumulated deficit	(2,282,026)
Total stockholders’ equity	5,000,001
Total Liabilities and Stockholders’ Equity	$ 173,769,443

Balance Sheet (Parentheticals)

Balance Sheet (Parentheticals)	Dec. 31, 2020$ / sharesshares
Preferred stock par value (in Dollars per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Class A Common Stock
Shares subject to possible redemption (in Dollars per share) | $ / shares	$ 14,764,217
Subject to possible redemption per share (in Dollars per share) | $ / shares	10
Common stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	380,000,000
Common stock, shares issued	2,485,783
Common stock, shares outstanding	2,485,783
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	4,312,500
Common stock, shares outstanding	4,312,500

Statement of Operations

Statement of Operations	6 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
General and administrative expenses	$ 33,465
General and administrative expenses - related party	10,000
Franchise tax expense	106,899
Total operating expenses	(150,364)
Other income (expense)
Change in fair value of derivative warrant liabilities	(1,673,870)
Financing costs - derivative warrant liabilities	(469,004)
Gain on investments held in Trust Account	11,212
Net loss	(2,282,026)
Class A Common Stock
Other income (expense)
Net loss
Weighted average shares outstanding common stock (in Shares) | shares	17,250,000
Basic and diluted net loss per share common stock (in Dollars per share) | $ / shares
Class B Common Stock
Other income (expense)
Net loss
Weighted average shares outstanding common stock (in Shares) | shares	3,782,143
Basic and diluted net loss per share common stock (in Dollars per share) | $ / shares	$ (0.60)

Statement of Changes in Stockho

Statement of Changes in Stockholders’ Equity - 6 months ended Dec. 31, 2020 - USD ($)	Class A Common Stock	Class B Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Jun. 17, 2020
Balance (in Shares) at Jun. 17, 2020
Issuance of Class B common stock to Sponsor		$ 431	24,569		25,000
Issuance of Class B common stock to Sponsor (in Shares)		4,312,500
Sale of units in initial public offering, less fair value of public warrants	$ 1,725		164,271,495		164,273,220
Sale of units in initial public offering, less fair value of public warrants (in Shares)	17,250,000
Offering costs			(9,544,063)		(9,544,063)
Excess of cash received over fair value of private placement warrants			170,040		170,040
Common stock subject to possible redemption	$ (1,476)		(147,640,694)		(147,642,170)
Common stock subject to possible redemption (in Shares)	(14,764,217)
Net loss				(2,282,026)	(2,282,026)
Balance at Dec. 31, 2020	$ 249	$ 431	$ 7,281,347	$ (2,282,026)	$ 5,000,001
Balance (in Shares) at Dec. 31, 2020	2,485,783	4,312,500

Statement of Cash Flows

Statement of Cash Flows	6 Months Ended
	Dec. 31, 2020USD ($)
Cash Flows from Operating Activities:
Net loss	$ (2,282,026)
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative expenses paid by Sponsor under promissory note	959
Change in fair value of derivative warrant liabilities	1,673,870
Financing costs - derivative warrant liabilities	469,004
Gain on investments held in Trust Account	(11,212)
Changes in operating assets and liabilities:
Prepaid expenses	(316,989)
Accounts payable	332,263
Franchise tax payable	106,899
Net cash used in operating activities	(27,232)
Cash Flows from Investing Activities
Cash deposited in Trust Account	(172,500,000)
Net cash used in investing activities	(172,500,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor	25,000
Proceeds from note payable to related party	30,000
Repayment of note payable to related party	(30,959)
Proceeds received from initial public offering, gross	172,500,000
Proceeds received from private placement	4,850,000
Offering costs paid	(3,905,567)
Net cash provided by financing activities	173,468,474
Net increase in cash	941,242
Cash - beginning of the period
Cash - end of the period	941,242
Supplemental disclosure of noncash activities:
Offering costs included in accrued expenses	70,000
Deferred underwriting commissions in connection with the initial public offering	6,037,500
Initial value of Class A common stock subject to possible redemption	162,258,020
Decrease in value of Class A common stock subject to possible redemption	$ (14,615,850)

