Clarus Therapeutics (CRXTQ) S-4/A19 Jul 21Registration of securities issued in business combination transactions (amended)Financial data

Company Profile

Document And Entity Information

Document And Entity Information	3 Months Ended
Document And Entity Information	Mar. 31, 2021
Document Information Line Items
Entity Registrant Name	Blue Water Acquisition Corp.
Document Type	S-4/A
Amendment Flag	true
Amendment Description	AMENDMENT NO. 2
Entity Central Index Key	0001817944
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE

Unaudited Condensed Balance She

Unaudited Condensed Balance Sheets - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets
Cash	$ 408,195	$ 655,371
Prepaid expenses	184,921	168,141
Total Current Assets	593,116	823,512
Investments held in Trust Account	58,651,494	58,650,048
Total Assets	59,244,610	59,473,560
Current liabilities:
Accounts payable	83,091	178,645
Accrued expenses	323,192	70,000
Due to related party	30,000
Accrued taxes	259,745	172,200
Total current liabilities	696,028	420,845
Deferred underwriting commissions	2,012,500	2,012,500
Derivative warrant liabilities	5,547,755	16,698,635
Total Liabilities	8,256,283	19,131,980
Commitments and Contingencies
Common stock, value	45,988,322	35,341,572
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital		9,717,651
Retained earnings (accumulated deficit)	4,999,731	(4,718,021)
Total stockholders’ equity	5,000,005	5,000,008
Total Liabilities and Stockholders’ Equity	59,244,610	59,473,560
Class A Common Stock
Stockholders’ Equity:
Common stock, value	130	234
Class B Common Stock
Stockholders’ Equity:
Common stock, value	$ 144	$ 144

Unaudited Condensed Balance S_2

Unaudited Condensed Balance Sheets (Parentheticals) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock shares subject to possible redemption	4,508,659	3,464,860
Common stock shares subject to possible redemption, per share (in Dollars per share)	$ 10.20	$ 10.20
Common stock, par value (in Dollars)	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	1,298,841	2,342,640
Common stock, shares outstanding	1,298,841	2,342,640
Class B Common Stock
Common stock, par value (in Dollars)	$ 0.0001	$ 0.0001
Common stock, shares authorized	2,000,000	2,000,000
Common stock, shares issued	1,437,500	1,437,500
Common stock, shares outstanding	1,437,500	1,437,500

Unaudited Condensed Statements

Unaudited Condensed Statements of Operations - USD ($)	3 Months Ended	7 Months Ended
Unaudited Condensed Statements of Operations - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Statement of Comprehensive Income [Abstract]
General and administrative expenses	$ 418,034	$ 2,978,263
Other taxes	87,545	172,200
Loss from operations	(505,579)	(3,150,463)
Change in fair value of derivative warrant liabilities	11,150,880	(921,830)
Gain on marketable securities	1,446	48
Issuance costs – warrant liabilities		(645,776)
Net income	$ 10,646,747	$ (4,718,021)
Weighted average shares outstanding of common stock subject to redemption, basic and diluted (in Shares)	3,476,458	3,556,309
Basic and diluted net income per share, common stock subject to redemption (in Dollars per share)
Weighted average shares outstanding of common stock, basic and diluted (in Shares)	3,768,542	1,447,732
Basic and diluted net income per share, common stock (in Dollars per share)	$ 2.83	$ (3.26)

Unaudited Condensed Statement_2

Unaudited Condensed Statements of Changes in Stockholders’ Equity - USD ($)	Class ACommon Stock	Class BCommon Stock	Additional Paid-In Capital	Retained Earnings/ (Accumulated Deficit)	Total
Balance at May. 21, 2020
Balance (in Shares) at May. 21, 2020
Issuance of Class B common stock to related party		$ 144	24,856		25,000
Issuance of Class B common stock to related party (in Shares)		1,437,500
Sale of units in initial public offering, gross	$ 575		48,092,425		48,093,000
Sale of units in initial public offering, gross (in Shares)	5,750,000
Offering costs			(3,058,399)		(3,058,399)
Issuance of Class A common stock to the underwriters	$ 6		(6)
Issuance of Class A common stock to the underwriters (in Shares)	57,500
Common stock subject to possible redemption	$ (347)		(35,341,225)		(35,341,572)
Common stock subject to possible redemption (in Shares)	(3,464,860)
Net income/loss				(4,718,021)	(4,718,021)
Balance at Dec. 31, 2020	$ 234	$ 144	9,717,651	(4,718,021)	5,000,008
Balance (in Shares) at Dec. 31, 2020	2,342,640	1,437,500
Common stock subject to possible redemption	$ (104)		(9,717,651)	(928,995)	(10,646,750)
Common stock subject to possible redemption (in Shares)	(1,043,799)
Net income/loss				10,646,747	10,646,747
Balance at Mar. 31, 2021	$ 130	$ 144		$ 4,999,731	$ 5,000,005
Balance (in Shares) at Mar. 31, 2021	1,298,841	1,437,500

Unaudited Condensed Statement_3

Unaudited Condensed Statements of Cash Flows - USD ($)	3 Months Ended	7 Months Ended
Unaudited Condensed Statements of Cash Flows - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Cash Flows from Operating Activities:
Net income	$ 10,646,747	$ (4,718,021)
General and administrative expenses paid by related party through note payable		36,280
Compensation cost from issuance of derivative warrant liabilities – private warrants		2,924,805
Change in fair value of derivative warranty liabilities	(11,150,880)	921,830
Issuance costs – warrant liabilities		645,776
Gain on marketable securities	(1,446)	(48)
Changes in operating assets and liabilities:
Prepaid expenses	(16,780)	(168,141)
Accounts payable	(74,954)	157,210
Accrued expenses	253,192
Due to related party	30,000
Accrued taxes	87,545	172,200
Net cash used in operating activities	(226,576)	(28,109)
Cash Flows from Investing Activities
Cash deposited in Trust Account		(58,650,000)
Net cash used in investing activities		(58,650,000)
Cash Flows from Financing Activities:
Repayment of note payable to related party		(157,480)
Proceeds received from initial public offering, gross		57,500,000
Proceeds received from private placement		3,445,000
Offering costs paid	(20,600)	(1,454,040)
Net cash used in financing activities	(20,600)	59,333,480
Net decrease in cash	(247,176)	655,371
Cash – beginning of the period	655,371
Cash – end of the period	408,195	655,371
Supplemental disclosure of noncash activities:
Offering costs paid by related party in exchange for issuance of Class B common stock		25,000
Offering costs included in accounts payable		21,435
Offering costs included in accrued expenses		70,000
Offering costs paid by related party through note payable		121,200
Deferred underwriting commissions in connection with the initial public offering		2,012,500
Initial value of common stock subject to possible redemption		36,340,978
Change in value of common stock subject to possible redemption	$ 10,646,750	(999,406)
Issuance of Class A common stock to the underwriters		$ 6

