Cipher Mining (CIFR) S-4/A 9 Jul 21 Registration of securities issued in business combination transactions (amended) Financial data

Cover Page

Cover Page	3 Months Ended
	Mar. 31, 2021
Document Information [Line Items]
Document Type	S-4/A
Amendment Flag	false
Entity Filer Category	Non-accelerated Filer
Entity Registrant Name	GOOD WORKS ACQUISITION CORP.
Entity Central Index Key	0001819989
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Cash	$ 613,606	$ 1,276,364
Prepaid expenses	299,227	297,371
Total current assets	912,833	1,573,735
Cash and securities held in trust account	170,064,998	170,027,342
Total Assets	170,977,831	171,601,077
Liabilities and Stockholders' Equity
Accounts payable and accrued expenses	410,781	129,388
Total current liabilities	410,781	129,388
Warrant liability	233,942	123,070
Total Liabilities	644,723	252,458
Commitments
Common stock subject to possible redemption, 17,000,000 shares at March 31, 2021; 16,634,861 shares at December 31, 2020, at redemption value	170,000,000	166,348,609
Stockholders' Equity:
Preferred stock, $0.001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock, $0.001 par value; 100,000,000 shares authorized; 4,478,000 shares issued and outstanding at March 31, 2021; 4,843,139 shares issued and outstanding at December 31, 2020, excluding 17,000,000 and 16,634,861 shares subject to possible redemption, respectively	4,478	4,843
Additional paid-in capital	1,451,170	5,102,198
Accumulated deficit	(1,122,540)	(107,031)
Total stockholders' equity	333,108	5,000,010
Total Liabilities and Stockholders' Equity	$ 170,977,831	$ 171,601,077

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Common stock subject to possible redemption	17,000,000	16,634,861
Preferred stock par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	4,478,000	4,843,139
Common stock, shares outstanding	4,478,000	4,843,139
Excluding shares subject to possible redemption		17,000,000
Ordinary shares subject to possible redemption		16,634,861

Condensed Consolidated Statemen

Condensed Consolidated Statement of Operations - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Operating expenses	$ 232,452	$ 153,657
Business combination expenses	709,842
Loss from operations	(942,294)	(153,657)
Other income (expense)
Interest income	37,656	27,342
Change in warrant liability	(110,872)	19,284
Total other expense	(73,216)	46,626
Net loss	$ (1,015,510)	$ (107,031)
Basic and diluted weighted average redeemable common shares outstanding (in Shares)	16,638,694	16,723,356
Basic and diluted net loss per share, Public Shares (in Dollars per share)	$ 0	$ 0
Public Shares [Member]
Other income (expense)
Basic and diluted weighted average redeemable common shares outstanding (in Shares)	16,638,694	16,710,435
Basic and diluted net loss per share, Public Shares (in Dollars per share)	$ 0	$ 0
Founder Shares [Member]
Other income (expense)
Basic and diluted weighted average redeemable common shares outstanding (in Shares)	4,839,036	4,496,137
Basic and diluted net loss per share, Public Shares (in Dollars per share)	$ (1.47)	$ 0.25

Condensed Consolidated Statem_2

Condensed Consolidated Statement of Changes in Stockholders' Equity - USD ($)	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit
Balance (in Shares) at Dec. 31, 2020		4,843,139
Balance at Jun. 23, 2020
Net loss	(107,031)			(107,031)
Issuance of common stock to founders	$ 25,000	$ 4,312	20,688
Issuance of common stock to founders (in Shares)	750,000	4,312,500
Sale of 1,355,000 to anchor investors		$ 1,355	(1,355)
Sale of 1,355,000 to anchor investors (in Shares)		1,355,000
Forfeiture of 1,355,000 by initial stockholders		$ (1,355)	1,355
Forfeiture of 1,355,000 by initial stockholders (in Shares)		(1,355,000)
Sale of 562,500 to GW Sponsor 2, LLC	$ 163,125	$ 563	162,562
Sale of 562,500 to GW Sponsor 2, LLC (in Shares)		562,500
Forfeiture of 562,500 by initial stockholders		$ (563)	563
Forfeiture of 562,500 by initial stockholders (in Shares)		(562,500)
Sale of 15,000,000 Units on October 22, 2020 through public offering	150,000,000	$ 15,000	149,985,000
Sale of 15,000,000 Units on October 22, 2020 through public offering (in Shares)		15,000,000
Sale of 228,000 Private Units on October 22, 2020	2,280,000	$ 228	2,279,772
Sale of 228,000 Private Units on October 22, 2020 (in Shares)		228,000
Sale of 1,500,000 Units on October 26, 2020 through over-allotment	15,000,000	$ 1,500	14,998,500
Sale of 1,500,000 Units on October 26, 2020 through over-allotment (in Shares)		1,500,000
Sale of 500,000 Units on November 17, 2020 through over-allotment	5,000,000	$ 500	4,999,500
Sale of 500,000 Units on November 17, 2020 through over-allotment (in Shares)		500,000
Forfeiture of 62,500 by initial stockholders		$ (63)	63
Forfeiture of 62,500 by initial stockholders (in Shares)		(62,500)
Underwriters' discount	(450,000)		(450,000)
Other offering expenses	(420,121)		(420,121)
Fair value of derivative warrant liabilities issued in private placement (Restated)	(142,353)		(142,353)
Maximum number of redeemable shares (Restated)	(166,348,610)	$ (16,634)	(166,331,976)
Maximum number of redeemable shares (Restated) (in Shares)		(16,634,861)
Balance at Dec. 31, 2020	5,000,010	$ 4,843	5,102,198	(107,031)
Balance (in Shares) at Jun. 23, 2020		4,843,139
Balance (in Shares) at Mar. 31, 2021		4,478,000
Net loss	(1,015,510)			(1,015,510)
Change in value of common stock subject to possible redemption	$ (3,651,392)	$ (365)	(3,651,028)	1
Change in value of common stock subject to possible redemption (in Shares)		(364,139)
Issuance of common stock to founders (in Shares)	750,000
Balance at Mar. 31, 2021	$ 333,108	$ 4,478	$ 1,451,170	$ (1,122,540)
Balance (in Shares) at Dec. 31, 2020		4,843,139

Condensed Consolidated Statem_3

Condensed Consolidated Statement of Changes in Stockholders' Equity (Parentheticals)	6 Months Ended
	Dec. 31, 2020shares
Over-Allotment
Sale of stock	2,250,000
Common Stock | Anchor Investors
Sale of stock	1,355,000
Common Stock | Initial stockholders
Number of shares subject to forfeiture	1,355,000
Common Stock | Initial stockholders
Number of shares subject to forfeiture	562,500
Common Stock | Sponsor 2, LLC
Sale of stock	562,500
Common Stock | Public Offering | October 22, 2020
Sale of stock	15,000,000
Common Stock | Private Units | October 22, 2020
Sale of stock	228,000
Common Stock | Over-Allotment | October 26, 2020
Sale of stock	1,500,000
Common Stock | Over-Allotment | November 17, 2020
Sale of stock	500,000
Common Stock | Initial stockholders
Number of shares subject to forfeiture	62,500

Condensed Consolidated Statem_4

Condensed Consolidated Statement of Cash Flows - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net loss	$ (1,015,510)	$ (107,031)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in warrant liability	110,872	(19,284)
Interest earned on cash and marketable securities held in trust account	(37,656)	(27,342)
Changes in operating assets and liabilities:
Prepaid expenses	(1,857)	(297,371)
Accounts payable and accrued expenses	281,393	129,388
Net cash used in operating activities	(662,758)	(321,640)
Cash flows from investing activities:
Investments held in Trust		(170,000,000)
Net cash used in investing activities		(170,000,000)
Cash flows from financing activities:
Proceeds from sale of common stock to initial stockholders		25,000
Proceeds from sale of Units, net of offering costs		169,129,879
Proceeds from sale of Private Placement Units		2,280,000
Sale of shares to GW Sponsor 2, LLC		163,125
Proceeds from note payable-related party		135,000
Payment of note payable-related party		(135,000)
Net cash provided by financing activities		171,598,004
Net change in cash	(662,758)	1,276,364
Cash, beginning of the period	1,276,364
Cash, end of period	613,606	1,276,364
Supplemental disclosure of cash flow information:
Initial value of common stock subject to possible redemption (restated)		167,567,559
Change in common stock subject to possible redemption	$ 3,651,391	$ (1,218,950)

Description of Organization and

Description of Organization and Business Operations	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Description of Organization and Business Operations	Note 1 – Description of Organization and Business Operations Good Works Acquisition Corp. (the “Company”) was incorporated in Delaware on June 24, 2020. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2021, the Company had not commenced any operations. All activity for the period from June 24, 2020 (inception) through March 31, 2021 relates to the Company’s formation and initial public offering (“Public Offering” or “IPO”), and since completion of the IPO, searching for a target with which to consummate a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non- Initial Public Offering On October 22, 2020, the Company completed the sale of 15,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $150,000,000 which is described in Note 3. Simultaneous with the closing of the IPO, the Company completed the sale of 228,000 Private Units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to certain funds and accounts managed by Magnetar Financial LLC, Mint Tower Capital Management B.V., Periscope Capital Inc., and Polar Asset Management Partners Inc. (collectively, the “Anchor Investors”), generating gross proceeds of $2,228,000, which is described in Note 4. In connection with the IPO, the underwriters were granted a 45-day On November 17, 2020 the underwriters canceled the remainder of the Over-Allotment Option. In connection with the cancellation of the remainder of the Over-Allotment Option, on November 17, 2020, the Company cancelled an aggregate of 62,500 shares of common stock issued to I-B Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the 2a-7 The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) 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 in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. In the event of a complete liquidation of the Company, the Trust Account could be further reduced by up to $100,000 for expenses of the liquidation). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption are recorded at redemption value and classified as temporary equity in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 immediately before or after such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor, an affiliate of I-Bankers Inc.(“I-Bankers Sponsor and the Company’s management and Directors have agreed (a) to waive their redemption rights with respect to their Founder Shares and any Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to consummate a Business Combination and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect a public stockholders’ ability to convert or sell their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company has 21 months from the closing of the Public Offering to complete a Business Combination (the “Combination Period”). 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 In order to protect the amounts held in the Trust Account, Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share, except as to any claims by a third party who executed an agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. 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. Proposed Business Combination On March 5 , Merger Agreement Merger Sub Cipher The Merger Agreement and the transactions contemplated thereby were approved by the boards of directors of each of Good Works and Cipher. The Business Combination The Merger Agreement provides for, among other things, the following transactions at the closing: (i) Merger Sub will merge with and into Cipher, with Cipher as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of Good Works (the “ Merger Business Combination The Business Combination is expected to close in the second quarter of 2021, following the receipt of the required approval by Good Works stockholders and the fulfillment (or waiver) of other customary closing conditions. Business Combination Consideration In accordance with the terms and subject to the conditions of the Merger Agreement, each share of Cipher common stock, par value $0.001 issued and outstanding shall be converted into the right to receive four hundred thousand (400,000) shares of Good Works common stock, par value $0.001 (“ Good Works Common Stock Governance Good Works has agreed to take all action within its power as may be necessary or appropriate such that, effective immediately after the closing of the Business Combination, Cipher Mining Inc.’s board of directors shall consist of seven directors, which directors shall be nominated pursuant to the Merger Agreement, which nominees include one Good Works designee. Additionally, the current Cipher management team will move to Good Works in their current roles and titles. Representations and Warranties; Covenants The Merger Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type, including with respect to the operations of Good Works and Cipher and that each of the parties have undertaken to procure approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act Conditions to Each Party’s Obligations The obligation of Good Works and Cipher to consummate the Business Combination is subject to certain closing conditions, including, but not limited to, (i) the expiration or termination of the applicable waiting period under the HSR Act, (ii) the approval of Good Works stockholders, (iii) the approval of Cipher’s stockholders and (iv) the Registration Statement (as defined below) becoming effective. In addition, the obligation of Good Works to consummate the Business Combination is subject to the fulfillment (or waiver) of other closing conditions, including, but not limited to, (i) the representations and warranties of Cipher being true and correct to the standards applicable to such representations and warranties and each of the covenants of Cipher having been performed or complied with in all material respect, (ii) the delivery to Good Works of evidence of satisfactory Tail Insurance (as defined in the Merger Agreement) to be bound as of the closing, and (iii) delivery of all ancillary agreements required to be executed and delivered by Cipher or its sole stockholder and (iv) no Material Adverse Effect (as defined in the Merger Agreement) shall have occurred. The obligation of Cipher to consummate the Business Combination is also subject to the fulfillment (or waiver) of other closing conditions, including, but not limited to, (i) the representations and warranties of Good Works and Merger Sub being true and correct to the standards applicable to such representations and warranties and each of the covenants of Good Works having been performed or complied with in all material respects, (ii) the aggregate cash proceeds from Good Works trust account, together with the proceeds from the PIPE Financing (as defined below), equaling no less than $400,000,000 (after deducting any amounts paid to Good Works stockholders that exercise their redemption rights in connection with the Business Combination and net of unpaid transaction expenses incurred or subject to reimbursement by Good Works), (iii) Good Works total outstanding Indebtedness (as defined in the Merger Agreement) shall be less than twenty-five million dollars ($25,000,000.00), and (iv) the approval by Nasdaq of Good Works listing application in connection with the Business Combination . Termination The Merger Agreement may be terminated under certain customary and limited circumstances prior to the closing of the Business Combination, including, but not limited to, (i) by mutual written consent of Good Works and Cipher, (ii) by Good Works if there is any breach of the representations and warranties of Cipher or if Cipher Mining fails to perform any covenant or agreement set forth in the Merger Agreement, in each case, such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iii) termination by Cipher if there is any breach of the representations and warranties of Good Works or if Good Works fails to perform any covenant or agreement set forth in the Merger Agreement, in each case, such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iv) subject to certain limited exceptions, by either Good Works or Cipher if the Business Combination is not consummated within six months of signing of the Merger Agreement, (v) by either Good Works or Cipher if certain required approvals are not obtained by Good Works stockholders after the conclusion of a meeting of Good Works stockholders held for such purpose at which such stockholders voted on such approvals, and (vi) termination by Good Works if Cipher’s sole stockholder does not deliver to Good Works a written consent approving the Business Combination within ten business days of the Consent Solicitation Statement (as defined in the Merger Agreement) being disseminated. If the Merger Agreement is validly terminated, none of the parties to the Merger Agreement will have any liability or any further obligation under the Merger Agreement other than customary confidentiality obligations, except in the case of Willful Breach (as defined in the Merger Agreement). Good Works Sponsor Support Agreement Concurrently with the execution of the Merger Agreement, Good Works, and I-B Sponsor Acquiror Support Agreement Cipher Support Agreement Concurrently with the execution of the Merger Agreement, the sole stockholder of Cipher representing the requisite votes necessary to approve the Business Combination entered into support agreements (the “ Company Support Agreement Restrictive Covenant Agreements Concurrently with the execution of the Merger Agreement, Bitfury Top Holdco B.V. (“ Bitfury MSSA BHBV PIPE Financing (Private Placement) Concurrently with the execution of the Merger Agreement, Good Works entered into subscription agreements (the “ Subscription Agreements PIPE Investors PIPE Financing The closing of the PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. The Subscription Agreements provide that Good Works will grant the investors in the PIPE Financing certain customary registration rights. Bitfury Private Placement Concurrently with the execution of the Merger Agreement and the execution of the Subscription Agreements with the PIPE Investors, Bitfury agreed to subscribe for and purchase, and Good Works agreed to issue and sell to Bitfury, concurrent with the Closing (as defined in the Merger Agreement), an aggregate of 5,000,000 shares of Good Works Common Stock in exchange for a benefit-in-kind Bitfury Subscription Agreement benefit-in-kind As disclosed in Note 11—Subsequent Events, on July 8, 2021, the Bitfury Subscription Agreement was amended and restated in its entirety to provide that the 25% benefit-in-kind discount under the MSSA (in consideration for Bitfury’s purchase of an aggregate of 5,000,000 shares of Good Works Common Stock at a purchase price of $10.00 per share) will instead be paid as a $50 million cash payment, which will be made at Closing (as defined in the Merger Agreement) in the form of cash and/or forgiveness of outstanding indebtedness owed by Cipher to Bitfury. Lock-Ups The Sponsor, certain holders of Good Works Common Stock, and Bitfury, Cipher’s sole stockholder immediately prior to the closing of the Business Combination, will enter into lock-up Lock-Up lock-ups one-half lock-up Lock-Up Lock-up Amended and Restated Registration Rights Agreement At the closing of the Business Combination, the Sponsor, certain stockholders of Good Works, and Bitfury (collectively, the “ Holders Registration Rights Agreement Liquidity and Capital Resources As of March 31, 2021, we had $613,606 of cash and cash equivalents and a working capital of approximately $502,052. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth Risks and Uncertainties Management continues to evaluate the impact of the COVID-19