Description of Organization and

Description of Organization and Business Operations	6 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Description of Organization and Business Operations	Note 1—Description of Organization and Business Operations Dune Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on June 18, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from June 18, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Dune Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on December 17, 2020. On , the Company consummated its Initial Public Offering of units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $172.5 million, and incurring offering costs of approximately $10.0 million, of which approximately $6.0 million was for deferred underwriting commissions (Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $4.9 million (Note 5). Upon the closing of the Initial Public Offering and the Private Placement, $172.5 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was held in a The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders (the “Public Stockholders”) of the Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares are recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering, or June 22, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, except for the Company’s independent registered public accounting firm, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of December 31, 2020, the Company had approximately $941,000 in cash, approximately $317,000 in prepaid expenses, and working capital of approximately $856,000 (excluding tax obligations of approximately $107,000 that may be paid using investment income earned from the Trust Account). The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to purchase Founders Shares (as defined in Note 5), and loan proceeds from the Sponsor of approximately $31,000 under the Note (Note 5). The Company repaid the loan in full on December 22, 2020. Subsequent from the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. 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 results of operations, financial position and cash flows 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 results of operations, financial position and cash flows 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.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	6 Months Ended
	Dec. 31, 2020
Condensed Financial Information Disclosure [Abstract]
Restatement of Previously Issued Financial Statements	Note 2 —Restatement of Previously Issued Financial Statements In April 2021, the Company concluded that, because of a misapplication of the accounting guidance related to its Public and Private Placement warrants the Company issued in December 2020, the Company’s previously issued financial statements for the Affected Period should no longer be relied upon. As such, the Company is restating its financial statements for the Affected Period included in this Annual Report. On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to being treated as equity. Since their issuance on December 22, 2020 at the time of the Company’s initial public offering, our warrants were accounted for as equity within our balance sheet, and after discussion and evaluation, including with our independent auditors, we have concluded that our warrants should be presented as liabilities with subsequent fair value remeasurement. Therefore, the Company’s management and the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) concluded that, in light of the SEC Statement, (i) certain items on the Company’s previously issued audited balance sheet dated as of December 22, 2020 which was related to its initial public offering and (ii) the Company’s previously issued audited financial statements as of December 31, 2020 and for the period from June 18, 2020 (inception) through December 31, 2020 (the “Affected Periods”) included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “Annual Report”) should no longer be relied upon and that it is appropriate to restate the Annual Report. The Company will file an amendment to the Annual Report, which will include the restated audited financial statements for the Affected Periods. The Company has not amended its previously filed Current Report on Form 8-K for the Affected Periods. The financial information that has been previously filed or otherwise reported for these periods is superseded by the information in this Annual Report, and the financial statements and related financial information contained in such previously filed reports should no longer be relied upon. Historically, the Company’s outstanding warrants to purchase common stock (the “Warrants”) were reflected as a component of equity as opposed to liabilities on the balance sheet and the statement of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants, based on the Company’s application of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity Impact of the Restatement The impact of the restatement on the balance sheets, statements of operations and statements of cash flows for the Affected Period is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. As of December 31, 2020 As Previously Restatement As Restated Balance Sheet Total assets $ 173,769,443 $ - $ 173,769,443 Liabilities and stockholders’ equity Total current liabilities $ 509,162 $ - $ 509,162 Deferred underwriting commissions 6,037,500 - 6,037,500 Derivative warrant liabilities - 14,580,610 14,580,610 Total liabilities 6,546,662 14,580,610 21,127,272 Class A common stock, $0.0001 par value; shares subject to possible redemption 162,222,780 (14,580,610 ) 147,642,170 Stockholders’ equity Preferred stock- $0.0001 par value - - - Class A common stock - $0.0001 par value 103 146 249 Class B common stock - $0.0001 par value 431 - 431 Additional paid-in-capital 5,138,619 2,142,728 7,281,347 Accumulated deficit (139,152 ) (2,142,874 ) (2,282,026 ) Total stockholders’ equity 5,000,001 - 5,000,001 Total liabilities and stockholders’ equity $ 173,769,443 $ - $ 173,769,443 Period From June 18, 2020 (inception) Through As Restatement As Statement of Operations and Comprehensive Loss Loss from operations $ (150,364 ) $ - $ (150,364 ) Other (expense) income: Change in fair value of warrant liabilities - (1,673,870 ) (1,673,870 ) Financing costs - derivative warrant liabilities - (469,004 ) (469,004 ) Gain on investments held in Trust Account 11,212 - 11,212 Total other (expense) income 11,212 (2,142,874 ) (2,131,662 ) Net loss $ (139,152 ) $ (2,142,874 ) $ (2,282,026 ) Basic and Diluted weighted-average Class A common stock outstanding 17,250,000 - 17,250,000 Basic and Diluted net loss per share, Class A common stock $ - - $ - Basic and Diluted weighted-average Class B common stock outstanding 3,782,143 - 3,782,143 Basic and Diluted net loss per share, Class B common stock $ (0.04 ) (0.56 ) $ (0.60 ) Period From June 18, 2020 (inception) As Restatement As Restated Statement of Cash Flows Net loss $(139,152 ) $(2,142,874) $(2,282,026 ) Change in fair value of derivative warrant liabilities - 1,673,870 1,673,870 Financing costs – derivative warrant liabilities - 469,004 469,004 Initial value of Class A common stock subject to possible redemption 162,258,020 - 162,258,020 Change in fair value of Class A common stock subject to possible redemption (35,240) (14,580,610) (14,615,850) The impact to the balance sheet dated December 22, 2020, filed on Form 8-K on December 30, 2020 related to the impact of accounting for public and private warrants as liabilities at fair value resulted in approximately a $12.9 million increase to the warrant liabilities line item on December 22, 2020 and approximately a $12.9 million decrease to the Class A common stock subject to redemption mezzanine equity line item as well as an increase to additional paid-in capital of approximately $0.5 million and a decrease to accumulated deficit of approximately $0.5 million.