Description of Organization, Bu

Description of Organization, Business Operations and Basis of Presentation	3 Months Ended	7 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Description of Organization, Business Operations and Basis of Presentation	Note 1 — Description of Organization, Business Operations and Basis of Presentation Blue Water Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on May 22, 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 March -operating The Company’s sponsor is Blue Water Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on December -allotments -Allotment Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 3,445,000 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 $3.4 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, approximately $58.7 -7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable and interest previously released for working capital purposes on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post -transaction The Company will provide 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 $10.20 per Public Share). The per -share The Certificate of Incorporation provided that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (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 The Company will have up to 12 months from the closing of the Initial Public Offering, or December -month If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share 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 5) 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 $10.20. 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) $10.20 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 $10.20 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern As of March 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 cover certain offering costs on behalf of the Company in exchange for issuance of the Founders Shares (as defined in Note 4), and a loan from the Sponsor of approximately $157,000 under the Note (as defined in Note 4). The Company repaid the Note in full on December In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205 -40 COVID-19 Impact Management is currently evaluating the impact of the COVID -19 Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S -X -K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration 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 Proposed Business Combination On April -owned	Note 1 — Description of Organization, Business Operations and Basis of Presentation Blue Water Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on May As of December -operating The Company’s sponsor is Blue Water Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on December -allotments -Allotment Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 3,445,000 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 $3.4 Upon the closing of the Initial Public Offering and the Private Placement, approximately $58.7 -7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable and interest previously released for working capital purposes on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post -transaction The Company will provide 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 $10.20 per Public Share). The per -share The Certificate of Incorporation provided that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (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 The Company will have up to 12 -month If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share 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 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.20. 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) $10.20 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 $10.20 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern As of December The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment $25,000 from the Sponsor to cover certain offering costs on behalf of the Company in exchange for issuance of the Founders Shares (as defined in Note 4), and a loan from the Sponsor of approximately $157,000 under the Note (as defined in Note 4). The Company repaid the Note in full on December In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205 -40 COVID-19 Impact Management is currently evaluating the impact of the COVID -19 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 (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration 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

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended	7 Months Ended
Summary of Significant Accounting Policies	Mar. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short -term Investments Held in Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $58.7 million of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in the Trust Account and invested in money market funds meeting certain conditions under Rule 2a -7 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000, and investments held in Trust Account. As of March Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements” approximates the carrying amounts represented in the balance sheet. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier 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: • • • 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. 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 liabilities, derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815 Derivatives and Hedging, -assessed The Company accounts for its 9,195,000 common stock warrants issued in connection with its Initial Public Offering (5,750,000) and Private Placement (3,445,000) as derivative warrant liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re -measurement -Carlo -Carlo Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering and were charged to stockholders’ equity or written off to the statement of operations upon the completion of the Initial Public Offering. The portion of the offering costs related to the issuance of the public and private warrants was written off to the statement of operations as a financing costs — warrant 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.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features 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, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of March FASB ASC Topic 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. There were no unrecognized tax benefits as of March Net Income (Loss) Per Ordinary Share Net income (loss) per share is computed by dividing net income 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 Public Offering and Private Placement to purchase an aggregate of 9,195,000 The Company’s statement of operations includes a presentation of income (loss) per share for Redeemable Class A Common Stock in a manner similar to the two -class Net income per share, basic and diluted, for Non -Redeemable -redeemable Non -Redeemable -redeemable -Redeemable -redeemable Accordingly, basic and diluted income per common share is calculated as follows for the three months ended March For The Class A Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 1,134 Less: Company’s portion available to be withdrawn to pay taxes (1,134 ) Net income attributable $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 3,476,458 Basic and diluted net income per share $ — Non-Redeemable Common Stock Numerator: Net Income minus Net Earnings Net income $ 10,646,747 Net income allocable to Class A common stock subject to possible redemption — Non-redeemable net income $ 10,646,747 Denominator: weighted average Non-redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 3,768,542 Basic and diluted net income per share, Non-redeemable common stock $ 2.83 Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020 -06 Debt — Debt with Conversion and Other Options (Subtopic 470 -20 ) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815 -40 ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity -06 -linked -06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, that would have a material effect on the Company’s condensed financial statements.	Note 2 — Summary of Significant Accounting Policies Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short -term Investments Held in Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $58.7 -7 end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments, dividends and interest 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000, and investments held in Trust Account. As of December Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier 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: • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December -term 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 liabilities, derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815 Derivatives and Hedging, -15 -assessed The Company accounts for its 9,195,000 common stock warrants issued in connection with its Initial Public Offering (5,750,000) and Private Placement (3,445,000) as derivative warrant liabilities in accordance with ASC 815 -40 -measurement sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using Monte -Carlo Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering and were charged to stockholders’ equity or written off to the statement of operations upon the completion of the Initial Public Offering. The portion of the offering costs related to the issuance of the public and private warrants was written off to the statement of operations as a financing costs — warrant 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.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features 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, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December FASB ASC Topic 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. There were no unrecognized tax benefits as of December Net Loss Per Ordinary Share Net income (loss) per share is computed by dividing net income 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 Public Offering and Private Placement to purchase an aggregate of 9,195,000 -dilutive The Company’s statement of operations includes a presentation of income (loss) per share for Redeemable Class A Common Stock in a manner similar to the two -class Net loss per share, basic and diluted, for Non -Redeemable -redeemable Non -Redeemable -redeemable -Redeemable -redeemable Accordingly, basic and diluted loss per common share is calculated as follows for the period from May For The Class A Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 29 Less: Company’s portion available to be withdrawn to pay taxes (29 ) Net income attributable $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 3,556,309 Basic and diluted net income per share $ — Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (4,718,021 ) Net income allocable to Class A common stock subject to possible redemption — Non-redeemable net loss $ (4,718,021 ) Denominator: weighted average Non-redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 1,447,732 Basic and diluted net loss per share, Non-redeemable common stock $ (3.26 ) Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended	7 Months Ended
Initial Public Offering	Mar. 31, 2021	Dec. 31, 2020
Proposed Public Offering [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering On December -Allotment Each Unit consists of one share of Class A common stock, and 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 6).	Note 3 — Initial Public Offering On December -Allotment Each Unit consists of one share of Class A common stock, and 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 6).