Description of Organization, Bu

Description of Organization, Business Operations and Basis of Presentation and Summary of Significant Accounting Policies	6 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Description of Organization, Business Operations and Basis of Presentation and Summary of Significant Accounting Policies	Note 1 - Description of Organization, Business Operations and Basis of Presentation and Summary of Significant Accounting Policies Organization and General Good Works Acquisition Corp. (the “Company”) was incorporated in Delaware on June 24, 2020. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from June 24, 2020 (inception) through December 31, 2020, relates to the Company’s formation and initial public offering (“IPO”), and, since the completion of the IPO, searching for a target to consummate a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income IPO On October 22, 2020, the Company completed the sale of 15,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $150,000,000 which is described in Note 3. Simultaneous with the closing of the IPO, the Company completed the sale of 228,000 Private Units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to certain funds and accounts managed by Magnetar Financial LLC, Mint Tower Capital Management B.V., Periscope Capital Inc., and Polar Asset Management Partners Inc. (collectively, the “Anchor Investors”), generating gross proceeds of $2,228,000, which is described in Note 4. In connection with the IPO, the underwriters were granted a 45-day On November 17, 2020, the underwriters purchased an additional 500,000 Units pursuant to the partial exercise of the Over-Allotment Option, generating gross proceeds of $5,000,000. The Over-Allotment Units were sold at an offering price of $10.00 per Over-Allotment Unit, generating aggregate additional gross proceeds of $20,000,000 to the Company. On November 17, 2020, the underwriters canceled the remainder of the Over-Allotment Option. In connection with the cancellation of the remainder of the Over-Allotment Option, on November 17, 2020, the Company cancelled an aggregate of 62,500 shares of common stock issued to I-B Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the sale of the Private Units, 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 a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Management agreed that an amount equal to at least $10.00 per Unit sold in the Public Offering will be held in a trust account (“Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) 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 in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. In the event of a complete liquidation of the Company, the Trust Account could be further reduced by up to $100,000 for expenses of the liquidation). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 immediately before or after such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor, an affiliate of I-Bankers Inc.(“I-Bankers Sponsor and the Company’s management and Directors have agreed (a) to waive their redemption rights with respect to their Founder Shares and any Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to consummate a Business Combination and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect a public stockholders’ ability to convert or sell their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until 21 months from the closing of the Public Offering to complete a Business Combination (the “Combination Period”). 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 price, In order to protect the amounts held in the Trust Account, Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share, except as to any claims by a third party who executed an agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. 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. Liquidity and Capital Resources As of December 31, 2020, we had cash of $1,276,364. We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements as of December 31, 2020 and for the period from June 24, 2020 (Inception) through December 31, 2020 the (“Affected Period”), is restated in this Annual Report on Form 10-K/A 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 Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Investment Held in Trust Account Investment held in Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity Held-to-maturity Held-to-maturity A decline in the market value of held-to-maturity year-end, Premiums and discounts are amortized or accreted over the life of the related held-to-maturity Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheet. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of December 31, 2020 due to the short maturities of such instruments. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: U.S. Money Market held in Trust Account $ 203 $ — $ — $ 203 U.S. Treasury Securities held in Trust Account 170,027,139 — — 170,027,139 $ 170,027,342 $ — $ — $ 170,027,342 Liabilities: Private stock warrant liabilities (Restated) $ — $ — $ 123,070 $ 123,070 $ — $ — $ 123,070 $ 123,070 As of December 31, 2020, the estimated f a At Issuance As of Exercise price $ 11.50 $ 11.50 Stock price $ 9.40 $ 9.95 Volatility 23.0 % 18.4 % Probability of completing a Business Combination 88.3 % 88.3 % Term 5.61 5.42 Risk-free rate 0.42 % 0.42 % Dividend yield 0.0 % 0.0 % Risk-free interest rate: Dividend yield: % expected dividend yield as the Company has not paid dividends to date and does not anticipate declaring dividends in the near future. Volatility: Remaining term: The change in fair value of Private Warrants through December 31, 2020 is as follows: Warrant liabilities at June 24, 2020 (inception) $ — Issuance of private warrants 142,353 Change in fair value of warrant liabilities (19,283 ) Warrant liabilities at December 31, 2020 $ 123,070 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The 815-40. re-measurement Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) Per Common Share Net income (loss) per share is computed by dividing income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of net income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of net income per share. Net income (loss) per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net income (loss) per share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share: For the Restated Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 27,342 Less: income from investments held in Trust Account used to pay for income taxes and franchise taxes (34,679 ) Net loss attributable to Common stock subject to possible redemption $ (7,337 ) Denominator: Weighted average common stock subject to possible redemption Basic and diluted weighted average shares outstanding 16,723,356 Basic and diluted net loss per share, common stock subject to possible redemption $ (0.00 ) Non-Redeemable Numerator: Net loss minus amount allocable to redeemable common stock and change in fair value Net loss $ (107,031 ) Less: Net loss allocable to common stock subject to possible redemption 7,337 Non-redeemable net loss $ (99,694 ) Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 4,483,216 Basic and diluted net loss per share, non-redeemable common stock $ (0.02 ) Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Restatement of Financial Statem

Restatement of Financial Statements	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Restatement of Financial Statements [Abstract]
Restatement of Financial Statements	Note 3 – Restatement of Financial Statements In June 2021, the Company concluded that, because of a misapplication of the accounting guidance related to its Public Warrants the Company issued in its initial public offering, the Company’s previously issued financial statements for the Affected Period should no longer be relied upon. As such, the Company is restating its financial statements for the Affected Period included in this Quarterly Report. As disclosed in the previously filed Form 10-Q on May 7, 2021, the Public Warrants were reflected as derivative liability as opposed to a component of equity on the balance sheet. The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. The Company reassessed its accounting for Public Warrants issued in its initial public offering, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the Public Warrants should be classified as equity. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued Financial Statements for the three months ended March 31, 2021 should be restated because of a misapplication in the guidance around accounting for the public warrants (the “Public Warrants”) and should no longer be relied upon. The Public Warrants were issued in connection with the Company’s Initial Public Offering. Impact of the Restatement The impact of the restatement on the Balance Sheet, Statement of Operations and Statement of Cash Flows for the Affected Periods is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. As of March 31, 2021 As Previously Restatement As Restated Balance Sheet Total assets $ 170,977,831 $ — $ 170,977,831 Liabilities, redeemable non-controlling interest and stockholders’ equity Total current liabilities $ 410,781 $ — $ 410,781 Warrant liabilities 16,694,840 (16,460,898 ) (1)(2) (3) 233,942 Total liabilities 17,105,621 (16,460,898 ) 644,723 Class A common stock, $0.0001 par value; shares subject to possible redemption 148,872,200 21,127,800 (1)(2) 170,000,000 Stockholders’ equity Preferred stock - $0.001 par value — — — Common stock - $0.001 par value 6,591 (2,113 ) (2) ( 3 4,478 Additional paid-in-capital 12,313,299 (10,862,129 ) (2) ( 3 1,451,170 Accumulated deficit (7,319,880 ) 6,197,340 (2) (1,122,540 ) Total stockholders’ equity 5,000,010 (4,666,902 ) (333,108 ) Total liabilities and stockholders’ equity $ 170,977,831 $ — $ 170,977,831 For the Three Months Ended March 31, 2021 As Previously Restatement As Restated Statement of Operations Loss from operations $ (942,294 ) $ — $ (942,294 ) Other (expense) income: Change in fair value of warrant liabilities (7,527,162 ) 7,416,290 (2) (110,872 ) Interest income 37,656 — 37,656 Total other (expense) income (7,489,506 ) 7,416,290 (73,216 ) Net loss $ (8,431,800 ) $ 7,416,290 $ (1,015,510 ) Basic and diluted weighted-average redeemable common shares outstanding 15,720,926 918,038 16,638,694 Basic and Diluted net income (loss) per redeemable common shares $ (0.00 ) $ 0.00 Basic and diluted weighted-average non-redeemable common shares outstanding 5,757,074 (918,038 ) 4,839,036 Basic and Diluted net income (loss) per non-redeemable common shares $ (1.47 ) $ 1.26 $ (0.21 ) For the Three Months Ended March 31, 2021 As Previously Restatement As Restated Statement of Cash Flows Net loss $ (8,431,800 ) $ 7,416,290 (2) $ (1,015,510 ) Adjustment to reconcile net loss to net cash used in operating activities 7,769,042 (7,416,290 ) (2) 352,752 Net cash used in operating activities (662,758 ) — (662,758 ) Net change in cash $ (662,758 ) $ — $ (662,758 ) Supplemental disclosure of non-cash financing activities: Change in common stock subject to possible redemption $ (8,431,800 ) $ 12,083,191 $ 3,651,391 (1) To reclass public warrants from liabilities to stockholders’ equity. (2) To adjust the change in warrant liability for the period end ed (3) Reclassification of common shares from equity to temporary equity as of March 31, 2021.	Note 2— Restatement of Financial Statements In June 2021, the Company concluded that, because of a misapplication of the accounting guidance related to its Public Warrants the Company issued in its initial public offering, the Company’s previously issued financial statements for the Affected Period should no longer be relied upon. As such, the Company is restating its financial As disclosed in the previously filed Form 10-K/A on May 7, 2021, the Public were 815-40 Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued Financial Statements as of December 31, 2021 and for the period from June 24, 2020 through December 31, 2020 should be restated because of a misapplication in the guidance around accounting the Public Warrants and should no longer be relied upon. The Public Warrants were issued in connection with the Company’s Initial Public Offering. Impact of the Restatement The impact of the restatement on the Balance Sheet, Statement of Operations and Statement of Cash Flows for the Affected Periods is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. As of December 31, 2020 As Previously Restatement As Restated Balance Sheet Total assets $ 171,601,077 $ — $ 171,601,077 Liabilities, redeemable non-controlling Total current liabilities $ 129,388 $ — $ 129,388 Warrant liabilities 9,167,678 (9,044,608 ) (1)(2) 123,070 Total liabilities 9,297,066 (9,044,608 ) 252,458 Common stock, $0.001 par value; shares subject to possible redemption 157,304,001 9,044,608 (1)(2) 166,348,609 Stockholders’ equity Preferred stock- $0.001 par value — — — Common stock - $0.001 par value 5,748 (905 ) (2) 4,843 Additional paid-in-capital 3,882,343 1,219,855 (2) 5,102,198 Retained earnings (deficit) 1,111,919 (1,218,950 ) (2) (107,031 ) Total stockholders’ equity 5,000,010 — 5,000,010 Total liabilities and stockholders’ equity $ 171,601,077 $ — $ 171,601,077 Period From June 24, 2020 (Inception) Through December 31, 2020 As Previously Restatement As Restated Statement of Operations and Comprehensive Loss Loss from operations $ (153,657 ) $ — $ (153,657 ) Other (expense) income: Change in fair value of warrant liabilities 1,238,234 (1,218,950 ) (2) 19,284 Interest income 27,342 — 27,342 Total other (expense) income 1,265,576 (1,218,950 ) 46,626 Net income (loss) $ 1,111,919 $ (1,218,950 ) $ (107,031 ) Basic and diluted weighted-average redeemable common shares outstanding 16,710,435 12,921 16,723,356 Basic and diluted net income (loss) per redeemable common shares $ (0.00 ) — $ (0.00 ) Basic and diluted weighted-average non-redeemable common shares outstanding 4,496,137 (12,921 ) 4,483,216 Basic and diluted net income (loss) per non-redeemable common shares $ 0.25 $ (0.27 ) $ (0.02 ) Statement of Cash Flows Net income (loss) $ 1,111,919 $ (1,218,950 ) (2) $ (107,032 ) Adjustment to reconcile net loss to net cash used in operating activities (1,433,559 ) 1,218,950 (2) (214,608 ) Net cash used in operating activities (321,640 ) — (321,640 ) Net cash used in investing activities (170,000,000 ) — (170,000,000 ) Net cash provided by financing activities 171,598,004 — 171,598,004 Net change in cash $ 1,276,364 $ — $ 1,276,364 Supplemental disclosure of non-cash Initial value of common $ 156,065,767 $ 11,501,792 $ 167,567,559 (1) To reclass public warrants (2) To adjust the change in warrant liability for the period ended December 31, 2020.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 – Summary of Significant Accounting Policies Basis of Presentation (Restated) The accompanying financial statements conformity with Form 10-K Form 10-K/A Form 8-K, As described in Note 3—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the three months ended March 31, 2021 (the “Affected Period”), is restated in this Quarterly Report on Form 10-Q/A (Amendment No. 1) (this “Quarterly Report”) to correct the misapplication of accounting guidance related to the Company’s Public Warrants in the Company’s previously issued unaudited condensed consolidated financial statements for such period. The restated financial statements are indicated as “Restated” in the unaudited condensed consolidated financial statements and accompanying notes, as applicable. See Note 3—Restatement of Previously Issued Financial Statements for further discussion. Reclassification Concurrently with the execution of the Merger Agreement, the Company entered into a committed PIPE Financing. As a result, the Company reclassed approximately $4.7 million from stockholders’ equity to temporary equity. This reclassification had no impact on net loss, net cash flows from operating, investing or financ i . 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 Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 or December 31, 2020. Investment Held in Trust Account Investment held in Trust Account consist of United States Treasury securities with a maturity of 180 days or less. The Company classifies its United States Treasury securities as held-to-maturity Held-to-maturity Held-to-maturity A decline in the market value of held-to-maturity year-end, Premiums and discounts are amortized or accreted over the life of the related held-to-maturity Fair Value Measurements (Restated ) FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement . The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed consolidated balance sheet as of March 31, 2021 and the balance sheet as of December 31, 2020. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses are estimated to approximate the carrying values as of March 31, 2021 and December 31, 2020 due to the short maturities of such instruments. Fair Value Measured as of March 31, 2021 Level 1 Level 2 Level 3 Total Assets: U.S. Money Market held in Trust Account $ 203 $ — $ — $ 203 U.S. Treasury Securities held in Trust Account 170,064,795 — — 170,064,795 $ 170,064,998 $ — $ — $ 170,064,998 Liabilities: Private stock warrant liabilities $ — $ — $ 233,942 $ 233,942 $ — $ — $ 233,942 $ 233,942 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: U.S. Money Market held in Trust Account $ 203 $ — $ — $ 203 U.S. Treasury Securities held in Trust Account 170,027,139 — — 170,027,139 $ 170,027,342 $ — $ — $ 170,027,342 Liabilities: Private stock warrant liabilitie s $ — $ — $ 123,070 $ 123,070 $ — $ — $ 123,070 $ 123,070 The Private Warrants are accounted for as liabilities pursuant to ASC 815-40 As of March 31, 2021 and December 31, 2020, the estimated fair value of the Private Warrants was determined using a Black Sholes valuation model using Level 3 inputs. Significant inputs to the valuation are as follows: As of 2020 As of 2021 Exercise price $ 11.50 $ 11.50 Stock price 9.95 10.83 Volatility 18.40 % 24.4 % Probability of completing a business combination 88.30 % 88.3 % Term 5.42 5.17 Risk-free rate 0.42 % 0.96 % Dividend yield 0.00 % 0.00 % The following table presents a summary of the changes in the fair value of the Private Warrants, a Level 3 liability, measured on a recurring basis. Warrant liabilities at December 31, 202 0 $ 123,070 Change in fair value of warrant liabilities 110,872 Warrant liabilities at Marc h 0 $ 233,942 The non-cash loss on revaluation of the Private Warrants is included in change in warrant liability on the statement of operations. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Derivative warrant liabilities (Restated) The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued in connection with our private placement was initially and subsequently remeasured at fair value using the Black Sholes method . Common Stock Subject to Possible Redemption The Company accounts for common stock subject to possible redemption in accordance with the guidance in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be immaterial for the three month period ended March 31, 2021 and for the period from June 24, 2020 (inception) to December 31, 2020. Net Income (loss) Per Common Share (Restated) Net income (loss) per share is computed by dividing income (loss) by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statements of operations include a presentation of net income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class Net income per share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable s Non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income per common share: For the Per from 2021 Through March 31, 2021 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 37,656 Less: income from investments held in Trust Account used to pay for income taxes and franchise taxes (34,657 ) Net income $ 2,999 Denominator: Weighted average common stock subject to possible redemption Basic and diluted weighted average shares outstanding 16,638,694 Basic and diluted net income per share, common stock subject to possible redemption $ 0.00 Non-Redeemable Numerator: Net loss minus amount allocable to redeemable common stock and change in fair value Net loss (1,015,510 ) Less: Net loss allocable to common stock subject to possible redemption (2,999 ) Non-redeemable $ (1,018,509 ) Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 4,839,036 Basic and diluted net loss per share, non-redeemable $ (0.21 ) Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Regulated Operations [Abstract]
Initial Public Offering	Note 4 – Initial Public Offering Pursuant to the IPO on October 22, 2020, the Company sold 15,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one-half of The underwriters were granted a 45-day prospectus Upon closing of the IPO and the sale	Note 3 - Initial Public Offering Pursuant to the IPO on October 22, 2020, the Company sold 15,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one-half of The underwriters were granted a 45-day Upon closing of the IPO and the sale of the Over-Allotment Units, a total of $170,000,000 ($10.00 per Unit) has been placed in a U.S.-based trust account, with Continental Stock Transfer & Trust Company acting as trustee.