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	6 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	Note 3—Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars, in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the year ended December 31, 2020 (collectively, the “Affected Period”), are restated in this Annual Report on Form 10-K/A (Amendment No. 1) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited and unaudited condensed financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the deriviative warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in interest and dividends from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model. Fair Value of Financial Instruments As of December 31, 2020, the carrying values of cash, accounts payable, accrued expenses and franchise tax payable approximate their fair values due to the short-term nature of the instruments. As of December 31, 2020, the Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately $0.5 million is included in financing cost - derivative warrant liabilities in the statement of operations and $9.5 million is included in stockholders’ equity. The Company will keep deferred underwriting commissions classified as a long-term liability due to the uncertain nature of the closing of the business combination and its encumbrance to the trust account. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 8,625,000 issued in connection with the Initial Public Offering (the “Public Warrants”) and the 4,850,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2020, a total of 14,764,217 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Loss Per Share of Common Stock Net loss per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 13,475,000 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per common share is the same as basic earnings per common share for the period presented. The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Class A common stock is calculated by dividing the net gain from investments held in the Trust Account of approximately $11,000, net of applicable franchise taxes of approximately $11,000 for the period from June 18, 2020 (inception) through December 31, 2020, by the weighted average number of shares of Class A common stock outstanding for the period. Net loss per share, basic and diluted for Class B common stock for the period from June 18, 2020 (inception) through December 31, 2020 is calculated by dividing general and administration expenses of approximately $43,000, change in fair value of derivative warrant liabilities of $1.7 million, financing costs- derivative warrant liabilities of $0.5 million and franchise taxes of approximately $96,000, resulting in a net loss of approximately $2.3 million, by the weighted average number of Class B common stock outstanding for the period. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	6 Months Ended
	Dec. 31, 2020
Initial Public Offering Disclosure [Abstract]
Initial Public Offering	Note 4—Initial Public Offering On , the Company consummated its Initial Public Offering of Units, including Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $172.5 million, and incurring offering costs of approximately $10.0 million, of which approximately $6.0 million was for deferred underwriting commissions. Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

Related Party Transactions

Related Party Transactions	6 Months Ended
	Dec. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On July 10, 2020, the Sponsor purchased 3,737,500 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for an aggregate price of $25,000. On December 17, 2020, pursuant to the amended and restated certificate of incorporation, each share of the Company’s Class B common stock outstanding immediately prior to December 17, 2020 was converted into one and two-thirteenths (1 2 13 The underwriter exercised its over-allotment option in full on December 22, 2020; thus, these 562,500 Founder Shares were no longer subject to forfeiture. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, and (B) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their 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. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $4.9 million. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) are transferable, assignable or salable until 30 days after the completion of the initial Business Combination. Related Party Loans On June 18, 2020, the Sponsor agreed to loan the Company an aggregate of up to $200,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $31,000 under the Note and fully repaid the Note in full on December 22, 2020 In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on Nasdaq until the earlier of the Company’s consummation of a Business Combination or the Company’s liquidation, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors of the Company or their affiliates.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any underlying securities) are entitled to registration rights pursuant to a registration rights agreement. These holders are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, or $3.45 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per unit, or approximately $6.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Derivative Warrant Liabilities

Derivative Warrant Liabilities	6 Months Ended
	Dec. 31, 2020
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract]
Derivative Warrant Liabilities	Note 7 – Derivative Warrant Liabilities As of December 31, 2020, the Company had 8,625,000 and 4,850,000 Public Warrants and Private Warrants outstanding, respectively. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless” basis, and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. If (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price of the Warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may call the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last sales price of the Class A common stock equals or exceeds $18.00 per share on each of 20 trading days within the 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Stockholders_ Equity