Related Party Transactions

Related Party Transactions	3 Months Ended	7 Months Ended
Related Party Transactions	Mar. 31, 2021	Dec. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 — Related Party Transactions Founder Shares On June -allotment -allotment The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) 180 days after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of our 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 3,445,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $3.4 million. Each Private Placement Warrant is exercisable for one 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 The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until the completion of the initial Business Combination. Related Party Loans On June 30, 2020, as amended on October 20, 2020, an affiliate of the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non -interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. 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. As discussed in Note 1, the Company may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of 18 months to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $500,000, or $575,000 if the underwriters’ over -allotment -month -interest 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, administrative and support services. The Company incurred approximately $30,000 in expenses in connection with such services during the three months ended March	Note 4 — Related Party Transactions Founder Shares On June -allotment -allotment The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) 180 days after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of our 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 3,445,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $3.4 -Carlo -time Each Private Placement Warrant is exercisable for one 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 The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until the completion of the initial Business Combination. Related Party Loans On June -interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account.In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 As discussed in Note -allotment -month -interest 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, administrative and support services.

Commitments & Contingencies

Commitments & Contingencies	3 Months Ended	7 Months Ended
Commitments & Contingencies	Mar. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	Note 5 — Commitments & Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and Extension Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and Extension Loans and upon conversion of the Founder Shares) were entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to underwriting discounts of: (i) two percent (2.0%) of the gross proceeds of the Initial Public Offering, or approximately $1.2 million in the aggregate, paid upon the closing of the Initial Public Offering; (ii) one percent (1.0%) of the gross proceeds of the Initial Public Offering issued in the form of Class A common stock (the “Representative Shares”), or 57,500 Class A common stock, at the closing of the Initial Public Offering; (iii) upon the consummation of a Business Combination, a deferred underwriting discount of three and a half percent (3.5%) of the gross proceeds of the Initial Public Offering, or approximately $2.0 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Right of First Refusal The Company granted the underwriters a right of first refusal to act as lead -left -linked	Note 5 — Commitments & Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and Extension Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and Extension Loans and upon conversion of the Founder Shares) were entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to underwriting discounts of: (i) two percent (2.0%) of the gross proceeds of the Initial Public Offering, or approximately $1.2 Right of First Refusal The Company granted the underwriters a right of first refusal to act as lead -left -linked

Derivative Warrant Liabilities

Derivative Warrant Liabilities	3 Months Ended	7 Months Ended
Derivative Warrant Liabilities	Mar. 31, 2021	Dec. 31, 2020
Derivative Warrant Liabilities [Abstract]
Derivative Warrant Liabilities	Note 6 — Derivative Warrant Liabilities The Public Warrants will become exercisable on the later of (a) 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 the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60 th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity -linked The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non -redeemable Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants): • • • -trading If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless	Note 6 — Derivative Warrant Liabilities The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination or (b) 12 th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity -linked The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non -redeemable Sponsor or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or their 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. Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants): • • • -trading If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Stockholders_ Equity

Stockholders’ Equity	3 Months Ended	7 Months Ended
Stockholders’ Equity	Mar. 31, 2021	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
Stockholders’ Equity	Note 7 — Stockholders’ Equity Class A Common Stock Class B Common Stock -allotment -allotment Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of record of the Class A common stock and holders of record of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, with each share of common stock entitling the holder to one vote except as required by law. The Class B common stock will automatically convert into Class A common stock at the closing of the initial Business Combination on a one -for-one -linked -converted -linked -linked -equivalent Preferred Stock	Note 7 — Stockholders’ Equity Class A Common Stock Class B Common Stock -allotment -allotment Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of record of the Class A common stock and holders of record of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, with each share of common stock entitling the holder to one vote except as required by law. The Class B common stock will automatically convert into Class A common stock at the closing of the initial Business Combination on a one -for-one -linked -converted -linked or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding the Representative Shares and any shares of Class A common stock or equity -linked -equivalent Preferred Stock

Fair Value Measurements

Fair Value Measurements	3 Months Ended	7 Months Ended
Fair Value Measurements	Mar. 31, 2021	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 8 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March March 31, 2021 Description Quoted Significant Significant Assets: Investments held in Trust Account $ 58,651,494 $ — $ — Liabilities: Warrant Liabilities – public warrants $ 3,277,500 $ — $ — Warrant Liabilities – private warrants $ — $ — $ 2,270,255 December 31, 2020 Description Quoted Significant Significant Assets: Investments held in Trust Account $ 58,650,048 $ — $ — Liabilities: Warrant Liabilities – public warrants $ — $ — $ 10,005,000 Warrant Liabilities – private warrants $ — $ — $ 6,693,635 Transfers to/from Levels Level 1 assets include investments in U.S. Treasury securities and money market funds that invest solely in U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The initial fair value of the Public Warrants issued in connection with the Public Offering and the fair value of the Private Placement Warrants have been estimated using a Monte -Carlo The change in the level 3 fair value of the derivative warrant liabilities for the three months ended March Warrant liabilities at December 31, 2020 $ 16,698,635 Change in fair value of warrant liabilities (11,150,880 ) Transfer of public warrants to level 1 (3,277,500 ) Warrant liabilities at December 31, 2020 $ 2,270,255 The estimated fair value of the Public Warrants, prior to being traded in an active market, and of the Private Placement Warrants is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock -price -free -free -coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: As of As of Strike price $ 11.50 $ 11.50 Contractual term (years) 5.3 5.8 Volatility 6.00 % 10.00 % Risk-free interest rate 1.00 % 0.48 % Dividend yield (per share) 0.0 % 0.0 %	Note 9 — Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December Description Quoted Significant Significant Assets: Investments held in Trust Account $ 58,650,048 $ — $ — Liabilities: Warrant Liabilities – public warrants $ 10,005,000 $ — $ — Warrant Liabilities – private warrants $ — $ — $ 6,693,635 Transfers to/from Levels The Company utilizes a binomial Monte -Carlo The change in the fair value of the derivative warrant liabilities from May Warrant liabilities at May 22, 2020 $ — Issuance of Public and Private warrants 15,776,805 Change in fair value of warrant liabilities 921,830 Warrant liabilities at December 31, 2020 $ 16,698,635 The estimated fair value of the derivative warrant liabilities is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock -price -free -free -coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: As of As of Exercise price $ 11.50 $ 11.50 Contractual term (years) 5.9 $ 5.8 Volatility 10.00 % 10.00 % Risk-free interest rate 0.50 % 0.48 % Dividend yield (per share) 0.0 % $ 0.0 %