Private Placement

Private Placement	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Private Placement Disclosure [Abstract]
Private Placement	Note 5 – Private Placement On October 22, 2020, simultaneously Offering consists one-half	Note 4 – Private Placement On October 22, 2020, simultaneously with the closing of the Public Offering, the Anchor Investors purchased an aggregate of 228,000 Private Units at a price of $10.00 per Private Unit, for an aggregate purchase price of $2,280,000, in a private placement that occurred simultaneously with the closing of the Public Offering. Each Private Unit consists of one share of common stock (“Private Share”) and one-half of

Related Party Transactions

Related Party Transactions	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Note 6 – Related Party Transactions Founder Shares In July 2020, Sponsor officers collectively underwriters Of the Founder Shares, several of the Founders were holding an aggregate of 750,000 shares not-for-profit not-for-profit The Founders (including the not-for-profit 20 30-trading lock-up. Promissory Note — Related Party In addition, in order to finance transaction costs in connection with a Business Combination, Sponsor and its designees may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into Private Units of the post Business Combination entity at a price of $10.00 per Private Unit. The Private Units would be identical to the Private Units issued in the Private Placement. At March 31, 2021, no Working Capital Loans have been issued. Administrative Support Agreement The Company has agreed, commencing on the effective date of the Public Offering through the earlier of the Company’s consummation of a Business Combination and the liquidation of the Trust Account, to pay an affiliate of one of the Company’s executive officers $10,000 per month for office space, utilities and secretarial and administrative support.	Note 5 – Related Party Transactions Founder Shares In July 2020, Sponsor, and our officers and directors (collectively, the “Founders”) purchased an aggregate of 4,312,500 shares (the “Founder Shares”) of the Company’s common stock for an aggregate price of $25,000. In August 2020, certain of our initial stockholders forfeited 1,355,000 Founder Shares and the Anchor Investors purchased 1,355,000 Founder Shares for an aggregate purchase price of approximately $7,855, or approximately $0.006 per share. In October 2020, Sponsor forfeited an aggregate of 562,500 founder shares for no consideration, and GW Sponsor 2, LLC, an entity managed by Management, purchased from the Company 562,500 shares for a purchase price of $163,125. The Founder Shares include an aggregate of up to 562,500 shares subject to forfeiture by Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Founders and Anchor Investors will collectively own 20% of the Company’s issued and outstanding shares after the Public Offering (assuming the Founders or Anchor Investors do not purchase any Public Shares in the Public Offering). On November 17, 2020, the underwriters canceled the remainder of the Over-Allotment Option. In connection with the cancellation of the remainder of the Over-Allotment Option, the Company cancelled an aggregate of 62,500 shares of common stock issued to Sponsor. Of the Founder Shares, several of the Founders are holding an aggregate of 750,000 shares which they have agreed to contribute to a not-for-profit The Founders and Anchor Investor have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of earlier of (1) one year after the completion of the Business Combination and (2) the date on which the Company consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after the Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading lock-up. Promissory Note — Related Party On June 30, 2020, the Company issued an unsecured promissory note to IBS Holding Corporation (the “Promissory Note”), an affiliate of the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $432,500. The Promissory Note was non-interest bearing Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, Sponsor and its designees may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into Private Units of the post Business Combination entity at a price of $10.00 per Private Unit. The Private Units would be identical to the Private Units issued in the Private Placement. At December 31, 2020, were no Working Capital Loans outstanding. Administrative Support Agreement The Company has agreed, commencing on the effective date of the Public Offering through the earlier of the Company’s consummation of a Business Combination and the liquidation of the Trust Account, to pay an affiliate of one of the Company’s executive officers $10,000 per month for office space, utilities and secretarial and administrative support.

Investment Held in Trust Accoun

Investment Held in Trust Account	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Investments, Debt and Equity Securities [Abstract]
Investment Held in Trust Account	DT Note 7 – Investment Held in Trust Account DT As of March 31, 2021, investment in the Company’s Trust Account consisted of $203 in U.S. Money Market funds and $170,064,795 in U.S. Treasury Securities. All of the U.S. Treasury Securities mature on April 22, 2021. The Company classifies its United States Treasury securities as held-to-maturity 320 Held-to-maturity be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized holding loss Carrying Gross Gross Fair Value U.S. Money Market $ 203 $ — $ — $ 203 U.S. Treasury Securities 170,027,139 4,916 (148 ) 170,031,907 $ 170,027,342 $ 4,916 $ (148 ) $ 170,032,110 Carrying Gross Gross Fair Value as of March 31, 2021 U.S. Money Market $ 203 $ — $ — $ 203 U.S. Treasury Securities 170,027,139 37,656 — 170,064,795 $ 170,027,342 $ 37,656 $ — $ 170,064,998	Note 6 —Investment Held in Trust Account As of December 31, 2020, investment in the Company’s Trust Account consisted of $203 in U.S. Money Market and $170,027,139 in U.S. Treasury Securities. All of the U.S. Treasury Securities mature on April 22, 2021. The Company classifies its United States Treasury securities as held-to-maturity Held-to-maturity Carrying Gross Gross Fair Value U.S. Money Market $ 203 $ — $ — $ 203 U.S. Treasury Securities 170,027,139 4,916 (148 ) 170,031,907 $ 170,027,342 $ 4,916 $ (148 ) $ 170,032,110

Commitments

Commitments	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments	Note 8 – Commitments Registration Rights The holders of the Founder Shares, as well as the holders of the Private Units and any Private Warrants or Private Units that may be issued in payment of Working Capital Loans Company Underwriting Agreement The Company granted the underwriters a 45-day On October 26, 2020, the underwriters purchased an additional 1,500,000 Over-Allotment Units pursuant to the partial exercise of the Over-Allotment Option. On November 17, 2020, the underwriters purchased an additional 500,000 Over-Allotment Units pursuant to the partial exercise of the Over-Allotment Option. The Over-Allotment Units were sold at an offering price of $10.00 per Over-Allotment Unit, generating aggregate additional gross proceeds of $20,000,000 to the Company. On November 17, 2020, the underwriters canceled the remainder of the Over-Allotment Option. The Company paid a fixed underwriting discount of $450,000 to the underwriters at the closing of the Public Offering. Business Combination Marketing Agreement The Company engaged I-Bankers Combination I-Bankers In connection with its proposed business combination with Cipher Mining Technologies, the Company has an agreement with the law firm representing it in the matter whereby the Company pays 60% of the actual time charges incurred each month. If the business combination is not completed, no additional fees are payable by the Company, however if the business combination is completed, the Company will own an additional amount equal to the amounts billed (so that the aggregate amount paid would be 120% of actual time charges. As of March 31, 2021, if the business combination had closed on that date, the Company would owe $251,189 in additional legal fees.	Note 7 – Commitments Registration Rights The holders of the Founder Shares, as well as the holders of the Private Units and any Private Warrants or Private Units that may be issued in payment of Working Capital Loans made to the Company (and all underlying securities), are entitled to registration rights pursuant to an agreement that was signed on the effective date of Public Offering. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founders Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Founder Shares, Private Units and Private Warrants or Private Units issued in payment of Working Capital Loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option On October 26, 2020, the underwriters purchased an additional 1,500,000 Over-Allotment Units pursuant to the partial exercise of the Over-Allotment Option. On November 17, 2020, the underwriters purchased an additional 500,000 Over-Allotment Units pursuant to the partial exercise of the Over-Allotment Option. The Over-Allotment Units were sold at an offering price of $10.00 per Over-Allotment Unit, generating aggregate additional gross proceeds of $20,000,000 to the Company. On November 17, 2020, the underwriters canceled the remainder of the Over-Allotment Option. The Company paid a fixed underwriting discount of $450,000 to the underwriters at the closing of the Public Offering. Business Combination Marketing Agreement The Company engaged I-Bankers I-Bankers

Stockholders' Equity

Stockholders' Equity	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Note 9 – Stockholders’ Equity Common Stock — The holders of the Founder Shares have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of earlier of Business r 30-trading lock-up.	Note 8 – Stockholders’ Equity Common Stock Changes The holders of the Founder Shares have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of earlier of (1) one year after the completion of the Business Combination and (2) the date on which the Company consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after the Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading lock-up.