Stockholders’ Equity	6 Months Ended
	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
Stockholders’ Equity	Note 8 — Stockholders’ Equity Preferred Stock there were no shares of preferred stock issued or outstanding. Class A Common Stock there were 2,485,783 shares of Class A common stock issued or outstanding, excluding 14,764,217 shares subject to possible redemption. Class B Common Stock 2 13 The underwriter exercised its over-allotment option in full on December 22, 2020; thus, these 562,500 Founder Shares were no longer subject to forfeiture. Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 9—Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: Description Quoted Prices Significant Other Significant Other Assets: Investments held in Trust Account (1) $ 172,511,212 $ - $ - Liabilities: Derivative warrant liabilities $ - $ - $ 14,580,610 (1) Excludes $518 of investments held in cash within the Trust Account. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between levels of the hierarchy in during the period from June 18, 2020 (inception) through December 31, 2020. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model. For the period ended December 31, 2020, the Company recognized a charge to the statement of operations resulting from an increase in the fair value of liabilities of $1.7 million presented as change in fair value of derivative warrant liabilities in the accompanying statement of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants was determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of As of Exercise price $ 11.50 $ 11.50 Unit price $ 10.00 $ 10.25 Volatility 16.90 % 17.70 % Stock price $ 9.52 $ 9.71 Expected life of the options to convert (years) 6.50 6.47 Risk-free rate 0.60 % 0.57 % The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the period from June 18, 2020 (inception) through December 31, 2020 is summarized as follows: Derivative warrant liabilities at June 18, 2020 (inception) $ - Issuance of Public and Private Warrants on December 18, 2020 - Level 3 12,906,740 Change in fair value of derivative warrant liabilities - Level 3 1,673,870 Derivative warrant liabilities at Level 3, December 31, 2020 $ 14,580,610

Income Taxes

Income Taxes	6 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income Taxes	Note 10—Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. There was no income tax expense for the period from June 18, 2020 (inception) through December 31, 2020. The income tax provision (benefit) consists of the following for the period from June 18, 2020 (inception) through December 31, 2020: Current Federal $ - State - Deferred Federal (29,222 ) State - Valuation allowance 29,222 Income tax provision $ - The Company’s net deferred tax assets are as follows as of December 31, 2020: Deferred tax assets: Start-up/Organization costs $ 9,128 Net operating loss carryforwards 20,094 Total deferred tax assets 29,222 Valuation allowance (29,222 ) Deferred tax asset, net of allowance $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. As of December 31, 2020, deferred tax assets were comprised of $9,128 in start-up/organization costs and $20,094 in net operating losses carried forward for a total of $29,222. 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. There were no unrecognized tax benefits as of December 31, 2020. No amounts were accrued for the payment of interest and penalties at December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows for the period from June 18, 2020 (inception) through December 31, 2020: Statutory federal income tax rate 21.0 % Change in fair value and financing costs of derivative warrant liabilities (19.7 )% Change in valuation allowance (1.3 )% Income tax expense 0.0 %