Subsequent Events

Subsequent Events	3 Months Ended	7 Months Ended
Subsequent Events	Mar. 31, 2021	Dec. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events On April -owned Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub will merge with and into Clarus (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), with Clarus continuing as the surviving corporation in the Merger and a wholly -owned -convertible The aggregate merger consideration to be paid pursuant to the Merger Agreement to Clarus securityholders as of immediately prior to the Effective Time (“Clarus Securityholders”) will be a number of shares of Company Class A common stock equal to (the “Merger Consideration”): (A) (i) $198,184,295, plus (or minus) the estimated indebtedness of Clarus as of the Closing, net of its cash and cash equivalents (“Closing Net Indebtedness”), divided by (ii) $10.20, minus 1,500,000 -convertible -convertible -convertible -Closing -up 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, including the Merger Agreement referenced above.	Note 11 — Subsequent Events On April -owned Management has evaluated subsequent events to determine if events or transactions occurring through May

Income Taxes

Income Taxes	7 Months Ended
Income Taxes	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income Taxes	Note 8 — 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 The income tax provision (benefit) consists of the following for the period from May Current Federal $ — State — Deferred Federal (661,587 ) State (236,281 ) Valuation allowance 897,868 Income tax provision $ — The Company’s net deferred tax assets are as follows as of December Deferred tax assets: Start-up/Organization costs $ 848,805 Net operating loss carryforwards 49,063 Total deferred tax assets 897,868 Valuation allowance (897,868 ) Deferred tax asset, net of allowance $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, Management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December As of December There were no unrecognized tax benefits as of December A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate is as follows for the period from May Statutory Federal income tax rate 21.0 % State income taxes 7.5 % Change in fair value of warrants (4.1 )% Issuance costs – warrants (2.9 )% Change in Valuation Allowance (21.5 )% Income Taxes Benefit 0.0 %

Revision to Prior Period Financ

Revision to Prior Period Financial Statements	7 Months Ended
Revision to Prior Period Financial Statements	Dec. 31, 2020
Condensed Financial Information Disclosure [Abstract]
Revision to Prior Period Financial Statements	Note 10 — Revision to Prior Period Financial Statements During the course of preparing the annual report on Form 10 -K -K -IPO On April The Warrants were reflected as a component of equity in the Post -IPO -40 Derivatives and Hedging, Contracts in Entity’s Own Equity -40 -40 The Company concluded that the misstatement was not material to the Post -IPO -IPO As of December 17, 2020 As Restatement Adjustment As Balance Sheet Total assets $ 59,328,581 $ — $ 59,328,581 Liabilities and stockholders’ equity Total current liabilities $ 198,291 $ — $ 198,291 Deferred underwriting commissions 2,012,500 2,012,500 Derivative warrant liabilities — 15,776,805 15,776,805 Total liabilities 2,210,791 15,776,805 17,987,596 Class A common stock, $0.0001 par value; shares subject to possible redemption 52,117,783 (15,776,805 ) 36,340,978 Stockholders’ equity Preferred stock- $0.0001 par value — — — Class A common stock – $0.0001 par value 69 148 217 Class B common stock – $0.0001 par value 144 — 144 Additional paid-in-capital 5,147,829 3,570,433 8,718,262 Accumulated deficit (148,035 ) (3,570,581 ) (3,718,616 ) Total stockholders’ equity 5,000,007 — 5,000,007 Total liabilities and stockholders’ equity $ 59,328,581 $ — $ 59,328,581

Accounting Policies, by Policy

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	3 Months Ended	7 Months Ended
Summary of Significant Accounting Policies (Tables)	Mar. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Schedule of basic and diluted loss per common share	For The Class A Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 1,134 Less: Company’s portion available to be withdrawn to pay taxes (1,134 ) Net income attributable $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 3,476,458 Basic and diluted net income per share $ — Non-Redeemable Common Stock Numerator: Net Income minus Net Earnings Net income $ 10,646,747 Net income allocable to Class A common stock subject to possible redemption — Non-redeemable net income $ 10,646,747 Denominator: weighted average Non-redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 3,768,542 Basic and diluted net income per share, Non-redeemable common stock $ 2.83	For The Class A Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 29 Less: Company’s portion available to be withdrawn to pay taxes (29 ) Net income attributable $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 3,556,309 Basic and diluted net income per share $ — Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (4,718,021 ) Net income allocable to Class A common stock subject to possible redemption — Non-redeemable net loss $ (4,718,021 ) Denominator: weighted average Non-redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 1,447,732 Basic and diluted net loss per share, Non-redeemable common stock $ (3.26 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended	7 Months Ended
Fair Value Measurements (Tables)	Mar. 31, 2021	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Schedule of assets and liabilities that are measured at fair value on a recurring basis	Description Quoted Significant Significant Assets: Investments held in Trust Account $ 58,651,494 $ — $ — Liabilities: Warrant Liabilities – public warrants $ 3,277,500 $ — $ — Warrant Liabilities – private warrants $ — $ — $ 2,270,255 Description Quoted Significant Significant Assets: Investments held in Trust Account $ 58,650,048 $ — $ — Liabilities: Warrant Liabilities – public warrants $ — $ — $ 10,005,000 Warrant Liabilities – private warrants $ — $ — $ 6,693,635	Description Quoted Significant Significant Assets: Investments held in Trust Account $ 58,650,048 $ — $ — Liabilities: Warrant Liabilities – public warrants $ 10,005,000 $ — $ — Warrant Liabilities – private warrants $ — $ — $ 6,693,635
Schedule of change in the level 3 fair value of the derivative warrant liabilities	Warrant liabilities at December 31, 2020 $ 16,698,635 Change in fair value of warrant liabilities (11,150,880 ) Transfer of public warrants to level 1 (3,277,500 ) Warrant liabilities at December 31, 2020 $ 2,270,255	Warrant liabilities at May 22, 2020 $ — Issuance of Public and Private warrants 15,776,805 Change in fair value of warrant liabilities 921,830 Warrant liabilities at December 31, 2020 $ 16,698,635
Schedule of provides quantitative information regarding Level 3 fair value measurements	As of As of Strike price $ 11.50 $ 11.50 Contractual term (years) 5.3 5.8 Volatility 6.00 % 10.00 % Risk-free interest rate 1.00 % 0.48 % Dividend yield (per share) 0.0 % 0.0 %	As of As of Exercise price $ 11.50 $ 11.50 Contractual term (years) 5.9 $ 5.8 Volatility 10.00 % 10.00 % Risk-free interest rate 0.50 % 0.48 % Dividend yield (per share) 0.0 % $ 0.0 %