Warrants

Warrants	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Warrant Liability [Abstract]
Warrants	Note 10 – Warrants Public Warrants - become foregoing Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and • at a price of $ 0.01 • upon not less than 30 days’ prior written notice of redemption; • if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and • if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants. 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. Private Warrants - non-redeemable so The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. 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 9 – Warrants The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Public Offering. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $ 0.01 • upon not less than 30 days’ prior written notice of redemption; • if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and • if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Warrants are identical to the Public Warrants underlying the Units sold in the Public Offering, except that the Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Income Tax

Income Tax	6 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income Tax	Note 10 – Income Tax The Company’s net deferred tax assets are as follows: December 31, Deferred tax asset Organizational costs/Startup expenses $ 21,868 Federal net operating loss 4,658 Total deferred tax asset 26,526 Valuation allowance (26,526 ) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: December 31, Federal Current $ — Deferred (26,526 ) State Current — Deferred — Change in valuation allowance 26,526 Income tax provision $ — As of December 31, 2020 In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from June 24, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $26,526. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: Statutory federal income tax rate 21.0 % Change in fair value of derivative warrant liabilities 3.80 % State taxes, net of federal tax benefit 0.0 % Change in valuation allowance (24.8 )% Income tax provision — % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

Subsequent Events

Subsequent Events	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 11 – Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up the date that the financial statements were issued. Except as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On July 8, 2021, the Bitfury Subscription Agreement was amended and restated in its entirety to provide that the 25% benefit-in-kind discount under the MSSA (in consideration for Bitfury’s purchase of an aggregate of 5,000,000 shares of Good Works Common Stock at a purchase price of $10.00 per share) will instead be paid as a $50 million cash payment, which will be made at Closing (as defined in the Merger Agreement) in the form of cash and/or forgiveness of outstanding indebtedness owed by Cipher to Bitfury.	Note 11 – Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based on this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On March 5, 2021, the Company (or “Good Works”) entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “ Merger Agreement Merger Sub Cipher Merger Cipher will be treated as the acquiror for accounting purposes Good Works Common Stock Concurrent with execution of the Merger Agreement, Good Works entered into subscription agreements (the “ Subscription Agreements PIPE Investors PIPE Financing Concurrent with the execution of the Merger Agreement and the execution of the Subscription Agreements with the PIPE Investors, Bitfury, the parent company of Cipher, agreed to subscribe for and purchase, and Good Works agreed to issue and sell to Bitfury, concurrent with the Closing (as defined in the Merger Agreement), an aggregate of 5,000,000 shares of Good Works Common Stock in exchange for a benefit-in-kind Bitfury Subscription Agreement BHBV to discount the Service Fees (as that term is defined in the Master Service and Supply Agreement, “MSSA”) charged by BHBV under the MSSA as follows: that the first $200,000,000 of Service Fees payable by Cipher to BHBV under the MSSA described above shall be subject to a discount of 25%, to be applied at the point of invoicing and shown as a separate line item on each relevant invoice. For the avoidance of doubt, when the aggregate value of such discount reaches $50,000,000, such discount shall automatically cease to apply. Such discount shall constitute BHBV’s benefit-in-kind

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation (Restated) The accompanying financial statements conformity with Form 10-K Form 10-K/A Form 8-K, As described in Note 3—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the three months ended March 31, 2021 (the “Affected Period”), is restated in this Quarterly Report on Form 10-Q/A (Amendment No. 1) (this “Quarterly Report”) to correct the misapplication of accounting guidance related to the Company’s Public Warrants in the Company’s previously issued unaudited condensed consolidated financial statements for such period. The restated financial statements are indicated as “Restated” in the unaudited condensed consolidated financial statements and accompanying notes, as applicable. See Note 3—Restatement of Previously Issued Financial Statements for further discussion.	Basis of Presentation The accompanying financial statements of the Company is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements as of December 31, 2020 and for the period from June 24, 2020 (Inception) through December 31, 2020 the (“Affected Period”), is restated in this Annual Report on Form 10-K/A
Reclassification	Reclassification Concurrently with the execution of the Merger Agreement, the Company entered into a committed PIPE Financing. As a result, the Company reclassed approximately $4.7 million from stockholders’ equity to temporary equity. This reclassification had no impact on net loss, net cash flows from operating, investing or financ i .
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.	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 Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.	Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and cash equivalents	Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 or December 31, 2020.	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020.
Investment Held in Trust Account	Investment Held in Trust Account Investment held in Trust Account consist of United States Treasury securities with a maturity of 180 days or less. The Company classifies its United States Treasury securities as held-to-maturity Held-to-maturity Held-to-maturity A decline in the market value of held-to-maturity year-end, Premiums and discounts are amortized or accreted over the life of the related held-to-maturity	Investment Held in Trust Account Investment held in Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity Held-to-maturity Held-to-maturity A decline in the market value of held-to-maturity year-end, Premiums and discounts are amortized or accreted over the life of the related held-to-maturity
Fair Value Measurements	Fair Value Measurements (Restated ) FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement . The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed consolidated balance sheet as of March 31, 2021 and the balance sheet as of December 31, 2020. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses are estimated to approximate the carrying values as of March 31, 2021 and December 31, 2020 due to the short maturities of such instruments. Fair Value Measured as of March 31, 2021 Level 1 Level 2 Level 3 Total Assets: U.S. Money Market held in Trust Account $ 203 $ — $ — $ 203 U.S. Treasury Securities held in Trust Account 170,064,795 — — 170,064,795 $ 170,064,998 $ — $ — $ 170,064,998 Liabilities: Private stock warrant liabilities $ — $ — $ 233,942 $ 233,942 $ — $ — $ 233,942 $ 233,942 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: U.S. Money Market held in Trust Account $ 203 $ — $ — $ 203 U.S. Treasury Securities held in Trust Account 170,027,139 — — 170,027,139 $ 170,027,342 $ — $ — $ 170,027,342 Liabilities: Private stock warrant liabilitie s $ — $ — $ 123,070 $ 123,070 $ — $ — $ 123,070 $ 123,070 The Private Warrants are accounted for as liabilities pursuant to ASC 815-40 As of March 31, 2021 and December 31, 2020, the estimated fair value of the Private Warrants was determined using a Black Sholes valuation model using Level 3 inputs. Significant inputs to the valuation are as follows: As of 2020 As of 2021 Exercise price $ 11.50 $ 11.50 Stock price 9.95 10.83 Volatility 18.40 % 24.4 % Probability of completing a business combination 88.30 % 88.3 % Term 5.42 5.17 Risk-free rate 0.42 % 0.96 % Dividend yield 0.00 % 0.00 % The following table presents a summary of the changes in the fair value of the Private Warrants, a Level 3 liability, measured on a recurring basis. Warrant liabilities at December 31, 202 0 $ 123,070 Change in fair value of warrant liabilities 110,872 Warrant liabilities at Marc h 0 $ 233,942	Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheet. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of December 31, 2020 due to the short maturities of such instruments. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: U.S. Money Market held in Trust Account $ 203 $ — $ — $ 203 U.S. Treasury Securities held in Trust Account 170,027,139 — — 170,027,139 $ 170,027,342 $ — $ — $ 170,027,342 Liabilities: Private stock warrant liabilities (Restated) $ — $ — $ 123,070 $ 123,070 $ — $ — $ 123,070 $ 123,070 As of December 31, 2020, the estimated f a At Issuance As of Exercise price $ 11.50 $ 11.50 Stock price $ 9.40 $ 9.95 Volatility 23.0 % 18.4 % Probability of completing a Business Combination 88.3 % 88.3 % Term 5.61 5.42 Risk-free rate 0.42 % 0.42 % Dividend yield 0.0 % 0.0 % Risk-free interest rate: Dividend yield: % expected dividend yield as the Company has not paid dividends to date and does not anticipate declaring dividends in the near future. Volatility: Remaining term: The change in fair value of Private Warrants through December 31, 2020 is as follows: Warrant liabilities at June 24, 2020 (inception) $ — Issuance of private warrants 142,353 Change in fair value of warrant liabilities (19,283 ) Warrant liabilities at December 31, 2020 $ 123,070
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.	Concentration of Credit Risk
Fair Value of Financial Instruments		Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Derivative warrant liabilities	Derivative warrant liabilities (Restated) The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued in connection with our private placement was initially and subsequently remeasured at fair value using the Black Sholes method .	Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The 815-40. re-measurement
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for common stock subject to possible redemption in accordance with the guidance in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Offering Costs	Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1	Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be immaterial for the three month period ended March 31, 2021 and for the period from June 24, 2020 (inception) to December 31, 2020.	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net Income (loss) Per Common Share	Net Income (loss) Per Common Share (Restated) Net income (loss) per share is computed by dividing income (loss) by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statements of operations include a presentation of net income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class Net income per share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable s Non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income per common share: For the Per from 2021 Through March 31, 2021 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 37,656 Less: income from investments held in Trust Account used to pay for income taxes and franchise taxes (34,657 ) Net income $ 2,999 Denominator: Weighted average common stock subject to possible redemption Basic and diluted weighted average shares outstanding 16,638,694 Basic and diluted net income per share, common stock subject to possible redemption $ 0.00 Non-Redeemable Numerator: Net loss minus amount allocable to redeemable common stock and change in fair value Net loss (1,015,510 ) Less: Net loss allocable to common stock subject to possible redemption (2,999 ) Non-redeemable $ (1,018,509 ) Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 4,839,036 Basic and diluted net loss per share, non-redeemable $ (0.21 )	Net Income (Loss) Per Common Share Net income (loss) per share is computed by dividing income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of net income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of net income per share. Net income (loss) per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net income (loss) per share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share: For the Restated Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 27,342 Less: income from investments held in Trust Account used to pay for income taxes and franchise taxes (34,679 ) Net loss attributable to Common stock subject to possible redemption $ (7,337 ) Denominator: Weighted average common stock subject to possible redemption Basic and diluted weighted average shares outstanding 16,723,356 Basic and diluted net loss per share, common stock subject to possible redemption $ (0.00 ) Non-Redeemable Numerator: Net loss minus amount allocable to redeemable common stock and change in fair value Net loss $ (107,031 ) Less: Net loss allocable to common stock subject to possible redemption 7,337 Non-redeemable net loss $ (99,694 ) Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 4,483,216 Basic and diluted net loss per share, non-redeemable common stock $ (0.02 )
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Description of Organization, _2

Description of Organization, Business Operations and Basis of Presentation and Summary of Significant Accounting Policies (Tables)	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Schedule of fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses are estimated to approximate the carrying values	Fair Value Measured as of March 31, 2021 Level 1 Level 2 Level 3 Total Assets: U.S. Money Market held in Trust Account $ 203 $ — $ — $ 203 U.S. Treasury Securities held in Trust Account 170,064,795 — — 170,064,795 $ 170,064,998 $ — $ — $ 170,064,998 Liabilities: Private stock warrant liabilities $ — $ — $ 233,942 $ 233,942 $ — $ — $ 233,942 $ 233,942 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: U.S. Money Market held in Trust Account $ 203 $ — $ — $ 203 U.S. Treasury Securities held in Trust Account 170,027,139 — — 170,027,139 $ 170,027,342 $ — $ — $ 170,027,342 Liabilities: Private stock warrant liabilitie s $ — $ — $ 123,070 $ 123,070 $ — $ — $ 123,070 $ 123,070	Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: U.S. Money Market held in Trust Account $ 203 $ — $ — $ 203 U.S. Treasury Securities held in Trust Account 170,027,139 — — 170,027,139 $ 170,027,342 $ — $ — $ 170,027,342 Liabilities: Private stock warrant liabilities (Restated) $ — $ — $ 123,070 $ 123,070 $ — $ — $ 123,070 $ 123,070
Schedule of estimated fair value of public warrants was determined by public trading price and private placement warrants was determined using a Black Scholes valuation model using Level 3 inputs	As of 2020 As of 2021 Exercise price $ 11.50 $ 11.50 Stock price 9.95 10.83 Volatility 18.40 % 24.4 % Probability of completing a business combination 88.30 % 88.3 % Term 5.42 5.17 Risk-free rate 0.42 % 0.96 % Dividend yield 0.00 % 0.00 %	At Issuance As of Exercise price $ 11.50 $ 11.50 Stock price $ 9.40 $ 9.95 Volatility 23.0 % 18.4 % Probability of completing a Business Combination 88.3 % 88.3 % Term 5.61 5.42 Risk-free rate 0.42 % 0.42 % Dividend yield 0.0 % 0.0 %
Schedule of change in fair value of the derivative warrant liabilities	Warrant liabilities at December 31, 202 0 $ 123,070 Change in fair value of warrant liabilities 110,872 Warrant liabilities at Marc h 0 $ 233,942	Warrant liabilities at June 24, 2020 (inception) $ — Issuance of private warrants 142,353 Change in fair value of warrant liabilities (19,283 ) Warrant liabilities at December 31, 2020 $ 123,070
Schedule of basic and diluted income (loss) per common share	For the Per from 2021 Through March 31, 2021 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 37,656 Less: income from investments held in Trust Account used to pay for income taxes and franchise taxes (34,657 ) Net income $ 2,999 Denominator: Weighted average common stock subject to possible redemption Basic and diluted weighted average shares outstanding 16,638,694 Basic and diluted net income per share, common stock subject to possible redemption $ 0.00 Non-Redeemable Numerator: Net loss minus amount allocable to redeemable common stock and change in fair value Net loss (1,015,510 ) Less: Net loss allocable to common stock subject to possible redemption (2,999 ) Non-redeemable $ (1,018,509 ) Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 4,839,036 Basic and diluted net loss per share, non-redeemable $ (0.21 )	For the Restated Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 27,342 Less: income from investments held in Trust Account used to pay for income taxes and franchise taxes (34,679 ) Net loss attributable to Common stock subject to possible redemption $ (7,337 ) Denominator: Weighted average common stock subject to possible redemption Basic and diluted weighted average shares outstanding 16,723,356 Basic and diluted net loss per share, common stock subject to possible redemption $ (0.00 ) Non-Redeemable Numerator: Net loss minus amount allocable to redeemable common stock and change in fair value Net loss $ (107,031 ) Less: Net loss allocable to common stock subject to possible redemption 7,337 Non-redeemable net loss $ (99,694 ) Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 4,483,216 Basic and diluted net loss per share, non-redeemable common stock $ (0.02 )

