Super Group 10-K/A 22 Jun 21 2020 FY Annual report (amended) Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2020	Jun. 21, 2021	Jun. 30, 2020
Entity Listings [Line Items]
Entity Registrant Name	Sports Entertainment Acquisition Corp.
Entity Central Index Key	0001820852
Current Fiscal Year End Date	--12-31
Document Type	10-K/A
Amendment Flag	true
Amendment Description	Sports Entertainment Acquisition Corp. (the “Company,” “we”, “our” or “us”) is filing this Annual Report on Form 10-K/A (Amendment No. 2), or this Amendment, to amend and restate certain items in its Annual Report for the fiscal year ended December 31, 2020 on Form 10-K originally filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2021 and the first amendment thereto filed on Form 10-K/A, originally filed with the SEC on March 31, 2021 (together, the “Original Filing”) to restate our financial statements as of and for the period ended December 31, 2020 (the “Affected Period”) included in the Original Filing (the “Original Financial Statements”). The restatement primarily relates to consideration of the factors in determining whether to classify contracts that may be settled in an entity’s own stock as equity of the entity or as an asset or liability in accordance with Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity. In the Original Financial Statements, the Company classified the public warrants and private placement warrants issued in connection with the Company’s initial public offering (the “Warrants”) as equity instruments. Upon further consideration of the rules and guidance, management of the Company concluded that the Warrants are precluded from equity classification. As a result, the Warrants should be recorded as liabilities on the balance sheet and measured at fair value at inception and on a recurring basis in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statement of operations. As a result, on May 27, 2021, after consultation with WithumSmith+Brown, PC, the Company’s independent registered public accounting firm, the Company’s management concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the classification error.
Document Period End Date	Dec. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Entity Address, State or Province	FL
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	No
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
ICFR Auditor Attestation Flag	false
Entity Public Float			$ 0
Class A Common Stock [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		45,000,000
Class B Common Stock [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		11,250,000

BALANCE SHEET

BALANCE SHEET	Dec. 31, 2020USD ($)
Current assets
Cash	$ 1,087,876
Prepaid expenses	290,394
Total Current Assets	1,378,270
Cash and marketable securities held in Trust Account	450,067,699
Total Assets	451,445,969
Current Liabilities
Accrued expenses	109,103
Accrued offering costs	16,480
Total Current Liabilities	125,583
Warrant Liability, at fair value	45,225,000
Deferred underwriting fee payable	15,750,000
Total Liabilities	61,100,583
Commitments and contingencies
Class A common stock subject to possible redemption, 38,534,538 shares at $10.00 per share redemption value	385,345,380
Stockholders' Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding	0
Additional paid-in capital	21,294,253
Accumulated deficit	(16,296,019)
Total Stockholders' Equity	5,000,006
Total Liabilities and Stockholders' Equity	451,445,969
Class A Common Stock [Member]
Stockholders' Equity
Common stock	647
Class B Common Stock [Member]
Stockholders' Equity
Common stock	$ 1,125

BALANCE SHEET (Parenthetical)

BALANCE SHEET (Parenthetical)	Dec. 31, 2020$ / sharesshares
Stockholder's Equity
Preferred stock, par value (in dollars per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000
Preferred stock, shares issued (in shares)	0
Preferred stock, shares outstanding (in shares)	0
Class A Common Stock [Member]
LIABILITIES AND STOCKHOLDER'S EQUITY
Common stock, redemption (in shares)	38,534,538
Common stock, redemption price per share (in dollars per share) | $ / shares	$ 10
Stockholder's Equity
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized (in shares)	200,000,000
Common stock, shares issued (in shares)	6,465,462
Common stock, shares outstanding (in shares)	6,465,462
Class B Common Stock [Member]
Stockholder's Equity
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized (in shares)	20,000,000
Common stock, shares issued (in shares)	11,250,000
Common stock, shares outstanding (in shares)	11,250,000