Subsequent Events

Subsequent Events	6 Months Ended
	Dec. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 11—Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through the date the financial statements were issued require potential adjustment to or disclosure in the financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Basis of presentation	Basis of Presentation The accompanying financial statements are presented in U.S. dollars, in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the year ended December 31, 2020 (collectively, the “Affected Period”), are restated in this Annual Report on Form 10-K/A (Amendment No. 1) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited and unaudited condensed financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the deriviative warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly 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.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Investments Held in the Trust Account	Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in interest and dividends from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit.
Fair Value Measurement	Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model.
Fair Value of Financial Instruments	Fair Value of Financial Instruments As of December 31, 2020, the carrying values of cash, accounts payable, accrued expenses and franchise tax payable approximate their fair values due to the short-term nature of the instruments. As of December 31, 2020, the Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately $0.5 million is included in financing cost - derivative warrant liabilities in the statement of operations and $9.5 million is included in stockholders’ equity. The Company will keep deferred underwriting commissions classified as a long-term liability due to the uncertain nature of the closing of the business combination and its encumbrance to the trust account.
Derivative Warrant Liabilities	Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 8,625,000 issued in connection with the Initial Public Offering (the “Public Warrants”) and the 4,850,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2020, a total of 14,764,217 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Net Loss Per Share of Common Stock	Net Loss Per Share of Common Stock Net loss per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 13,475,000 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per common share is the same as basic earnings per common share for the period presented. The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Class A common stock is calculated by dividing the net gain from investments held in the Trust Account of approximately $11,000, net of applicable franchise taxes of approximately $11,000 for the period from June 18, 2020 (inception) through December 31, 2020, by the weighted average number of shares of Class A common stock outstanding for the period. Net loss per share, basic and diluted for Class B common stock for the period from June 18, 2020 (inception) through December 31, 2020 is calculated by dividing general and administration expenses of approximately $43,000, change in fair value of derivative warrant liabilities of $1.7 million, financing costs- derivative warrant liabilities of $0.5 million and franchise taxes of approximately $96,000, resulting in a net loss of approximately $2.3 million, by the weighted average number of Class B common stock outstanding for the period.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	6 Months Ended
	Dec. 31, 2020
Condensed Financial Information Disclosure [Abstract]
Condensed Balance Sheet [Table Text Block]	As of December 31, 2020 As Previously Restatement As Restated Balance Sheet Total assets $ 173,769,443 $ - $ 173,769,443 Liabilities and stockholders’ equity Total current liabilities $ 509,162 $ - $ 509,162 Deferred underwriting commissions 6,037,500 - 6,037,500 Derivative warrant liabilities - 14,580,610 14,580,610 Total liabilities 6,546,662 14,580,610 21,127,272 Class A common stock, $0.0001 par value; shares subject to possible redemption 162,222,780 (14,580,610 ) 147,642,170 Stockholders’ equity Preferred stock- $0.0001 par value - - - Class A common stock - $0.0001 par value 103 146 249 Class B common stock - $0.0001 par value 431 - 431 Additional paid-in-capital 5,138,619 2,142,728 7,281,347 Accumulated deficit (139,152 ) (2,142,874 ) (2,282,026 ) Total stockholders’ equity 5,000,001 - 5,000,001 Total liabilities and stockholders’ equity $ 173,769,443 $ - $ 173,769,443
Condensed Income Statement [Table Text Block]	Period From June 18, 2020 (inception) Through As Restatement As Statement of Operations and Comprehensive Loss Loss from operations $ (150,364 ) $ - $ (150,364 ) Other (expense) income: Change in fair value of warrant liabilities - (1,673,870 ) (1,673,870 ) Financing costs - derivative warrant liabilities - (469,004 ) (469,004 ) Gain on investments held in Trust Account 11,212 - 11,212 Total other (expense) income 11,212 (2,142,874 ) (2,131,662 ) Net loss $ (139,152 ) $ (2,142,874 ) $ (2,282,026 ) Basic and Diluted weighted-average Class A common stock outstanding 17,250,000 - 17,250,000 Basic and Diluted net loss per share, Class A common stock $ - - $ - Basic and Diluted weighted-average Class B common stock outstanding 3,782,143 - 3,782,143 Basic and Diluted net loss per share, Class B common stock $ (0.04 ) (0.56 ) $ (0.60 )
Condensed Cash Flow Statement [Table Text Block]	Period From June 18, 2020 (inception) As Restatement As Restated Statement of Cash Flows Net loss $(139,152 ) $(2,142,874) $(2,282,026 ) Change in fair value of derivative warrant liabilities - 1,673,870 1,673,870 Financing costs – derivative warrant liabilities - 469,004 469,004 Initial value of Class A common stock subject to possible redemption 162,258,020 - 162,258,020 Change in fair value of Class A common stock subject to possible redemption (35,240) (14,580,610) (14,615,850)

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block]	Description Quoted Prices Significant Other Significant Other Assets: Investments held in Trust Account (1) $ 172,511,212 $ - $ - Liabilities: Derivative warrant liabilities $ - $ - $ 14,580,610 (1) Excludes $518 of investments held in cash within the Trust Account.
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Table Text Block]	As of As of Exercise price $ 11.50 $ 11.50 Unit price $ 10.00 $ 10.25 Volatility 16.90 % 17.70 % Stock price $ 9.52 $ 9.71 Expected life of the options to convert (years) 6.50 6.47 Risk-free rate 0.60 % 0.57 %
Schedule of Changes in Fair Value of Plan Assets [Table Text Block]	Derivative warrant liabilities at June 18, 2020 (inception) $ - Issuance of Public and Private Warrants on December 18, 2020 - Level 3 12,906,740 Change in fair value of derivative warrant liabilities - Level 3 1,673,870 Derivative warrant liabilities at Level 3, December 31, 2020 $ 14,580,610

Income Taxes (Tables)

Income Taxes (Tables)	6 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]	Current Federal $ - State - Deferred Federal (29,222 ) State - Valuation allowance 29,222 Income tax provision $ -
Schedule of Deferred Tax Assets and Liabilities [Table Text Block]	Deferred tax assets: Start-up/Organization costs $ 9,128 Net operating loss carryforwards 20,094 Total deferred tax assets 29,222 Valuation allowance (29,222 ) Deferred tax asset, net of allowance $ -
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]	Statutory federal income tax rate 21.0 % Change in fair value and financing costs of derivative warrant liabilities (19.7 )% Change in valuation allowance (1.3 )% Income tax expense 0.0 %