Income Taxes (Tables)

Income Taxes (Tables)	7 Months Ended
Income Taxes (Tables)	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Schedule of income tax provision (benefit)	Current Federal $ — State — Deferred Federal (661,587 ) State (236,281 ) Valuation allowance 897,868 Income tax provision $ —
Schedule of net deferred tax assets	Deferred tax assets: Start-up/Organization costs $ 848,805 Net operating loss carryforwards 49,063 Total deferred tax assets 897,868 Valuation allowance (897,868 ) Deferred tax asset, net of allowance $ —
Schedule of federal income tax rate to the Company’s effective tax rate	Statutory Federal income tax rate 21.0 % State income taxes 7.5 % Change in fair value of warrants (4.1 )% Issuance costs – warrants (2.9 )% Change in Valuation Allowance (21.5 )% Income Taxes Benefit 0.0 %

Revision to Prior Period Fina_2

Revision to Prior Period Financial Statements (Tables)	7 Months Ended
Revision to Prior Period Financial Statements (Tables)	Dec. 31, 2020
Condensed Financial Information Disclosure [Abstract]
Schedule of balance sheet	As of December 17, 2020 As Restatement Adjustment As Balance Sheet Total assets $ 59,328,581 $ — $ 59,328,581 Liabilities and stockholders’ equity Total current liabilities $ 198,291 $ — $ 198,291 Deferred underwriting commissions 2,012,500 2,012,500 Derivative warrant liabilities — 15,776,805 15,776,805 Total liabilities 2,210,791 15,776,805 17,987,596 Class A common stock, $0.0001 par value; shares subject to possible redemption 52,117,783 (15,776,805 ) 36,340,978 Stockholders’ equity Preferred stock- $0.0001 par value — — — Class A common stock – $0.0001 par value 69 148 217 Class B common stock – $0.0001 par value 144 — 144 Additional paid-in-capital 5,147,829 3,570,433 8,718,262 Accumulated deficit (148,035 ) (3,570,581 ) (3,718,616 ) Total stockholders’ equity 5,000,007 — 5,000,007 Total liabilities and stockholders’ equity $ 59,328,581 $ — $ 59,328,581

Description of Organization, _2

Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($)	1 Months Ended	3 Months Ended	7 Months Ended
	Dec. 17, 2020	Mar. 31, 2021	Dec. 31, 2020
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Price per warrant (in Dollars per share)			$ 1.849
Gross proceeds of initial public offering			$ 57,500,000
Offering costs	$ 3,700,000
Deferred underwriting commissions	$ 2,000,000
Warrants price, per share (in Dollars per share)	$ 1	$ 1
Gross proceeds of private placement			$ 3,445,000
Price per share (in Dollars per share)		$ 11.50	$ 11.50
Fair market value, percentage		80.00%	80.00%
Voting securities, percentage		50.00%	50.00%
Public share price (in Dollars per share)		$ 10.20	$ 10.20
Net tangible assets		$ 5,000,001	$ 5,000,001
Aggregate public shares, percentage		15.00%	15.00%
Redeem public shares, percentage		100.00%	100.00%
Initial public offering, description		In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $575,000 ($0.10 per Public Share), on or prior to the date of the applicable deadline, for each three-month extension.	In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $575,000 ($0.10 per Public Share), on or prior to the date of the applicable deadline, for each three-month extension.
Interest to pay dissolution expenses		$ 50,000	$ 50,000
Business combination, description		it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.20. 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) $10.20 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 $10.20 per Public Share due to reductions in the value of the trust assets	it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.20. 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) $10.20 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 $10.20 per Public Share due to reductions in the value of the trust assets
Capital resources		$ 408,000	$ 655,000
Working capital		157,000	575,000
Payment from sponsor		25,000	25,000
Loan from sponsor		157,000	157,000
Initial Public Offering [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Number of units issued in transaction (in Shares)	5,750,000
Gross proceeds of initial public offering	$ 57,500,000
Net proceeds of initial public offering	$ 58,700,000	$ 58,700,000
Price per share (in Dollars per share)	$ 10.20	$ 10.20
Over-Allotment Option [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Number of units issued in transaction (in Shares)	750,000
Price per warrant (in Dollars per share)	$ 10
Gross proceeds of initial public offering	$ 57,500,000
Gross proceeds of private placement		$ 3,400,000	$ 3,400,000
Private Placement [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Price per warrant (in Dollars per share)		$ 1	$ 1
Warrants shares, issued (in Shares)	3,445,000	3,445,000
Gross proceeds of private placement	$ 3,400,000	$ 3,400,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended	7 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Summary of Significant Accounting Policies (Details) [Line Items]
Federal depository insurance coverage (in Dollars)	$ 250,000	$ 250,000
warrants issued	9,195,000	9,195,000
Deferred tax assets (in Dollars)	$ 1,042,000	$ 898,000
Diluted loss per share	9,195,000	9,195,000
Private Placement [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Net proceed (in Dollars)	$ 58,700,000
warrants issued	3,445,000	3,445,000
Initial Public Offering [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
warrants issued	5,750,000	5,750,000
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Common stock shares subject to possible redemption	4,508,659	3,464,860