Restatement of Financial Stat_2

Restatement of Financial Statements (Tables)	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Restatement of Financial Statements [Abstract]
Summary Of Restatement Of Financial Statements	As of March 31, 2021 As Previously Restatement As Restated Balance Sheet Total assets $ 170,977,831 $ — $ 170,977,831 Liabilities, redeemable non-controlling interest and stockholders’ equity Total current liabilities $ 410,781 $ — $ 410,781 Warrant liabilities 16,694,840 (16,460,898 ) (1)(2) (3) 233,942 Total liabilities 17,105,621 (16,460,898 ) 644,723 Class A common stock, $0.0001 par value; shares subject to possible redemption 148,872,200 21,127,800 (1)(2) 170,000,000 Stockholders’ equity Preferred stock - $0.001 par value — — — Common stock - $0.001 par value 6,591 (2,113 ) (2) ( 3 4,478 Additional paid-in-capital 12,313,299 (10,862,129 ) (2) ( 3 1,451,170 Accumulated deficit (7,319,880 ) 6,197,340 (2) (1,122,540 ) Total stockholders’ equity 5,000,010 (4,666,902 ) (333,108 ) Total liabilities and stockholders’ equity $ 170,977,831 $ — $ 170,977,831 For the Three Months Ended March 31, 2021 As Previously Restatement As Restated Statement of Operations Loss from operations $ (942,294 ) $ — $ (942,294 ) Other (expense) income: Change in fair value of warrant liabilities (7,527,162 ) 7,416,290 (2) (110,872 ) Interest income 37,656 — 37,656 Total other (expense) income (7,489,506 ) 7,416,290 (73,216 ) Net loss $ (8,431,800 ) $ 7,416,290 $ (1,015,510 ) Basic and diluted weighted-average redeemable common shares outstanding 15,720,926 918,038 16,638,694 Basic and Diluted net income (loss) per redeemable common shares $ (0.00 ) $ 0.00 Basic and diluted weighted-average non-redeemable common shares outstanding 5,757,074 (918,038 ) 4,839,036 Basic and Diluted net income (loss) per non-redeemable common shares $ (1.47 ) $ 1.26 $ (0.21 ) For the Three Months Ended March 31, 2021 As Previously Restatement As Restated Statement of Cash Flows Net loss $ (8,431,800 ) $ 7,416,290 (2) $ (1,015,510 ) Adjustment to reconcile net loss to net cash used in operating activities 7,769,042 (7,416,290 ) (2) 352,752 Net cash used in operating activities (662,758 ) — (662,758 ) Net change in cash $ (662,758 ) $ — $ (662,758 ) Supplemental disclosure of non-cash financing activities: Change in common stock subject to possible redemption $ (8,431,800 ) $ 12,083,191 $ 3,651,391 (1) To reclass public warrants from liabilities to stockholders’ equity. (2) To adjust the change in warrant liability for the period end ed (3) Reclassification of common shares from equity to temporary equity as of March 31, 2021.	As of December 31, 2020 As Previously Restatement As Restated Balance Sheet Total assets $ 171,601,077 $ — $ 171,601,077 Liabilities, redeemable non-controlling Total current liabilities $ 129,388 $ — $ 129,388 Warrant liabilities 9,167,678 (9,044,608 ) (1)(2) 123,070 Total liabilities 9,297,066 (9,044,608 ) 252,458 Common stock, $0.001 par value; shares subject to possible redemption 157,304,001 9,044,608 (1)(2) 166,348,609 Stockholders’ equity Preferred stock- $0.001 par value — — — Common stock - $0.001 par value 5,748 (905 ) (2) 4,843 Additional paid-in-capital 3,882,343 1,219,855 (2) 5,102,198 Retained earnings (deficit) 1,111,919 (1,218,950 ) (2) (107,031 ) Total stockholders’ equity 5,000,010 — 5,000,010 Total liabilities and stockholders’ equity $ 171,601,077 $ — $ 171,601,077 Period From June 24, 2020 (Inception) Through December 31, 2020 As Previously Restatement As Restated Statement of Operations and Comprehensive Loss Loss from operations $ (153,657 ) $ — $ (153,657 ) Other (expense) income: Change in fair value of warrant liabilities 1,238,234 (1,218,950 ) (2) 19,284 Interest income 27,342 — 27,342 Total other (expense) income 1,265,576 (1,218,950 ) 46,626 Net income (loss) $ 1,111,919 $ (1,218,950 ) $ (107,031 ) Basic and diluted weighted-average redeemable common shares outstanding 16,710,435 12,921 16,723,356 Basic and diluted net income (loss) per redeemable common shares $ (0.00 ) — $ (0.00 ) Basic and diluted weighted-average non-redeemable common shares outstanding 4,496,137 (12,921 ) 4,483,216 Basic and diluted net income (loss) per non-redeemable common shares $ 0.25 $ (0.27 ) $ (0.02 ) Statement of Cash Flows Net income (loss) $ 1,111,919 $ (1,218,950 ) (2) $ (107,032 ) Adjustment to reconcile net loss to net cash used in operating activities (1,433,559 ) 1,218,950 (2) (214,608 ) Net cash used in operating activities (321,640 ) — (321,640 ) Net cash used in investing activities (170,000,000 ) — (170,000,000 ) Net cash provided by financing activities 171,598,004 — 171,598,004 Net change in cash $ 1,276,364 $ — $ 1,276,364 Supplemental disclosure of non-cash Initial value of common $ 156,065,767 $ 11,501,792 $ 167,567,559 (1) To reclass public warrants (2) To adjust the change in warrant liability for the period ended December 31, 2020.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Schedule of fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses are estimated to approximate the carrying values	Fair Value Measured as of March 31, 2021 Level 1 Level 2 Level 3 Total Assets: U.S. Money Market held in Trust Account $ 203 $ — $ — $ 203 U.S. Treasury Securities held in Trust Account 170,064,795 — — 170,064,795 $ 170,064,998 $ — $ — $ 170,064,998 Liabilities: Private stock warrant liabilities $ — $ — $ 233,942 $ 233,942 $ — $ — $ 233,942 $ 233,942 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: U.S. Money Market held in Trust Account $ 203 $ — $ — $ 203 U.S. Treasury Securities held in Trust Account 170,027,139 — — 170,027,139 $ 170,027,342 $ — $ — $ 170,027,342 Liabilities: Private stock warrant liabilitie s $ — $ — $ 123,070 $ 123,070 $ — $ — $ 123,070 $ 123,070	Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: U.S. Money Market held in Trust Account $ 203 $ — $ — $ 203 U.S. Treasury Securities held in Trust Account 170,027,139 — — 170,027,139 $ 170,027,342 $ — $ — $ 170,027,342 Liabilities: Private stock warrant liabilities (Restated) $ — $ — $ 123,070 $ 123,070 $ — $ — $ 123,070 $ 123,070
Schedule of estimated fair value of public warrants was determined by public trading price and private placement warrants was determined using a Black Scholes valuation model using Level 3 inputs	As of 2020 As of 2021 Exercise price $ 11.50 $ 11.50 Stock price 9.95 10.83 Volatility 18.40 % 24.4 % Probability of completing a business combination 88.30 % 88.3 % Term 5.42 5.17 Risk-free rate 0.42 % 0.96 % Dividend yield 0.00 % 0.00 %	At Issuance As of Exercise price $ 11.50 $ 11.50 Stock price $ 9.40 $ 9.95 Volatility 23.0 % 18.4 % Probability of completing a Business Combination 88.3 % 88.3 % Term 5.61 5.42 Risk-free rate 0.42 % 0.42 % Dividend yield 0.0 % 0.0 %
Schedule of changes in the fair value of the private placement Warrants, a Level 3 liability, measured on a recurring basis	Warrant liabilities at December 31, 202 0 $ 123,070 Change in fair value of warrant liabilities 110,872 Warrant liabilities at Marc h 0 $ 233,942	Warrant liabilities at June 24, 2020 (inception) $ — Issuance of private warrants 142,353 Change in fair value of warrant liabilities (19,283 ) Warrant liabilities at December 31, 2020 $ 123,070
Schedule of basic and diluted net income per common share	For the Per from 2021 Through March 31, 2021 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 37,656 Less: income from investments held in Trust Account used to pay for income taxes and franchise taxes (34,657 ) Net income $ 2,999 Denominator: Weighted average common stock subject to possible redemption Basic and diluted weighted average shares outstanding 16,638,694 Basic and diluted net income per share, common stock subject to possible redemption $ 0.00 Non-Redeemable Numerator: Net loss minus amount allocable to redeemable common stock and change in fair value Net loss (1,015,510 ) Less: Net loss allocable to common stock subject to possible redemption (2,999 ) Non-redeemable $ (1,018,509 ) Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 4,839,036 Basic and diluted net loss per share, non-redeemable $ (0.21 )	For the Restated Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 27,342 Less: income from investments held in Trust Account used to pay for income taxes and franchise taxes (34,679 ) Net loss attributable to Common stock subject to possible redemption $ (7,337 ) Denominator: Weighted average common stock subject to possible redemption Basic and diluted weighted average shares outstanding 16,723,356 Basic and diluted net loss per share, common stock subject to possible redemption $ (0.00 ) Non-Redeemable Numerator: Net loss minus amount allocable to redeemable common stock and change in fair value Net loss $ (107,031 ) Less: Net loss allocable to common stock subject to possible redemption 7,337 Non-redeemable net loss $ (99,694 ) Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 4,483,216 Basic and diluted net loss per share, non-redeemable common stock $ (0.02 )

Investment Held in Trust Acco_2

Investment Held in Trust Account (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Investments, Debt and Equity Securities [Abstract]
Schedule of fair value of held to maturity securities	Carrying Gross Gross Fair Value U.S. Money Market $ 203 $ — $ — $ 203 U.S. Treasury Securities 170,027,139 4,916 (148 ) 170,031,907 $ 170,027,342 $ 4,916 $ (148 ) $ 170,032,110 Carrying Gross Gross Fair Value as of March 31, 2021 U.S. Money Market $ 203 $ — $ — $ 203 U.S. Treasury Securities 170,027,139 37,656 — 170,064,795 $ 170,027,342 $ 37,656 $ — $ 170,064,998	Carrying Gross Gross Fair Value U.S. Money Market $ 203 $ — $ — $ 203 U.S. Treasury Securities 170,027,139 4,916 (148 ) 170,031,907 $ 170,027,342 $ 4,916 $ (148 ) $ 170,032,110

Income Tax (Tables)

Income Tax (Tables)	6 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Schedule of deferred tax assets	December 31, Deferred tax asset Organizational costs/Startup expenses $ 21,868 Federal net operating loss 4,658 Total deferred tax asset 26,526 Valuation allowance (26,526 ) Deferred tax asset, net of allowance $ —
Schedule of income tax provision	December 31, Federal Current $ — Deferred (26,526 ) State Current — Deferred — Change in valuation allowance 26,526 Income tax provision $ —
Schedule of reconciliation of federal income tax rate	Statutory federal income tax rate 21.0 % Change in fair value of derivative warrant liabilities 3.80 % State taxes, net of federal tax benefit 0.0 % Change in valuation allowance (24.8 )% Income tax provision — %

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	Jul. 08, 2021	Nov. 17, 2020	Nov. 17, 2020	Oct. 26, 2020	Oct. 26, 2020	Oct. 22, 2020	Oct. 22, 2020	Nov. 17, 2020	Aug. 31, 2020	Mar. 31, 2021	Dec. 31, 2020	Jun. 23, 2020
Description of Organization and Business Operations (Details) [Line Items]
Unit price (in Dollars per share)											$ 10
Generating additional gross proceeds		$ 20,000,000									$ 20,000,000
Stock Repurchased and Retired During Period, Shares (in Shares)									1,355,000
Fair market value, percentage										80.00%
Public per share, percentage										50.00%	10.00%
Trust account expenses of the liquidation										$ 100,000	$ 100,000
Net intangible assets										$ 5,000,001	$ 5,000,001
Percentage of redeem public shares										100.00%	100.00%
Merger agreement, description										On March 5, 2021, the Company (or “Good Works”) entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Currency Merger Sub, Inc., a Delaware corporation and a wholly-owned direct subsidiary of the Company (“Merger Sub”), and Cipher Mining Technologies Inc., a Delaware corporation (“Cipher”).The Merger Agreement provides for, among other things, the following transactions at the closing: (i) Merger Sub will merge with and into Cipher, with Cipher as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of Good Works (the “Merger”) and, in connection with the Merger, (ii) Good Works will change its name to Cipher Mining Inc. The Merger and the other transactions contemplated by the Merger Agreement are hereinafter referred to as the “Business Combination”.
Business combination, description										In accordance with the terms and subject to the conditions of the Merger Agreement, each share of Cipher common stock, par value $0.001 issued and outstanding shall be converted into the right to receive four hundred thousand (400,000) shares of Good Works common stock, par value $0.001 (“Good Works Common Stock”); provided that the exchange ratio shall be adjusted as needed to ensure the aggregate Merger consideration received by the sole stockholder of Cipher equals two hundred million (200,000,000) shares of Good Works Common Stock (at a value of ten dollars ($10.00) per share).
Price per share (in Dollars per share)										$ 10	$ 12
Gross proceeds from private placement financing										$ 375,000,000
Cash and cash equivalents										613,606	$ 1,276,364
Working capital										$ 502,052
Good Works common stock [Member] | Subscription Agreements [Member]
Description of Organization and Business Operations (Details) [Line Items]
Aggregate of shares (in Shares)											37,500,000
Aggregate gross proceeds (in Dollars)											$ 375,000,000
Subsequent Event [Member] | Good Works common stock [Member] | Subscription Agreements [Member]
Description of Organization and Business Operations (Details) [Line Items]
Unit price (in Dollars per share)	$ 10
Percentage of discount provided	25.00%
Aggregate of shares (in Shares)	5,000,000
Aggregate gross proceeds (in Dollars)	$ 50,000,000
IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units sale (in Shares)							15,000,000
Unit price (in Dollars per share)						$ 10	$ 10
Generating additional gross proceeds							$ 150,000,000
Additional number of shares purchased (in Shares)		500,000
Price per share (in Dollars per share)						$ 10	$ 10
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units sale (in Shares)						228,000	228,000
Unit price (in Dollars per share)						$ 10	$ 10
Generating additional gross proceeds							$ 2,228,000
Merger agreement, description										On March 5, 2021, the Company (or “Good Works”) entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Currency Merger Sub, Inc., a Delaware corporation and a wholly-owned direct subsidiary of the Company (“Merger Sub”), and Cipher Mining Technologies Inc., a Delaware corporation (“Cipher”).The Merger Agreement provides for, among other things, the following transactions at the closing: (i) Merger Sub will merge with and into Cipher, with Cipher as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of Good Works (the “Merger”) and, in connection with the Merger, (ii) Good Works will change its name to Cipher Mining Inc. The Merger and the other transactions contemplated by the Merger Agreement are hereinafter referred to as the “Business Combination”.
Aggregate of shares (in Shares)										37,500,000
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units sale (in Shares)										2,250,000	2,250,000
Unit price (in Dollars per share)										$ 10	$ 10
Generating additional gross proceeds		$ 5,000,000		$ 15,000,000
Additional number of shares purchased (in Shares)		500,000		1,500,000
Generating additional gross proceeds			$ 5,000,000		$ 15,000,000
Stock Repurchased and Retired During Period, Shares (in Shares)								62,500
I-B Good Works LLC [Member] | Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Stock Repurchased and Retired During Period, Shares (in Shares)			62,500