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended	6 Months Ended
	Dec. 22, 2020	Dec. 31, 2020
Description of Organization and Business Operations (Details) [Line Items]
Offering costs	$ 10,000,000
Deferred underwriting commissions	$ 6,000,000
Minimum percentage of trust account required for business combination		80.00%
Percentage of outstanding voting securities		50.00%
Public share price (in Dollars per share)		$ 10
Net tangible assets of business combination		$ 5,000,001
Percentage of public shares		20.00%
Obligation to redeem percentage		100.00%
Dissolution expenses		$ 100,000
Share price (in Dollars per share)		$ 10
Description of trust account		In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
Cash		$ 941,000
Prepaid expenses		316,989
Working capital		856,000
Tax obligation		107,000
Loan proceeds from sponsor		31,000
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units in shares (in Shares)	17,250,000
Generating proceeds	$ 172,500,000
Payment amount		$ 25,000
Over-Allotment Units [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units in shares (in Shares)	2,250,000
Per unit price (in Dollars per share)	$ 10
Generating proceeds	$ 172,500,000
Private placement warrant [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units in shares (in Shares)		4,850,000
Per unit price (in Dollars per share)		$ 1
Generating proceeds		$ 4,900,000
Private placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Per unit price (in Dollars per share)		$ 10
Generating proceeds		$ 172,500,000

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details) $ in Millions	1 Months Ended
	Dec. 22, 2020USD ($)
Condensed Financial Information Disclosure [Abstract]
Increase in warrant liabilities	$ 12.9
Decrease in warrant liability	12.9
Additional paid in capital	0.5
Accumulated deficit	$ 0.5

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements (Details) - Schedule of balance sheets	Dec. 31, 2020USD ($)
As Previously Reported [Member]
Balance Sheet
Total assets	$ 173,769,443
Liabilities and stockholders’ equity
Total current liabilities	509,162
Deferred underwriting commissions	6,037,500
Derivative warrant liabilities
Total liabilities	6,546,662
Class A common stock, $0.0001 par value; shares subject to possible redemption	162,222,780
Stockholders’ equity
Preferred stock- $0.0001 par value
Class A common stock - $0.0001 par value	103
Class B common stock - $0.0001 par value	431
Additional paid-in-capital	5,138,619
Accumulated deficit	(139,152)
Total stockholders’ equity	5,000,001
Total liabilities and stockholders’ equity	173,769,443
Restatement Adjustment [Member]
Balance Sheet
Total assets
Liabilities and stockholders’ equity
Total current liabilities
Deferred underwriting commissions
Derivative warrant liabilities	14,580,610
Total liabilities	14,580,610
Class A common stock, $0.0001 par value; shares subject to possible redemption	(14,580,610)
Stockholders’ equity
Preferred stock- $0.0001 par value
Class A common stock - $0.0001 par value	146
Class B common stock - $0.0001 par value
Additional paid-in-capital	2,142,728
Accumulated deficit	(2,142,874)
Total stockholders’ equity
Total liabilities and stockholders’ equity
As Restated [Member]
Balance Sheet
Total assets	173,769,443
Liabilities and stockholders’ equity
Total current liabilities	509,162
Deferred underwriting commissions	6,037,500
Derivative warrant liabilities	14,580,610
Total liabilities	21,127,272
Class A common stock, $0.0001 par value; shares subject to possible redemption	147,642,170
Stockholders’ equity
Preferred stock- $0.0001 par value
Class A common stock - $0.0001 par value	249
Class B common stock - $0.0001 par value	431
Additional paid-in-capital	7,281,347
Accumulated deficit	(2,282,026)
Total stockholders’ equity	5,000,001
Total liabilities and stockholders’ equity	$ 173,769,443

Restatement of Previously Iss_5

Restatement of Previously Issued Financial Statements (Details) - Schedule of operations	6 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
As Previously Reported [Member]
Statement of Operations and Comprehensive Loss
Loss from operations	$ (150,364)
Gain on investments held in Trust Account	11,212
Total other (expense) income	11,212
Net loss	$ (139,152)
Basic and Diluted weighted-average Class A common stock outstanding (in Shares) | shares	17,250,000
Basic and Diluted net loss per share, Class A common stock (in Dollars per share) | $ / shares
Basic and Diluted weighted-average Class B common stock outstanding (in Shares) | shares	3,782,143
Basic and Diluted net loss per share, Class B common stock (in Dollars per share) | $ / shares	$ (0.04)
As Restated [Mermber]
Statement of Operations and Comprehensive Loss
Loss from operations	$ (150,364)
Change in fair value of warrant liabilities	(1,673,870)
Financing costs - derivative warrant liabilities	(469,004)
Gain on investments held in Trust Account	11,212
Total other (expense) income	(2,131,662)
Net loss	$ (2,282,026)
Basic and Diluted weighted-average Class A common stock outstanding (in Shares) | shares	17,250,000
Basic and Diluted net loss per share, Class A common stock (in Dollars per share) | $ / shares
Basic and Diluted weighted-average Class B common stock outstanding (in Shares) | shares	3,782,143
Basic and Diluted net loss per share, Class B common stock (in Dollars per share) | $ / shares	$ (0.60)
Restatement Adjustment [Member]
Statement of Operations and Comprehensive Loss
Change in fair value of warrant liabilities	$ (1,673,870)
Financing costs - derivative warrant liabilities	(469,004)
Total other (expense) income	(2,142,874)
Net loss	$ (2,142,874)
Basic and Diluted net loss per share, Class A common stock (in Dollars per share) | $ / shares
Basic and Diluted net loss per share, Class B common stock (in Dollars per share) | $ / shares	$ (0.56)