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted loss per common share - USD ($)	3 Months Ended	7 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Numerator: Earnings allocable to Common stock subject to possible redemption
Income from investments held in Trust Account	$ 1,134	$ 29
Less: Company’s portion available to be withdrawn to pay taxes	(1,134)	(29)
Net income attributable
Denominator: Weighted average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding (in Shares)	3,476,458	3,556,309
Basic and diluted net income per share (in Dollars per share)
Numerator: Net Income minus Net Earnings
Net income (loss)	$ 10,646,747	$ (4,718,021)
Net income allocable to Class A common stock subject to possible redemption
Non-redeemable net income (loss)	$ 10,646,747	$ (4,718,021)
Denominator: weighted average Non-redeemable common stock
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares)	3,768,542	1,447,732
Basic and diluted net income per share, Non-redeemable common stock (in Dollars per share)	$ 2.83	$ (3.26)

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	1 Months Ended	3 Months Ended	7 Months Ended
Initial Public Offering (Details) - USD ($)	Dec. 17, 2020	Mar. 31, 2021	Dec. 31, 2020
Initial Public Offering (Details) [Line Items]
Price per warrant (in Dollars per share)			$ 1.849
Gross proceeds of initial public offering			$ 57,500,000
Offering costs	$ 3,700,000
Deferred underwriting commissions	$ 2,000,000
Common stock, description		Each Unit consists of one share of Class A common stock, and 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 6).	Each Unit consists of one share of Class A common stock, and 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 6).
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Number of units issued in transaction (in Shares)	5,750,000
Gross proceeds of initial public offering	$ 57,500,000
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Number of units issued in transaction (in Shares)	750,000
Price per warrant (in Dollars per share)	$ 10
Gross proceeds of initial public offering	$ 57,500,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	1 Months Ended		3 Months Ended	7 Months Ended
Related Party Transactions (Details) - USD ($)	Dec. 17, 2020	Jun. 30, 2020	Mar. 31, 2021	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Purchase of warrants (in Shares)			9,195,000	9,195,000
Price per warrant (in Dollars per share)				$ 1.849
Proceeds received of private placement				$ 3,445,000
Private placement warrants, description			Each Private Placement Warrant is exercisable for one share of Class A common stock at a price of $11.50 per share.	Each Private Placement Warrant is exercisable for one share of Class A common stock at a price of $11.50 per share.
Working capital debt			$ 1,500,000	$ 1,500,000
Business combination warrant price, per share (in Dollars per share)			$ 1	$ 1
Business combination, description			In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $500,000, or $575,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per Public Share in either case), on or prior to the date of the applicable deadline, for each three-month extension (each, an “Extension Loan”). Any such payments would be made in the form of a non-interest bearing, unsecured promissory note. Such notes would either be paid upon consummation of a Business Combination, or, at the relevant insiders’ discretion, converted upon consummation of a Business Combination into additional Private Warrants at a price of $1.00 per Private Placement Warrant.	In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $500,000, or $575,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per Public Share in either case), on or prior to the date of the applicable deadline, for each three-month extension (each, an “Extension Loan”). Any such payments would be made in the form of a non-interest bearing, unsecured promissory note. Such notes would either be paid upon consummation of a Business Combination, or, at the relevant insiders’ discretion, converted upon consummation of a Business Combination into additional Private Warrants at a price of $1.00 per Private Placement Warrant.
Incurred expenses			$ 30,000
Related party due			30,000
Aggregate purchase price				$ 2,900,000
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Purchase of shares (in Shares)		1,437,500
Common Stock, par value (in Dollars per share)		$ 0.0001
Price per warrant (in Dollars per share)				$ 0.849
Payment of monthly rent			10,000	$ 10,000
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Forfeiture of founder shares (in Shares)		187,500
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Forfeiture of founder shares (in Shares)	187,500	187,500
Price per warrant (in Dollars per share)	$ 10
Proceeds received of private placement			$ 3,400,000	$ 3,400,000
Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Purchase of warrants (in Shares)			3,445,000	3,445,000
Price per warrant (in Dollars per share)			$ 1	$ 1
Proceeds received of private placement	$ 3,400,000		$ 3,400,000
Initial Public Offering [Member]
Related Party Transactions (Details) [Line Items]
Purchase of warrants (in Shares)			5,750,000	5,750,000
Loan amount		$ 300,000
Additional borrowings	$ 157,000
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Aggregate price		$ 25,000
Issued and outstanding common stock, percentage		20.00%

Commitments & Contingencies (De

Commitments & Contingencies (Details)	3 Months Ended	7 Months Ended
Commitments & Contingencies (Details)	Mar. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Underwriting agreement, description	(i) two percent (2.0%) of the gross proceeds of the Initial Public Offering, or approximately $1.2 million in the aggregate, paid upon the closing of the Initial Public Offering; (ii) one percent (1.0%) of the gross proceeds of the Initial Public Offering issued in the form of Class A common stock (the “Representative Shares”), or 57,500 Class A common stock, at the closing of the Initial Public Offering; (iii) upon the consummation of a Business Combination, a deferred underwriting discount of three and a half percent (3.5%) of the gross proceeds of the Initial Public Offering, or approximately $2.0 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.	(i) two percent (2.0%) of the gross proceeds of the Initial Public Offering, or approximately $1.2 million in the aggregate, paid upon the closing of the Initial Public Offering; (ii) one percent (1.0%) of the gross proceeds of the Initial Public Offering issued in the form of Class A common stock (the “Representative Shares”), or 57,500 Class A common stock, at the closing of the Initial Public Offering; (iii) upon the consummation of a Business Combination, a deferred underwriting discount of three and a half percent (3.5%) of the gross proceeds of the Initial Public Offering, or approximately $2.0 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Derivative Warrant Liabilities

Derivative Warrant Liabilities (Details) - $ / shares	3 Months Ended	7 Months Ended
Derivative Warrant Liabilities (Details) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Derivative Warrant Liabilities (Details) [Line Items]
Exercise price	$ 9.20	$ 9.20
Total equity proceeds percentage	60.00%	60.00%
Redemption trigger price	$ 18	$ 18
Minimum [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Greater of the market value percentage	115.00%	115.00%
Maximum [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Greater of the market value percentage	180.00%	180.00%
Warrant [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Exercise price	$ 11.50	$ 11.50
Description of warrants	• 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 sale price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.	• 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 sale price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
Class A Common Stock [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Exercise price	$ 9.20	$ 9.20