Description of Organization, _3

Description of Organization, Business Operations and Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($)	Nov. 17, 2020	Oct. 26, 2020	Oct. 22, 2020	Oct. 22, 2020	Mar. 31, 2021	Dec. 31, 2020
Description of Organization Business Operations and Basis of Presentation and Summary of Significant Accounting Policies Details [Line Items]
Unit price (in Dollars per share)						$ 10
Gross proceeds from over-allotment issuance	$ 20,000,000					$ 20,000,000
Percentage of assets held in the trust account						80.00%
Percentage of voting interests acquire						50.00%
Trust account expenses of the liquidation					$ 100,000	$ 100,000
Net intangible assets					$ 5,000,001	$ 5,000,001
Percentage of redeem public shares					100.00%	100.00%
Public per share (in Dollars per share)					50.00%	10.00%
Cash					$ 613,606	$ 1,276,364
Expected dividend yield, percentage						0.00%
Federal depository insurance coverage					250,000	$ 250,000
Offering costs					870,120	870,120
Underwriting discount					450,000	450,000
Other cash expenses					$ 420,120	$ 420,120
Common stock, issued and outstanding, excluding shares subject to possible redemption (in Shares)					4,478,000	4,843,139
IPO [Member]
Description of Organization Business Operations and Basis of Presentation and Summary of Significant Accounting Policies Details [Line Items]
Unit price (in Dollars per share)			$ 10	$ 10
Gross proceeds from over-allotment issuance				$ 150,000,000
Number of over-allotment units sold (in Shares)				15,000,000
Additional number of shares purchased (in Shares)	500,000
Private Placement [Member]
Description of Organization Business Operations and Basis of Presentation and Summary of Significant Accounting Policies Details [Line Items]
Unit price (in Dollars per share)			$ 10	$ 10
Gross proceeds from over-allotment issuance				$ 2,228,000
Expected dividend yield, percentage					0.00%	0.00%
Number of over-allotment units sold (in Shares)			228,000	228,000
Public warrants issued (in Shares)						114,000
Over-Allotment Option [Member]
Description of Organization Business Operations and Basis of Presentation and Summary of Significant Accounting Policies Details [Line Items]
Unit price (in Dollars per share)					$ 10	$ 10
Gross proceeds from over-allotment issuance	$ 5,000,000	$ 15,000,000
Number of over-allotment units sold (in Shares)					2,250,000	2,250,000
Additional number of shares purchased (in Shares)	500,000	1,500,000
Over-Allotment Option [Member] | I-B Good Works LLC [Member]
Description of Organization Business Operations and Basis of Presentation and Summary of Significant Accounting Policies Details [Line Items]
Common stock, issued and outstanding, excluding shares subject to possible redemption (in Shares)	62,500

Description of Organization, _4

Description of Organization, Business Operations and Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Assets That Are Measured At Fair Value	6 Months Ended
	Dec. 31, 2020USD ($)
Assets:
Assets held in trust account	$ 170,027,342
Liabilities:
Fair value measurement liabilities	123,070
U.S. Money Market held in Trust Account [Member]
Assets:
Assets held in trust account	203
U.S. Treasury Securities held in Trust Account [Member]
Assets:
Assets held in trust account	170,027,139
Fair Value Measured Level 1 [Member]
Assets:
Assets held in trust account	170,027,342
Fair Value Measured Level 1 [Member] | U.S. Money Market held in Trust Account [Member]
Assets:
Assets held in trust account	203
Fair Value Measured Level 1 [Member] | U.S. Treasury Securities held in Trust Account [Member]
Assets:
Assets held in trust account	170,027,139
Fair Value Measured Level 2 [Member]
Assets:
Assets held in trust account
Liabilities:
Fair value measurement liabilities
Fair Value Measured Level 2 [Member] | U.S. Money Market held in Trust Account [Member]
Assets:
Assets held in trust account
Fair Value Measured Level 2 [Member] | U.S. Treasury Securities held in Trust Account [Member]
Assets:
Assets held in trust account
Fair Value Measured Level 3 [Member]
Assets:
Assets held in trust account
Liabilities:
Fair value measurement liabilities	123,070
Fair Value Measured Level 3 [Member] | U.S. Money Market held in Trust Account [Member]
Assets:
Assets held in trust account
Fair Value Measured Level 3 [Member] | U.S. Treasury Securities held in Trust Account [Member]
Assets:
Assets held in trust account
Private stock warrant liabilities [Member]
Liabilities:
Fair value measurement liabilities	123,070
Private stock warrant liabilities [Member] | Fair Value Measured Level 2 [Member]
Liabilities:
Fair value measurement liabilities
Private stock warrant liabilities [Member] | Fair Value Measured Level 3 [Member]
Liabilities:
Fair value measurement liabilities	$ 123,070

Description of Organization, _5

Description of Organization, Business Operations and Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of estimated fair value of public warrants was determined by public trading price and private placement warrants was determined using a Black Scholes valuation model using Level 3 inputs - $ / shares	6 Months Ended
	Dec. 31, 2020	Mar. 31, 2021
Exercise price (in Dollars per share)	$ 11.50
Stock price (in Dollars per share)	$ 9.95	$ 12
Volatility	18.40%
Probability of completing a Business Combination	88.30%	60.00%
Term	5 years 5 months 1 day
Risk-free rate	0.42%
Dividend yield	0.00%
Issuance [Member]
Exercise price (in Dollars per share)	$ 11.50
Stock price (in Dollars per share)	$ 9.40
Volatility	23.00%
Probability of completing a Business Combination	88.30%
Term	5 years 7 months 9 days
Risk-free rate	0.42%
Dividend yield	0.00%

Description of Organization, _6

Description of Organization, Business Operations and Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of change in fair value of the derivative warrant liabilities - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Schedule Of Change In Fair Value Of The Derivative Warrant Liabilities [Abstract]
Warrant liabilities	$ 123,070
Issuance of private warrants		142,353
Change in fair value of warrant liabilities	$ 110,872	(19,284)
Warrant liabilities		$ 123,070

Description of Organization, _7

Description of Organization, Business Operations and Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted income (loss) per common share - USD ($)	3 Months Ended	6 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	$ 37,656	$ 27,342
Less: income from investments held in Trust Account used to pay for income taxes and franchise taxes	(34,657)	(34,679)
Net income loss attributable to Common stock subject to possible redemption	$ 2,999	$ (7,337)
Denominator: Weighted average common stock subject to possible redemption
Basic and diluted weighted average shares outstanding	16,638,694	16,723,356
Basic and diluted net loss per share, common stock subject to possible redemption (in Dollars per share)	$ 0	$ 0
Numerator: Net loss minus amount allocable to redeemable common stock and change in fair value
Net loss	$ (1,015,510)	$ (107,031)
Less: Net loss allocable to common stock subject to possible redemption	(2,999)	7,337
Non-redeemable net loss	$ (1,018,509)	$ (99,694)
Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding, Non-redeemable common stock	4,839,036	4,483,216
Basic and diluted net loss per share, non-redeemable common stock	$ (0.21)	$ (0.02)

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Federal depository insurance coverage	$ 250,000	$ 250,000
Private warrants issued (in Shares)	114,000
Common stock subject to possible redemption (in Shares)	17,000,000	16,634,861
Offering costs	$ 870,120	$ 870,120
Underwriting discount	450,000	450,000
Other cash expenses	420,120	$ 420,120
Reclassification of permanent to temporary equity	$ 4,700,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses are estimated to approximate the carrying values - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Assets:
U.S. Money Market held in Trust Account	$ 203	$ 203
U.S. Treasury Securities held in Trust Account	170,064,795	170,027,139
Total assets	170,064,998	170,027,342
Liabilities:
Private stock warrant liabilities	233,942	123,070
Total liabilities	233,942	123,070
Level 1 [Member]
Assets:
U.S. Money Market held in Trust Account	203	203
U.S. Treasury Securities held in Trust Account	170,064,795	170,027,139
Total assets	170,064,998	170,027,342
Level 2 [Member]
Assets:
U.S. Money Market held in Trust Account
U.S. Treasury Securities held in Trust Account
Total assets
Liabilities:
Private stock warrant liabilities
Total liabilities
Level 3 [Member]
Assets:
U.S. Money Market held in Trust Account
U.S. Treasury Securities held in Trust Account
Total assets
Liabilities:
Private stock warrant liabilities	233,942	123,070
Total liabilities	$ 233,942	$ 123,070

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of estimated fair value of public warrants was determined by public trading price and private placement warrants was determined using a Black Scholes valuation model using Level 3 inputs - $ / shares	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Oct. 22, 2020
Summary of Significant Accounting Policies (Details) - Schedule of estimated fair value of public warrants was determined using public trading price and private placement warrants was determined using a Black Scholes valuation model using Level 3 inputs
Exercise price (in Dollars per share)			$ 10
Stock price (in Dollars per share)	$ 12	$ 9.95
Volatility		18.40%
Probability of completing a Business Combination	60.00%	88.30%
Risk-free rate		0.42%
Dividend yield		0.00%
Private Placement Warrants [Member]
Summary of Significant Accounting Policies (Details) - Schedule of estimated fair value of public warrants was determined using public trading price and private placement warrants was determined using a Black Scholes valuation model using Level 3 inputs
Exercise price (in Dollars per share)	$ 11.50	$ 11.50	$ 11.50
Stock price (in Dollars per share)	$ 10.83	$ 9.95
Volatility	24.40%	18.40%
Probability of completing a Business Combination	88.30%	88.30%
Term	5 years 2 months 1 day	5 years 5 months 1 day
Risk-free rate	0.96%	0.42%
Dividend yield	0.00%	0.00%

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of changes in the fair value of the private placement Warrants, a Level 3 liability, measured on a recurring basis - Private Placement Warrants [Member]	3 Months Ended
	Mar. 31, 2021USD ($)
Summary of Significant Accounting Policies (Details) - Schedule of changes in the fair value of the private placement Warrants, a Level 3 liability, measured on a recurring basis [Line Items]
Warrant liabilities at December 31, 2020	$ 123,070
Change in fair value of warrant liabilities	110,872
Warrant liabilities at March 31, 2021	$ 233,942

Summary of Significant Accoun_7

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per common share - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Numerator Earnings Allocable To Common Stock Subject To Possible Redemption [Abstract]
Income from investments held in Trust Account	$ 37,656	$ 27,342
Less: income from investments held in Trust Account used to pay for income taxes and franchise taxes	(34,657)	(34,679)
Net income loss attributable to Common stock subject to possible redemption	$ 2,999	$ (7,337)
Denominator Weighted Average Common Stock Subject To Possible Redemption [Abstract]
Basic and diluted weighted average shares outstanding	16,638,694	16,723,356
Basic and diluted net loss per share, common stock subject to possible redemption (in Dollars per share)	$ 0	$ 0
Numerator Net loss Minus Amount Allocable To Redeemable Common Stock And Change In Fair Value [Abstract]
Net loss	$ (1,015,510)	$ (107,031)
Less: Net loss allocable to common stock subject to possible redemption	(2,999)	7,337
Non-redeemable net loss	$ (1,018,509)	$ (99,694)
Denominator Weighted Average Non Redeemable Common Stock [Abstract]
Basic and diluted weighted average shares outstanding, Non-redeemable common stock	4,839,036	4,483,216
Basic and diluted net loss per share, common stock subject to possible redemption	$ (0.21)	$ (0.02)

Restatement of Financial Stat_3

Restatement of Financial Statements (Details) - Schedule of Balance Sheet - USD ($)	Mar. 31, 2021	Dec. 31, 2020	Jun. 23, 2020
Balance Sheet
Total assets	$ 170,977,831	$ 171,601,077
Liabilities and Equity [Abstract]
Liabilities, Current	410,781	129,388
Total liabilities	644,723	252,458
Stockholders' Equity:
Preferred stock, $0.001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock - $0.001 par value	4,478	4,843
Additional paid-in capital	1,451,170	5,102,198
Accumulated deficit	(1,122,540)	(107,031)
Total stockholders' equity	333,108	5,000,010
Total liabilities and stockholders' equity	170,977,831	171,601,077
As Previously Reported
Balance Sheet
Total assets	170,977,831	171,601,077
Liabilities and Equity [Abstract]
Liabilities, Current	410,781	129,388
Warrant liabilities	16,694,840	9,167,678
Total liabilities	17,105,621	9,297,066
Common stock, $0.001 par value; shares subject to possible redemption	148,872,200	157,304,001
Stockholders' Equity:
Preferred stock, $0.001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock - $0.001 par value	6,591	5,748
Additional paid-in capital	12,313,299	3,882,343
Accumulated deficit	(7,319,880)	1,111,919
Total stockholders' equity	5,000,010	5,000,010
Total liabilities and stockholders' equity	170,977,831	171,601,077
Restatement Adjustment
Liabilities and Equity [Abstract]
Warrant liabilities	(16,460,898)	(9,044,608)
Total liabilities	(16,460,898)	(9,044,608)
Common stock, $0.001 par value; shares subject to possible redemption	21,127,800	9,044,608
Stockholders' Equity:
Common stock - $0.001 par value	(2,113)	(905)
Additional paid-in capital	(10,862,129)	1,219,855
Accumulated deficit	6,197,340	(1,218,950)
Total stockholders' equity	(4,666,902)
As Restated [Member]
Balance Sheet
Total assets	170,977,831	171,601,077
Liabilities and Equity [Abstract]
Liabilities, Current	410,781	129,388
Warrant liabilities	233,942	123,070
Total liabilities	644,723	252,458
Common stock, $0.001 par value; shares subject to possible redemption	170,000,000	166,348,609
Stockholders' Equity:
Common stock - $0.001 par value	4,478	4,843
Additional paid-in capital	1,451,170	5,102,198
Accumulated deficit	(1,122,540)	(107,031)
Total stockholders' equity	(333,108)	5,000,010
Total liabilities and stockholders' equity	$ 170,977,831	$ 171,601,077