STATEMENT OF OPERATIONS

STATEMENT OF OPERATIONS	5 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
Statements of Operations [Abstract]
Formation and operational costs	$ 203,809
Loss from operations	(203,809)
Other income (expense):
Change in fair value of warrant liability	(15,007,134)
Transaction costs allocated to warrant liabilities	(1,152,775)
Interest earned on marketable securities held in Trust Account	67,699
Other expense, net	(16,092,210)
Net loss	(16,296,019)
Class A Common Stock [Member]
Other income (expense):
Interest earned on marketable securities held in Trust Account	$ 67,699
Weighted average shares outstanding (in shares) | shares	44,529,412
Basic and diluted net income (loss) per share (in dollars per share) | $ / shares	$ 0
Class B Common Stock [Member]
Other income (expense):
Net loss	$ (16,296,019)
Weighted average shares outstanding (in shares) | shares	10,682,624
Basic and diluted net income (loss) per share (in dollars per share) | $ / shares	$ (1.53)

STATEMENT OF CHANGES IN STOCKHO

STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY - 5 months ended Dec. 31, 2020 - USD ($)	Common Stock [Member]Class A Common Stock [Member]	Common Stock [Member]Class B Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total	Class B Common Stock [Member]
Beginning balance at Jul. 29, 2020	$ 0	$ 0	$ 0	$ 0	$ 0
Beginning balance (in shares) at Jul. 29, 2020	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B common stock to Sponsor		$ 1,150	23,850	0	25,000
Issuance of Class B common stock to Sponsor (in shares)		11,500,000
Sale of 45,000,000 Units, net of underwriting discounts, offering costs, and initial fair value of public warrants	$ 4,500		405,552,481	0	405,556,981
Sale of 45,000,000 Units, net of underwriting discounts, offering costs, and initial fair value of public warrants (in shares)	45,000,000
Cash paid in excess of Fair Value of Private Placement Warrants	$ 0	$ 0	1,059,424	0	1,059,424
Forfeiture of Founder Shares		$ (25)	25	0	0
Forfeiture of Class B common shares by Sponsor (in shares)		(250,000)
Class A common stock subject to possible redemption	$ (3,853)	$ 0	(385,341,527)	0	(385,345,380)
Class A common stock subject to possible redemption (in shares)	(38,534,538)	0
Net loss	$ 0	$ 0	0	(16,296,019)	(16,296,019)	$ (16,296,019)
Ending balance at Dec. 31, 2020	$ 647	$ 1,125	$ 21,294,253	$ (16,296,019)	$ 5,000,006
Ending balance (in shares) at Dec. 31, 2020	6,465,462	11,250,000

STATEMENT OF CHANGES IN STOCK_2

STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY (Parenthetical)	5 Months Ended
	Dec. 31, 2020shares
Initial Public Offering [Member]
Stockholders' Equity
Units issued (in shares)	45,000,000

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS	5 Months Ended
	Dec. 31, 2020USD ($)
Cash Flows from Operating Activities:
Net loss	$ (16,296,019)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liability	15,007,134
Transaction costs allocated to warrant liabilities	1,152,775
Interest earned on marketable securities held in Trust Account	(67,699)
Changes in operating assets and liabilities:
Prepaid expenses	(290,394)
Accrued expenses	109,103
Net cash used in operating activities	(385,100)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(450,000,000)
Net cash used in investing activities	(450,000,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor	25,000
Proceeds from sale of Units, net of underwriting discounts paid	441,000,000
Proceeds from sale of Private Placement Warrants	11,000,000
Proceeds from promissory note - related party	125,000
Repayment of promissory note - related party	(125,000)
Payment of offering costs	(552,024)
Net cash provided by financing activities	451,472,976
Net Change in Cash	1,087,876
Cash - Beginning of period	0
Cash - End of period	1,087,876
Non-Cash Financing Activities:
Initial classification of Class A common stock subject to possible redemption	400,487,620
Change in value of Class A common stock subject to possible redemption	(15,142,240)
Deferred underwriting fee payable	15,750,000
Offering costs included in accrued offering costs	16,480
Forfeiture of Founder Shares	$ (25)