Stockholders_ Equity (Details)

Stockholders’ Equity (Details) - $ / shares	1 Months Ended	3 Months Ended	7 Months Ended
Stockholders’ Equity (Details) - $ / shares	Jun. 30, 2020	Mar. 31, 2021	Dec. 31, 2020	Dec. 17, 2020
Stockholders’ Equity (Details) [Line Items]
Warrants, description		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 sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering, plus 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 the Representative Shares and any shares of Class A common stock or equity-linked securities 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-equivalent 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.	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 sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering, plus 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 the Representative Shares and any shares of Class A common stock or equity-linked securities 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-equivalent warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one for one basis.
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Converted basis, percentage			20.00%
Founder Shares [Member]
Stockholders’ Equity (Details) [Line Items]
Founder, shares				187,500
Class A Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized		50,000,000	50,000,000
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common Stock, Share Issued		5,807,500	5,807,500
Common Stock, Share Outstanding		5,807,500	5,807,500
Subject to possible redemption		4,508,659	3,464,860
Common stock shares subject to possible redemption		4,508,659	3,464,860
Class B Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized		2,000,000	2,000,000
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Shares issued to sponsor	1,437,500
Common stock subject to forfeiture	187,500
Issued and outstanding, percentage	20.00%

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Warrant [Member] - USD ($)	1 Months Ended	3 Months Ended	7 Months Ended
	Dec. 17, 2020	Mar. 31, 2021	Dec. 31, 2020
Fair Value Measurements (Details) [Line Items]
Change in fair value of warrant liabilities	$ 15,776,805	$ 11,200,000	$ 922,000
General and administrative expenses			$ 2,924,805

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Investments held in Trust Account	$ 58,651,494	$ 58,650,048
Quoted Prices in Active Markets (Level 1) [Member] \| Public warrants [Member]
Liabilities:
Warrant Liabilities	3,277,500
Quoted Prices in Active Markets (Level 1) [Member] \| Private warrants [Member]
Liabilities:
Warrant Liabilities
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Investments held in Trust Account
Significant Other Observable Inputs (Level 2) [Member] \| Public warrants [Member]
Liabilities:
Warrant Liabilities
Significant Other Observable Inputs (Level 2) [Member] \| Private warrants [Member]
Liabilities:
Warrant Liabilities
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Investments held in Trust Account
Significant Other Unobservable Inputs (Level 3) [Member] \| Public warrants [Member]
Liabilities:
Warrant Liabilities		10,005,000
Significant Other Unobservable Inputs (Level 3) [Member] \| Private warrants [Member]
Liabilities:
Warrant Liabilities	$ 2,270,255	$ 6,693,635

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of change in the level 3 fair value of the derivative warrant liabilities	3 Months Ended
	Mar. 31, 2021USD ($)
Schedule of change in the level 3 fair value of the derivative warrant liabilities [Abstract]
Warrant liabilities at December 31, 2020	$ 16,698,635
Change in fair value of warrant liabilities	(11,150,880)
Transfer of public warrants to level 1	(3,277,500)
Warrant liabilities at December 31, 2020	$ 2,270,255

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of provides quantitative information regarding Level 3 fair value measurements - $ / shares	1 Months Ended	3 Months Ended	7 Months Ended
	Dec. 17, 2020	Mar. 31, 2021	Dec. 31, 2020
Schedule of provides quantitative information regarding Level 3 fair value measurements [Abstract]
Strike price (in Dollars per share)		$ 11.50	$ 11.50
Contractual term (years)	5 years 328 days	5 years 109 days	5 years 292 days
Volatility	10.00%	6.00%	10.00%
Risk-free interest rate	0.50%	1.00%	0.48%
Dividend yield (per share)	0.00%	0.00%	0.00%

Subsequent Events (Details)

Subsequent Events (Details)	3 Months Ended
Subsequent Events (Details)	Mar. 31, 2021
Subsequent Events [Abstract]
Subsequent event, description	The aggregate merger consideration to be paid pursuant to the Merger Agreement to Clarus securityholders as of immediately prior to the Effective Time (“Clarus Securityholders”) will be a number of shares of Company Class A common stock equal to (the “Merger Consideration”): (A) (i) $198,184,295, plus (or minus) the estimated indebtedness of Clarus as of the Closing, net of its cash and cash equivalents (“Closing Net Indebtedness”), divided by (ii) $10.20, minus 1,500,000 shares of Company Class A Common Stock (the “2025 Note Exchange Shares”) issuable to the holders of certain non-convertible promissory notes of Clarus in exchange for $10 million of the aggregate principal amount of such notes and other amendments to the terms of the remaining indebtedness pursuant to the Transaction Support Agreement (as described in the Merger Agreement); plus (B) the 2025 Note Exchange Shares, plus (C) (i) the outstanding balance (principal and interest) at Closing of certain convertible and non-convertible promissory notes of Clarus issued between signing of the Merger Agreement and Closing, other than any such non-convertible promissory notes that the Company elects in its discretion to pay off at Closing, (ii) divided by $10.00. The Merger Consideration to be paid to Clarus Securityholders will be paid solely by the delivery of new shares of Company Class A Common Stock. The Closing Net Indebtedness (and the resulting Merger Consideration) is based solely on estimates determined shortly prior to the Closing and is not subject to any post-Closing true-up or adjustment. The Merger Consideration will be allocated among Clarus Securityholders as determined by Clarus shortly prior to the Closing based on existing share preference and convertible debtholder rights.