Restatement of Financial Stat_4

Restatement of Financial Statements (Details) - Schedule of balance sheet (Parentheticals) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Condensed Balance Sheet Statements, Captions [Line Items]
Preferred stock par value	$ 0.001	$ 0.001
Common stock par value	0.001	0.001
As Restated [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock par value	0.0001	0.001
Preferred stock par value	0.001	0.001
Common stock par value	$ 0.001	$ 0.001

Restatement of Financial Stat_5

Restatement of Financial Statements (Details) - Schedule of statement of operations - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Statement of Operations and Comprehensive Loss
Loss from operations	$ (942,294)	$ (153,657)
Other (expense) income:
Change in fair value of warrant liabilities	(110,872)	19,284
Interest income	37,656	27,342
Net income (loss)	(1,015,510)	(107,031)
As Previously Reported
Statement of Operations and Comprehensive Loss
Loss from operations	(942,294)	(153,657)
Other (expense) income:
Change in fair value of warrant liabilities	(7,527,162)	1,238,234
Interest income	37,656	27,342
Total other (expense) income	(7,489,506)	1,265,576
Net income (loss)	$ (8,431,800)	$ 1,111,919
Basic and diluted weighted-average redeemable common shares outstanding (in Shares)	15,720,926	16,710,435
Basic and Diluted net income (loss) per redeemable common shares	$ 0	$ 0
Basic and diluted weighted-average non-redeemable common shares outstanding (in Shares)	5,757,074	4,496,137
Basic and Diluted net income per non-redeemable common shares	$ (1.47)	$ 0.25
Restatement Adjustment
Other (expense) income:
Change in fair value of warrant liabilities	$ 7,416,290	$ (1,218,950)
Total other (expense) income	7,416,290	(1,218,950)
Net income (loss)	$ 7,416,290	$ (1,218,950)
Basic and diluted weighted-average redeemable common shares outstanding (in Shares)	918,038	12,921
Basic and diluted weighted-average non-redeemable common shares outstanding (in Shares)	(918,038)	(12,921)
Basic and Diluted net income per non-redeemable common shares	$ 1.26	$ (0.27)
As Restated [Member]
Statement of Operations and Comprehensive Loss
Loss from operations	$ (942,294)	$ (153,657)
Other (expense) income:
Change in fair value of warrant liabilities	(110,872)	19,284
Interest income	37,656	27,342
Total other (expense) income	(73,216)	46,626
Net income (loss)	$ (1,015,510)	$ (107,031)
Basic and diluted weighted-average redeemable common shares outstanding (in Shares)	16,638,694	16,723,356
Basic and Diluted net income (loss) per redeemable common shares	$ 0	$ 0
Basic and diluted weighted-average non-redeemable common shares outstanding (in Shares)	4,839,036	4,483,216
Basic and Diluted net income per non-redeemable common shares	$ (0.21)	$ (0.02)

Restatement of Financial Stat_6

Restatement of Financial Statements (Details) - Schedule of statement of cash flows (Detail) - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Statement of Cash Flows
Net income (loss)	$ (1,015,510)	$ (107,031)
Net cash used in operating activities	(662,758)	(321,640)
Net cash used in investing activities		(170,000,000)
Net cash provided by financing activities		171,598,004
As Previously Reported
Statement of Cash Flows
Net income (loss)	(8,431,800)	1,111,919
Adjustment to reconcile net loss to net cash used in operating activities	7,769,042	(1,433,559)
Net cash used in operating activities	(662,758)	(321,640)
Net cash used in investing activities		(170,000,000)
Net cash provided by financing activities		171,598,004
Net change in cash	(662,758)	1,276,364
Supplemental disclosure of non-cash financing activities:
Initial value of common stock subject to possible redemption	(8,431,800)	156,065,767
Restatement Adjustment
Statement of Cash Flows
Net income (loss)	7,416,290	(1,218,950)
Adjustment to reconcile net loss to net cash used in operating activities	(7,416,290)	1,218,950
Supplemental disclosure of non-cash financing activities:
Initial value of common stock subject to possible redemption	12,083,191	11,501,792
As Restated [Member]
Statement of Cash Flows
Net income (loss)	(1,015,510)	(107,031)
Adjustment to reconcile net loss to net cash used in operating activities	352,752	(214,608)
Net cash used in operating activities	(662,758)	(321,640)
Net cash used in investing activities		(170,000,000)
Net cash provided by financing activities		171,598,004
Net change in cash	(662,758)	1,276,364
Supplemental disclosure of non-cash financing activities:
Initial value of common stock subject to possible redemption	$ 3,651,391	$ 167,567,559

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Nov. 17, 2020	Oct. 26, 2020	Oct. 22, 2020	Mar. 31, 2021	Dec. 31, 2020
Initial Public Offering (Details) [Line Items]
Warrant exercise price per share (in Dollars per share)				$ 10	$ 12
Gross proceeds from issuance (in Dollars)	$ 20,000,000				$ 20,000,000
Sale of stock price per unit (in Dollars per share)					$ 10
IPO [Member]
Initial Public Offering (Details) [Line Items]
Number of over-allotment units available			15,000,000
Warrant exercise price per share (in Dollars per share)			$ 10
Additional number of shares purchased	500,000
Gross proceeds from issuance (in Dollars)			$ 150,000,000
Sale of stock price per unit (in Dollars per share)			$ 10
Warrant [Member]
Initial Public Offering (Details) [Line Items]
Warrant exercise price per share (in Dollars per share)				$ 11.50	$ 11.50
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Number of over-allotment units available				2,250,000	2,250,000
Additional number of shares purchased	500,000	1,500,000
Gross proceeds from issuance (in Dollars)	$ 5,000,000	$ 15,000,000
Sale total (in Dollars)				$ 170,000,000	$ 170,000,000
Sale of stock price per unit (in Dollars per share)				$ 10	$ 10

Private Placement (Details)

Private Placement (Details) - USD ($)	Oct. 22, 2020	Oct. 22, 2020	Dec. 31, 2020	Mar. 31, 2021
Private Placement (Details) [Line Items]
Private Unit price per unit	$ 10	$ 10
Aggregate purchase price (in Dollars)			$ 2,280,000
Price per unit			$ 10
Private Placement [Member]
Private Placement (Details) [Line Items]
Number of units sale (in Shares)	228,000	228,000
Private Unit price per unit	$ 11.50	$ 11.50	$ 11.50	$ 11.50
Aggregate purchase price (in Dollars)	$ 2,280,000
Private purchased units	228,000
Price per unit	$ 10	$ 10
Warrant, description	Each Private Unit consists of one share of common stock (“Private Share”) and one-half of one warrant (“Private Warrant”).

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	1 Months Ended					3 Months Ended	6 Months Ended
	Feb. 28, 2021	Nov. 17, 2020	Oct. 31, 2020	Aug. 31, 2020	Jul. 31, 2020	Mar. 31, 2021	Dec. 31, 2020	Oct. 22, 2020	Jun. 30, 2020
Related Party Transactions (Details) [Line Items]
Value of founder shares issued (in Dollars)							$ 25,000
Number of shares purchased				1,355,000
Share price (in Dollars per share)						$ 12	$ 9.95
Number of shares issued			562,500			750,000	750,000
Founder Shares, description						The Founder Shares include an aggregate of up to 562,500 shares subject to forfeiture by Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Founders and Anchor Investors will collectively own 20% of the Company’s issued and outstanding shares after the Public Offering (assuming the Founders or Anchor Investors do not purchase any Public Shares in the Public Offering).	The Founder Shares include an aggregate of up to 562,500 shares subject to forfeiture by Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Founders and Anchor Investors will collectively own 20% of the Company’s issued and outstanding shares after the Public Offering (assuming the Founders or Anchor Investors do not purchase any Public Shares in the Public Offering).
Issued and outstanding shares, percentage					20.00%
Initial Stockholders Lock-up, description						(1) one year after the completion of the Business Combination and (2) the date on which the Company consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after the Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up.	(1) one year after the completion of the Business Combination and (2) the date on which the Company consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after the Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up.
Working capital loans (in Dollars)						$ 1,500,000	$ 1,500,000
Price per unit (in Dollars per unit)						$ 10	$ 12
Rental expense (in Dollars)						$ 10,000	$ 10,000
Principal amount (in Dollars)									$ 432,500
Promissory note (in Dollars)								$ 135,000
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Initial stockholders purchased shares					4,312,500
Value of founder shares issued (in Dollars)					$ 25,000
Number of shares issued	750,000
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Initial stockholders purchased shares						2,250,000	2,250,000
Number of shares purchased		62,500
Anchor Investors [Member]
Related Party Transactions (Details) [Line Items]
Number of shares purchased				1,355,000
Value of shares (in Dollars)				$ 7,855
Share price (in Dollars per share)				$ 0.006
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Number of shares issued			562,500
GW Sponsor 2 [Member]
Related Party Transactions (Details) [Line Items]
Value of founder shares issued (in Dollars)			$ 163,125
Number of shares issued			562,500

Investment Held in Trust Acco_3

Investment Held in Trust Account (Details) - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
U.S. Money Market [Member]
Investment Held in Trust Account (Details) [Line Items]
Investment in trust account	$ 203	$ 203
U.S. Treasury Securities [Member]
Investment Held in Trust Account (Details) [Line Items]
Investment in trust account	$ 170,064,795	$ 170,027,139
Maturity date	Apr. 22, 2021	Apr. 22, 2021

Investment Held in Trust Acco_4

Investment Held in Trust Account (Details) - Schedule of fair value of held to maturity securities - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Marketable Securities [Line Items]
Carrying Value/Amortized Cost		$ 170,027,342
Gross Unrealized Gains		4,916
Gross Unrealized losses		(148)
Fair Value	$ 170,064,998	170,032,110
U.S. Money Market [Member]
Marketable Securities [Line Items]
Carrying Value/Amortized Cost		203
Gross Unrealized Gains
Gross Unrealized losses
Fair Value	203	203
U.S. Treasury Securities [Member]
Marketable Securities [Line Items]
Carrying Value/Amortized Cost		170,027,139
Gross Unrealized Gains		4,916
Gross Unrealized losses		(148)
Fair Value	170,064,795	170,031,907
Level 1 [Member]
Marketable Securities [Line Items]
Carrying Value/Amortized Cost	170,027,342	170,027,342
Level 1 [Member] | U.S. Money Market [Member]
Marketable Securities [Line Items]
Carrying Value/Amortized Cost	203	203
Level 1 [Member] | U.S. Treasury Securities [Member]
Marketable Securities [Line Items]
Carrying Value/Amortized Cost	170,027,139	170,027,139
Level 2 [Member]
Marketable Securities [Line Items]
Gross Unrealized Gains	37,656	4,916
Level 2 [Member] | U.S. Money Market [Member]
Marketable Securities [Line Items]
Gross Unrealized Gains
Level 2 [Member] | U.S. Treasury Securities [Member]
Marketable Securities [Line Items]
Gross Unrealized Gains	37,656	4,916
Level 3 [Member]
Marketable Securities [Line Items]
Gross Unrealized losses		(148)
Level 3 [Member] | U.S. Money Market [Member]
Marketable Securities [Line Items]
Gross Unrealized losses
Level 3 [Member] | U.S. Treasury Securities [Member]
Marketable Securities [Line Items]
Gross Unrealized losses		$ (148)

Commitments (Details)

Commitments (Details) - USD ($)	Nov. 17, 2020	Oct. 26, 2020	Oct. 22, 2020	Mar. 31, 2021	Dec. 31, 2020
Commitments (Details) [Line Items]
Unit price per unit					$ 10
Gross proceeds from issuance	$ 20,000,000				$ 20,000,000
Underwriting discount				$ 450,000
Business combination description				The Company will pay I-Bankers Securities, Inc. a cash fee for such services upon the consummation of a Business Combination in an amount equal to 4.5% of the gross proceeds of Public Offering (exclusive of any applicable finders’ fees which might become payable).
Business combination charges incurred percentage				60.00%	88.30%
Additional amount equal percentage				120.00%
Deferred legal fee amount				$ 251,189
Offering price per share (in Dollars per share)					$ 10
Gross proceeds from overallotment (in Dollars)					$ 20,000,000
Underwriting discount (in Dollars)				$ 450,000	$ 450,000
Underwriting Agreement [Member]
Commitments (Details) [Line Items]
Total Overallotment, (in units)				2,250,000
Total overallotment, in Units					2,250,000
Over-Allotment Option [Member]
Commitments (Details) [Line Items]
Additional number of shares purchased	500,000	1,500,000
Unit price per unit				$ 10	$ 10
Gross proceeds from issuance	$ 5,000,000	$ 15,000,000
Total overallotment, in Units				2,250,000	2,250,000
IPO [Member]
Commitments (Details) [Line Items]
Additional number of shares purchased	500,000
Unit price per unit			$ 10
Gross proceeds from issuance			$ 150,000,000
Total overallotment, in Units			15,000,000
Business Combination Marketing Agreement [Member] | IPO [Member]
Commitments (Details) [Line Items]
Percentage of gross proceeds of IPO	4.50%				4.50%

Stockholders' Equity (Details)

Stockholders' Equity (Details) - $ / shares	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares issued	4,478,000	4,843,139
Common stock, shares outstanding	4,478,000	4,843,139
Common shares subject to possible redemption	17,000,000	16,634,861
Warrant for redemption, description	Notwithstanding the foregoing, if the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up.
Price per share (in Dollars per share)	$ 12	$ 9.95
Sale price of common stock (in Dollars per share)	$ 10	$ 12

Warrants (Details)