Restatement of Previously Iss_6

Restatement of Previously Issued Financial Statements (Details) - Schedule of cash flows	6 Months Ended
	Dec. 31, 2020USD ($)
Previously Reported [Member]
Statement of Cash Flows
Net loss	$ (139,152)
Initial value of Class A common stock subject to possible redemption	162,258,020
Change in fair value of Class A common stock subject to possible redemption	(35,240)
Restatement Adjustment [Member]
Statement of Cash Flows
Net loss	(2,142,874)
Change in fair value of derivative warrant liabilities	1,673,870
Financing costs – derivative warrant liabilities	469,004
Change in fair value of Class A common stock subject to possible redemption	(14,580,610)
As Restated [Member]
Statement of Cash Flows
Net loss	(2,282,026)
Change in fair value of derivative warrant liabilities	1,673,870
Financing costs – derivative warrant liabilities	469,004
Initial value of Class A common stock subject to possible redemption	162,258,020
Change in fair value of Class A common stock subject to possible redemption	$ (14,615,850)

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($)	Jul. 10, 2020	Dec. 31, 2020
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Federal depository insurance coverage		$ 250,000
Net asset value per share (in Dollars per share)		$ 1
Investments held in trust account		$ 11,000
Franchise taxes		$ 11,000
Offering cost, description		Of the total offering costs of the Initial Public Offering, approximately $0.5 million is included in financing cost - derivative warrant liabilities in the statement of operations and $9.5 million is included in stockholders’ equity.
Public Warrants [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Shares issued (in Shares)		8,625,000
Private Placement Warrants [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Shares issued (in Shares)		4,850,000
Class A common stock [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Shares of common stock possible redemption		$ 14,764,217
Aggregate number of shares (in Shares)		13,475,000
Class B common stock [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Aggregate number of shares (in Shares)	3,737,500
Franchise taxes		$ 96,000
General and administrative expenses		43,000
Net loss		1.7
Derivative warrant financing cost		500,000
Net income loss		$ 2,300,000

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	6 Months Ended
	Dec. 22, 2020	Dec. 31, 2020
Initial Public Offering (Details) [Line Items]
Description of stock		Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Number of units in shares (in Shares)	17,250,000
Gross proceeds	$ 172.5
Over-Allotment Units [Member]
Initial Public Offering (Details) [Line Items]
Number of units in shares (in Shares)	2,250,000
Unit per price (in Dollars per share)	$ 10
Gross proceeds	$ 172.5
Offering costs	10
Deferred underwriting commissions	$ 6

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Jul. 10, 2020	Dec. 22, 2020	Dec. 17, 2020	Jun. 19, 2020	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Forfeited shares (in Shares)		562,500
Description of business combination					The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, and (B) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their Class A common stock for cash, securities or other property.
Price per share (in Dollars per share)					$ 10
Borrowing amount		$ 31,000
Working capital loans					$ 1,500,000
Office space, secretarial and administrative services					$ 10,000
Private placement warrants [Member]
Related Party Transactions (Details) [Line Items]
Number of shares (in Shares)					4,850,000
Share price (in Dollars per share)					$ 1
Generating proceeds					$ 4,900,000
Price per warrant (in Dollars per share)					$ 1
Initial Public Offering [Member]
Related Party Transactions (Details) [Line Items]
Number of shares (in Shares)		17,250,000
Generating proceeds		$ 172,500,000
Cover expenses				$ 200,000
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Number of shares (in Shares)	3,737,500
Common stock, par value (in Dollars per share)	$ 0.0001
Aggregate price	$ 25,000
Forfeited shares (in Shares)			562,500
percentage of shares issued and outstanding			20.00%
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Number of shares (in Shares)	3,737,500
Common stock, par value (in Dollars per share)					$ 0.0001
Common stock shares outstanding (in Shares)			4,312,500		4,312,500
Class A common stock [Member]
Related Party Transactions (Details) [Line Items]
Number of shares (in Shares)					13,475,000
Common stock, par value (in Dollars per share)					$ 0.0001
Common stock shares outstanding (in Shares)					2,485,783
Price per share (in Dollars per share)					$ 11.50

Commitments and Contingencies (

Commitments and Contingencies (Details)	6 Months Ended
	Dec. 31, 2020
IPO [Member]
Commitments and Contingencies (Details) [Line Items]
Description of underwriting agreement	The underwriters were entitled to an underwriting discount of $0.20 per unit, or $3.45 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per unit, or approximately $6.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions.