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted loss per common share - USD ($)	3 Months Ended	7 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Numerator: Earnings allocable to Common stock subject to possible redemption
Income from investments held in Trust Account	$ 1,134	$ 29
Less: Company’s portion available to be withdrawn to pay taxes	(1,134)	(29)
Net income attributable
Denominator: Weighted average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding (in Shares)	3,476,458	3,556,309
Basic and diluted net income per share (in Dollars per share)
Numerator: Net Loss minus Net Earnings
Net income (loss)	$ 10,646,747	$ (4,718,021)
Net income allocable to Class A common stock subject to possible redemption
Non-redeemable net income (loss)	$ 10,646,747	$ (4,718,021)
Denominator: weighted average Non-redeemable common stock
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares)	3,768,542	1,447,732
Basic and diluted net loss per share, Non-redeemable common stock (in Dollars per share)	$ 2.83	$ (3.26)

Income Taxes (Details)

Income Taxes (Details)	7 Months Ended
Income Taxes (Details)	Dec. 31, 2020USD ($)
Income Taxes (Details) [Line Items]
Change in valuation allowance	$ 898,000
Net operating loss carryovers	$ 49,063
Net operating loss expire, description	The federal net operating losses do not expire, while the state net operating losses will expire in 2041.
U.S. federal and State [Member]
Income Taxes (Details) [Line Items]
Net operating loss carryovers	$ 172,000

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of income tax provision (benefit)	7 Months Ended
	Dec. 31, 2020USD ($)
Current
Federal
State
Deferred
Federal	(661,587)
State	(236,281)
Valuation allowance	897,868
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	$ 848,805
Net operating loss carryforwards	49,063
Total deferred tax assets	897,868
Valuation allowance	(897,868)
Deferred tax asset, net of allowance

Income Taxes (Details) - Sche_3

Income Taxes (Details) - Schedule of federal income tax rate to the Company’s effective tax rate	7 Months Ended
	Dec. 31, 2020
Schedule of federal income tax rate to the Company’s effective tax rate [Abstract]
Statutory Federal income tax rate	21.00%
State income taxes	7.50%
Change in fair value of warrants	(4.10%)
Issuance costs - warrants	(2.90%)
Change in Valuation Allowance	(21.50%)
Income Taxes Benefit	0.00%

Fair Value Measurements (Deta_5

Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis	Dec. 17, 2020USD ($)
Quoted Prices in Active Markets (Level 1)
Assets:
Investments held in Trust Account	$ 58,650,048
Quoted Prices in Active Markets (Level 1) \| Public warrants [Member]
Liabilities:
Warrant Liabilities	10,005,000
Quoted Prices in Active Markets (Level 1) \| Private warrants [Member]
Liabilities:
Warrant Liabilities
Significant Other Observable Inputs (Level 2)
Assets:
Investments held in Trust Account
Significant Other Observable Inputs (Level 2) \| Public warrants [Member]
Liabilities:
Warrant Liabilities
Significant Other Observable Inputs (Level 2) \| Private warrants [Member]
Liabilities:
Warrant Liabilities
Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account
Significant Other Unobservable Inputs (Level 3) \| Public warrants [Member]
Liabilities:
Warrant Liabilities
Significant Other Unobservable Inputs (Level 3) \| Private warrants [Member]
Liabilities:
Warrant Liabilities	$ 6,693,635

Fair Value Measurements (Deta_6

Fair Value Measurements (Details) - Schedule of change in the level 3 fair value of the derivative warrant liabilities - USD ($)	3 Months Ended	7 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Schedule of change in the level 3 fair value of the derivative warrant liabilities [Abstract]
Warrant liabilities at May 22, 2020	$ 16,698,635
Issuance of Public and Private warrants		15,776,805
Change in fair value of warrant liabilities	(11,150,880)	921,830
Warrant liabilities at December 31, 2020	$ 5,547,755	$ 16,698,635

Fair Value Measurements (Deta_7

Fair Value Measurements (Details) - Schedule of monte carlo simulation model for the private placement warrants and public warrants - $ / shares	1 Months Ended	3 Months Ended	7 Months Ended
	Dec. 17, 2020	Mar. 31, 2021	Dec. 31, 2020
Schedule of monte carlo simulation model for the private placement warrants and public warrants [Abstract]
Exercise price (in Dollars per share)	$ 11.50		$ 11.50
Contractual term (years)	5 years 328 days	5 years 109 days	5 years 292 days
Volatility	10.00%	6.00%	10.00%
Risk-free interest rate	0.50%	1.00%	0.48%
Dividend yield (per share)	0.00%	0.00%	0.00%

Revision to Prior Period Fina_3

Revision to Prior Period Financial Statements (Details) - Schedule of balance sheet	Dec. 17, 2020USD ($)
As Previously Reported [Member]
Balance Sheet
Total assets	$ 59,328,581
Total current liabilities	198,291
Deferred underwriting commissions	2,012,500
Derivative warrant liabilities
Total liabilities	2,210,791
Class A common stock, $0.0001 par value; shares subject to possible redemption	52,117,783
Stockholders’ equity
Preferred stock- $0.0001 par value
Additional paid-in-capital	5,147,829
Accumulated deficit	(148,035)
Total stockholders’ equity	5,000,007
Total liabilities and stockholders’ equity	59,328,581
As Previously Reported [Member] \| Class A Common Stock [Member]
Stockholders’ equity
Common stock value	69
As Previously Reported [Member] \| Class B Common Stock [Member]
Stockholders’ equity
Common stock value	144
Restatement Adjustment [Member]
Balance Sheet
Total assets
Total current liabilities
Derivative warrant liabilities	15,776,805
Total liabilities	15,776,805
Class A common stock, $0.0001 par value; shares subject to possible redemption	(15,776,805)
Stockholders’ equity
Preferred stock- $0.0001 par value
Additional paid-in-capital	3,570,433
Accumulated deficit	(3,570,581)
Total stockholders’ equity
Total liabilities and stockholders’ equity
Restatement Adjustment [Member] \| Class A Common Stock [Member]
Stockholders’ equity
Common stock value	148
Restatement Adjustment [Member] \| Class B Common Stock [Member]
Stockholders’ equity
Common stock value
As Restated [Member]
Balance Sheet
Total assets	59,328,581
Total current liabilities	198,291
Deferred underwriting commissions	2,012,500
Derivative warrant liabilities	15,776,805
Total liabilities	17,987,596
Class A common stock, $0.0001 par value; shares subject to possible redemption	36,340,978
Stockholders’ equity
Preferred stock- $0.0001 par value
Additional paid-in-capital	8,718,262
Accumulated deficit	(3,718,616)
Total stockholders’ equity	5,000,007
Total liabilities and stockholders’ equity	59,328,581
As Restated [Member] \| Class A Common Stock [Member]
Stockholders’ equity
Common stock value	217
As Restated [Member] \| Class B Common Stock [Member]
Stockholders’ equity
Common stock value	$ 144