Warrants (Details)	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Warrant Liability [Abstract]
Description of warrant		The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Public Offering.
Public warrants expire	5 years from closing of business combination	5 years from closing of business combination
Public warrants, description	<tr><td></td></tr></table><div style="text-indent: 4%; font-family: times new roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: "times new roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Once the warrants become exercisable, the Company may redeem the Public Warrants: </div></div> <div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;width:100%;"><tr style="page-break-inside: avoid;"><td style="width:4%;"> </td><td style="text-align:left;;vertical-align:top;;width:4%;">•</td><td style="vertical-align:top;;width:1%;"> </td><td style="text-align:left;;vertical-align:top;"><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;text-align:left;"><div style="font-family: "times new roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">in whole <div style="display:inline;">and </div>not in part; </div></div></td></tr></table> <div style="clear: both; max-height: 0px;"></div> <div style="clear: both; max-height: 0px;"></div> <div style="clear: both; max-height: 0px;"></div> <div style="clear: both; max-height: 0px;"></div> <div style="clear: both; max-height: 0px; background: none;"></div> <div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;width:100%;"><tr style="page-break-inside: avoid;"><td style="width:4%;"> </td><td style="text-align:left;;vertical-align:top;;width:4%;">•</td><td style="vertical-align:top;;width:1%;"> </td><td style="text-align:left;;vertical-align:top;"><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;text-align:left;"><div style="font-family: "times new roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">at a price of $<div style="letter-spacing: 0px; top: 0px;;display:inline;">0.01</div> per warrant; </div></div></td></tr></table> <div style="clear: both; max-height: 0px;"></div> <div style="clear: both; max-height: 0px;"></div> <div style="clear: both; max-height: 0px;"></div> <div style="clear: both; max-height: 0px;"></div> <div style="clear: both; max-height: 0px; background: none;"></div> <div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;width:100%;"><tr style="page-break-inside: avoid;"><td style="width:4%;"> </td><td style="text-align:left;;vertical-align:top;;width:4%;">•</td><td style="vertical-align:top;;width:1%;"> </td><td style="text-align:left;;vertical-align:top;"><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;text-align:left;"><div style="font-family: "times new roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">upon not less than 30 days’ prior written notice of redemption; </div></div></td></tr></table> <div style="clear: both; max-height: 0px;"></div> <div style="clear: both; max-height: 0px;"></div> <div style="clear: both; max-height: 0px;"></div> <div style="clear: both; max-height: 0px;"></div> <div style="clear: both; max-height: 0px; background: none;"></div> <div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;width:100%;"><tr style="page-break-inside: avoid;"><td style="width:4%;"> </td><td style="text-align:left;;vertical-align:top;;width:4%;">•</td><td style="vertical-align:top;;width:1%;"> </td><td style="text-align:left;;vertical-align:top;"><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;text-align:left;"><div style="font-family: "times new roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and </div></div></td></tr></table> <div style="clear: both; max-height: 0px;"></div> <div style="clear: both; max-height: 0px;"></div> <div style="clear: both; max-height: 0px;"></div> <div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;width:100%;"><tr style="page-break-inside: avoid;"><td style="width:4%;"> </td><td style="text-align:left;;vertical-align:top;;width:4%;">•</td><td style="vertical-align:top;;width:1%;"> </td><td style="text-align:left;;vertical-align:top;"><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;text-align:left;"><div style="font-family: "times new roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants. </div></div></td></tr></table> <div style="clear: both; max-height: 0px;"></div> <div style="clear: both; max-height: 0px;"></div> <div style="clear: both; max-height: 0px;"></div> <div style="clear: both; max-height: 0px;"></div> <div style="clear: both; max-height: 0px; background: none;"></div> <div style="text-indent: 4%; font-family: times new roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: "times new roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">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. </div></div>" id="sjs-B6">The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Public Offering. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section&#160;3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.&lt;table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0">&lt;tr>&lt;td>&lt;/td>&lt;/tr>&lt;/table>&lt;div style="text-indent: 4%; font-family: times new roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">&lt;div style="font-family: &quot;times new roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Once the warrants become exercisable, the Company may redeem the Public Warrants: &lt;/div>&lt;/div> &lt;div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;">&lt;div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;">&#160;&lt;/div>&lt;/div> &lt;table border="0" cellpadding="0" cellspacing="0" style="font-family: &quot;times new roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;width:100%;">&lt;tr style="page-break-inside: avoid;">&lt;td style="width:4%;">&#160;&lt;/td>&lt;td style="text-align:left;;vertical-align:top;;width:4%;">&#8226;&lt;/td>&lt;td style="vertical-align:top;;width:1%;">&#160;&lt;/td>&lt;td style="text-align:left;;vertical-align:top;">&lt;div style="font-family: &quot;times new roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;text-align:left;">&lt;div style="font-family: &quot;times new roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">in whole &lt;div style="display:inline;">and &lt;/div>not in part; &lt;/div>&lt;/div>&lt;/td>&lt;/tr>&lt;/table> &lt;div style="clear: both; max-height: 0px;">&lt;/div> &lt;div style="clear: both; max-height: 0px;">&lt;/div> &lt;div style="clear: both; max-height: 0px;">&lt;/div> &lt;div style="clear: both; max-height: 0px;">&lt;/div> &lt;div style="clear: both; max-height: 0px; background: none;">&lt;/div> &lt;div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;">&lt;div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;">&#160;&lt;/div>&lt;/div> &lt;table border="0" cellpadding="0" cellspacing="0" style="font-family: &quot;times new roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;width:100%;">&lt;tr style="page-break-inside: avoid;">&lt;td style="width:4%;">&#160;&lt;/td>&lt;td style="text-align:left;;vertical-align:top;;width:4%;">&#8226;&lt;/td>&lt;td style="vertical-align:top;;width:1%;">&#160;&lt;/td>&lt;td style="text-align:left;;vertical-align:top;">&lt;div style="font-family: &quot;times new roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;text-align:left;">&lt;div style="font-family: &quot;times new roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">at a price of $&lt;div style="letter-spacing: 0px; top: 0px;;display:inline;">0.01&lt;/div> per warrant; &lt;/div>&lt;/div>&lt;/td>&lt;/tr>&lt;/table> &lt;div style="clear: both; max-height: 0px;">&lt;/div> &lt;div style="clear: both; max-height: 0px;">&lt;/div> &lt;div style="clear: both; max-height: 0px;">&lt;/div> &lt;div style="clear: both; max-height: 0px;">&lt;/div> &lt;div style="clear: both; max-height: 0px; background: none;">&lt;/div> &lt;div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;">&lt;div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;">&#160;&lt;/div>&lt;/div> &lt;table border="0" cellpadding="0" cellspacing="0" style="font-family: &quot;times new roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;width:100%;">&lt;tr style="page-break-inside: avoid;">&lt;td style="width:4%;">&#160;&lt;/td>&lt;td style="text-align:left;;vertical-align:top;;width:4%;">&#8226;&lt;/td>&lt;td style="vertical-align:top;;width:1%;">&#160;&lt;/td>&lt;td style="text-align:left;;vertical-align:top;">&lt;div style="font-family: &quot;times new roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;text-align:left;">&lt;div style="font-family: &quot;times new roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">upon not less than 30 days&#8217; prior written notice of redemption; &lt;/div>&lt;/div>&lt;/td>&lt;/tr>&lt;/table> &lt;div style="clear: both; max-height: 0px;">&lt;/div> &lt;div style="clear: both; max-height: 0px;">&lt;/div> &lt;div style="clear: both; max-height: 0px;">&lt;/div> &lt;div style="clear: both; max-height: 0px;">&lt;/div> &lt;div style="clear: both; max-height: 0px; background: none;">&lt;/div> &lt;div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;">&lt;div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;">&#160;&lt;/div>&lt;/div> &lt;table border="0" cellpadding="0" cellspacing="0" style="font-family: &quot;times new roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;width:100%;">&lt;tr style="page-break-inside: avoid;">&lt;td style="width:4%;">&#160;&lt;/td>&lt;td style="text-align:left;;vertical-align:top;;width:4%;">&#8226;&lt;/td>&lt;td style="vertical-align:top;;width:1%;">&#160;&lt;/td>&lt;td style="text-align:left;;vertical-align:top;">&lt;div style="font-family: &quot;times new roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;text-align:left;">&lt;div style="font-family: &quot;times new roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and &lt;/div>&lt;/div>&lt;/td>&lt;/tr>&lt;/table> &lt;div style="clear: both; max-height: 0px;">&lt;/div> &lt;div style="clear: both; max-height: 0px;">&lt;/div> &lt;div style="clear: both; max-height: 0px;">&lt;/div> &lt;div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;">&lt;div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;">&#160;&lt;/div>&lt;/div> &lt;table border="0" cellpadding="0" cellspacing="0" style="font-family: &quot;times new roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;width:100%;">&lt;tr style="page-break-inside: avoid;">&lt;td style="width:4%;">&#160;&lt;/td>&lt;td style="text-align:left;;vertical-align:top;;width:4%;">&#8226;&lt;/td>&lt;td style="vertical-align:top;;width:1%;">&#160;&lt;/td>&lt;td style="text-align:left;;vertical-align:top;">&lt;div style="font-family: &quot;times new roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;text-align:left;">&lt;div style="font-family: &quot;times new roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants. &lt;/div>&lt;/div>&lt;/td>&lt;/tr>&lt;/table> &lt;div style="clear: both; max-height: 0px;">&lt;/div> &lt;div style="clear: both; max-height: 0px;">&lt;/div> &lt;div style="clear: both; max-height: 0px;">&lt;/div> &lt;div style="clear: both; max-height: 0px;">&lt;/div> &lt;div style="clear: both; max-height: 0px; background: none;">&lt;/div> &lt;div style="text-indent: 4%; font-family: times new roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">&lt;div style="font-family: &quot;times new roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">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 &#8220;cashless basis,&#8221; as described in the warrant agreement. &lt;/div>&lt;/div>	The Public Warrants will become exercisable on the later of (a) 30&#160;days after the completion of a Business Combination or (b) 12&#160;months from the closing of the Public Offering. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section&#160;3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the Public Warrants: &#160;&#8226;&#160;in whole and not in part; &#160; &#160;&#8226;&#160;at a price of $0.01 per warrant; &#160; &#160;&#8226;&#160;upon not less than 30&#160;days&#8217; prior written notice of redemption; &#160; &#160;&#8226;&#160;if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20&#160;trading&#160;days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and &#160; &#160;&#8226;&#160;if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants. 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 &#8220;cashless basis,&#8221; as described in the warrant agreement.

Income Tax (Details)

Income Tax (Details)	Dec. 31, 2020USD ($)
Income Tax Disclosure [Abstract]
U.S. federal net operating loss	$ 22,181
Change in valuation allowance	$ 26,526

Income Tax (Details) - Schedule

Income Tax (Details) - Schedule of deferred tax assets	Dec. 31, 2020USD ($)
Deferred tax asset
Organizational costs/Startup expenses	$ 21,868
Federal net operating loss	4,658
Total deferred tax asset	26,526
Valuation allowance	(26,526)
Deferred tax asset, net of allowance

Income Tax (Details) - Schedu_2

Income Tax (Details) - Schedule of income tax provision	6 Months Ended
	Dec. 31, 2020USD ($)
Federal
Current
Deferred	(26,526)
State
Current
Deferred
Change in valuation allowance	26,526
Income tax provision

Income Tax (Details) - Schedu_3

Income Tax (Details) - Schedule of reconciliation of federal income tax rate	6 Months Ended
	Dec. 31, 2020
Schedule of reconciliation of federal income tax rate [Abstract]
Statutory federal income tax rate	21.00%
Change in fair value of derivative warrant liabilities	3.80%
State taxes, net of federal tax benefit	0.00%
Change in valuation allowance	(24.80%)

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	Jul. 08, 2021	Mar. 05, 2021	Oct. 31, 2020	Mar. 31, 2021	Dec. 31, 2020
Subsequent Events (Details) [Line Items]
Common stock, par value				$ 0.001	$ 0.001
Shares of common stock issued (in Shares)			562,500	750,000	750,000
Value of per share					$ 10
Proceeds in trust account and additional PIPE funding					$ 25,000
Subscription agreements description					Concurrent with execution of the Merger Agreement, Good Works entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”). Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and Good Works agreed to issue and sell to such investors, immediately following the Closing (as defined in the Merger Agreement), an aggregate of 37,500,000 shares of Good Works Common Stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $375,000,000 (the “PIPE Financing”). Concurrent with the execution of the Merger Agreement and the execution of the Subscription Agreements with the PIPE Investors, Bitfury, the parent company of Cipher, agreed to subscribe for and purchase, and Good Works agreed to issue and sell to Bitfury, concurrent with the Closing (as defined in the Merger Agreement), an aggregate of 5,000,000 shares of Good Works Common Stock in exchange for a benefit-in-kind commitment as payment for such shares (the “Bitfury Private Placement”) pursuant to a subscription agreement with Good Works (the “Bitfury Subscription Agreement”). Bitfury agreed to cause BHBV to discount the Service Fees (as that term is defined in the Master Service and Supply Agreement, MSSA”) charged by BHBV under the MSSA as follows: that the first $200,000,000 of Service Fees payable by Cipher to BHBV under the MSSA described above shall be subject to a discount of 25%, to be applied at the point of invoicing and shown as a separate line item on each relevant invoice. For the avoidance of doubt, when the aggregate value of such discount reaches $50,000,000, such discount shall automatically cease to apply. Such discount shall constitute BHBV’s benefit-in-kind commitment as payment on behalf of its parent entity, for the issuance of the 5,000,000 shares of Good Works Common Stock pursuant to the Bitfury Private Placement.
Subsequent Event [Member] | Merger Agreement [Member]
Subsequent Events (Details) [Line Items]
Common stock, par value		$ 0.001
Good Works common stock [Member] | Subscription Agreements [Member]
Subsequent Events (Details) [Line Items]
Aggregate of shares (in Shares)					37,500,000
Purchase price of per share					$ 10
Aggregate gross proceeds (in Dollars)					$ 375,000,000
Good Works common stock [Member] | Subsequent Event [Member] | Merger Agreement [Member]
Subsequent Events (Details) [Line Items]
Common stock, par value		$ 0.001
Converted into the right to receive shares (in Shares)		(400,000)
Shares of common stock issued (in Shares)		(200,000,000)
Value of per share		$ (10)
Proceeds in trust account and additional PIPE funding		$ 400,000,000
Good Works common stock [Member] | Subsequent Event [Member] | Subscription Agreements [Member]
Subsequent Events (Details) [Line Items]
Value of per share	$ 10
Aggregate of shares (in Shares)	5,000,000
Aggregate gross proceeds (in Dollars)	$ 50,000,000
Percentage of discount provided	25.00%