Derivative Warrant Liabilities

Derivative Warrant Liabilities (Details)	6 Months Ended
	Dec. 31, 2020shares
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract]
Public warrants	8,625,000
Private warrants outstanding	4,850,000
Public warrants expire	5 years
Business combination, description	If (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price of the Warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Public warrants, description	The Company may call the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last sales price of the Class A common stock equals or exceeds $18.00 per share on each of 20 trading days within the 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders.

Stockholders_ Equity (Details)

Stockholders’ Equity (Details) - $ / shares	Jul. 10, 2020	Dec. 31, 2020	Dec. 22, 2020	Dec. 17, 2020
Stockholders’ Equity (Details) [Line Items]
Preferred stock, shares authorized		1,000,000
Preferred stock, par value (in Dollars per share)		$ 0.0001
Shares subject to forfeiture			562,500
Class A common stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized		380,000,000
Common stock par value (in Dollars per share)		$ 0.0001
Common stock, shares issued		2,485,783
Common stock, shares outstanding		14,764,217
Shares issued		13,475,000
Common stock, shares outstanding		2,485,783
Description of warrant		the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.
Percentage of stock conversion		20.00%
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
Shares issued	3,737,500
Aggregate shares of common stock outstanding				4,312,500
Common stock, shares outstanding		4,312,500		4,312,500
Shares subject to forfeiture		562,500
Percentage of issued and outstanding shares		20.00%

Fair Value Measurements (Detail

Fair Value Measurements (Details)	6 Months Ended
	Dec. 31, 2020USD ($)
Fair Value Disclosures [Abstract]
Debt Securities, Held-to-maturity, Current	$ 518
Warrant liabilities, description	the Company recognized a charge to the statement of operations resulting from an increase in the fair value of liabilities of $1.7 million presented as change in fair value of derivative warrant liabilities in the accompanying statement of operations.

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of fair value on a recurring basis - U.S. Treasury Securities [Member]	Dec. 31, 2020USD ($)
Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Investments held in Trust Account	$ 172,511,212	[1]
Liabilities:
Derivative warrant liabilities
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Investments held in Trust Account		[1]
Liabilities:
Derivative warrant liabilities
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Investments held in Trust Account		[1]
Liabilities:
Derivative warrant liabilities	$ 14,580,610
[1]	Excludes $518 of investments held in cash within the Trust Account.

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements - Level 3 [Member] - $ / shares	6 Months Ended	13 Months Ended
	Dec. 31, 2020	Dec. 18, 2020
Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements [Line Items]
Exercise price	$ 11.50	$ 11.50
Unit price	$ 10.25	$ 10
Volatility	17.70%	16.90%
Stock price	$ 9.71	$ 9.52
Expected life of the options to convert (years)	6 years 171 days	6 years 6 months
Risk-free rate	0.57%	0.60%

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities - Fair Value, Inputs, Level 3 [Member]	6 Months Ended
	Dec. 31, 2020USD ($)
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities [Line Items]
Derivative warrant liabilities at beginning
Issuance of Public and Private Warrants on December 18, 2020 - Level 3	12,906,740
Change in fair value of derivative warrant liabilities - Level 3	1,673,870
Derivative warrant liabilities at Level 3, ending	$ 14,580,610

Income Taxes (Details)

Income Taxes (Details)	Dec. 31, 2020USD ($)
Income Tax Disclosure [Abstract]
Deferred Costs and Other Assets	$ 9,128
Deferred Tax Assets, Operating Loss Carryforwards	20,094
Deferred Tax Assets, Gross	$ 29,222

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of income tax provision (benefit)	6 Months Ended
	Dec. 31, 2020USD ($)
Current
Federal
State
Deferred
Federal	(29,222)
State
Valuation allowance	29,222
Income tax provision

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of net deferred tax assets	Dec. 31, 2020USD ($)
Deferred tax assets:
Start-up/Organization costs	$ 9,128
Net operating loss carryforwards	20,094
Total deferred tax assets	29,222
Valuation allowance	(29,222)
Deferred tax asset, net of allowance

Income Taxes (Details) - Sche_3

Income Taxes (Details) - Schedule of reconciliation of statutory federal income tax rate (benefit)	6 Months Ended
	Dec. 31, 2020
Schedule of reconciliation of statutory federal income tax rate (benefit) [Abstract]
Statutory federal income tax rate	21.00%
Change in fair value and financing costs of derivative warrant liabilities	(19.70%)
Change in valuation allowance	(1.30%)
Income tax expense	0.00%