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	12 Months Ended
	Dec. 31, 2020
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Sports Entertainment Acquisition Corp. (the “Company”) was incorporated in Delaware on July 30, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a 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 July 30, 2020 (inception) through December 31, 2020 related to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on October 1, 2020. On October 6, 2020 the Company consummated the Initial Public Offering of 40,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $400,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 10,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in private placements to Sports Entertainment Acquisition Holdings LLC (the “Sponsor”) and an affiliate of PJT Partners LP, generating gross proceeds of $10,000,000, which is described in Note 5. On October 15, 2020, the Company issued an additional 5,000,000 Units issued for total gross proceeds of $50,000,000, in connection with the underwriters’ partial exercise of their over-allotment option. Simultaneously with the partial closing of their over-allotment option, the Company also consummated the sale of an additional 1,000,000 Private Placement Warrants at $1.00 per Private Placement Warrant, generating total proceeds of $1,000,000. Transaction costs amounted to $25,318,504, consisting of $9,000,000 in cash underwriting fees, $15,750,000 of deferred underwriting fees and $568,504 of other offering costs. Following the closing of the Initial Public Offering on October 6, 2020, and the partial exercise of the over-allotment option on October 15, 2020, an amount of $450,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States. The funds in the Trust Account are invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. Substantially all of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants are intended to be applied generally toward consummating a Business Combination, and the Company’s management has broad discretion to identify targets for such a potential Business Combination and over the specific application of the funds held in the Trust Account if and when such funds are properly released from the Trust Account. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). 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 business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the 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. 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 then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions 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 applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other 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 has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company has not completed a Business Combination by October 6, 2022, or such later date as a result of a stockholder vote to amend the Amended and Restated Certificate of Incorporation (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party 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 (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of December 31, 2020, the Company had approximately $1.1 million in its operating bank account and working capital of approximately $1.3 million. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from the Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, a loan of approximately $125,000 from the Sponsor (see Note 6) which was repaid subsequent to the closing of the Initial Public offering, and the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 6). As of December 31, 2020, there were no amounts outstanding under any Working Capital Loan.

RESTATEMENT OF PREVIOUSLY ISSUE

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	12 Months Ended
	Dec. 31, 2020
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS [Abstract]
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for its outstanding Public Warrants (as defined in Note 5) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering and concurrent private placement as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). Specifically, the SEC Staff Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement. In consideration of the SEC Staff Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on its evaluation, management concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25. In accordance with ASC 825-10, Financial Instruments, as a result of the classification of the warrants as derivative liabilities, the Company expensed a portion of the offering costs originally recorded as a reduction in equity. The portion of offering costs that was expensed was determined based on the relative fair value of the Public Warrants and shares of Class A common stock included in the Units. As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. As Previously Reported Adjustments As Restated Balance sheet as of October 6, 2020 (audited) Warrant Liability, at fair value $ — $ 27,061,145 $ 27,061,145 Total liabilities 14,551,035 27,061,145 41,612,180 Class A Common Stock Subject to Possible Redemption 382,455,490 (27,061,140 ) 355,394,350 Class A Common Stock 175 271 446 Additional Paid-in Capital 4,999,681 1,028,582 6,028,263 Accumulated Deficit (1,000 ) (1,028,858 ) (1,029,858 ) Stockholders’ Equity 5,000,006 (5 ) 5,000,001 Balance sheet as of December 31, 2020 (audited) Warrant Liability, at fair vlaue $ — $ 45,225,000 $ 45,225,000 Total liabilities 15,875,583 45,225,000 61,100,583 Class A Common Stock Subject to Possible Redemption 430,570,380 (45,225,000 ) 385,345,380 Class A Common Stock 194 453 647 Additional Paid-in Capital 5,134,797 16,159,456 21,294,253 Accumulated Deficit (136,110 ) (16,159,909 ) (16,296,019 ) Statement of Operations for the Period from July 30 2020 (inception) to December 31, 2020 (audited) Change in fair value of warrant liability $ — $ (15,007,134 ) $ (15,007,134 ) Transaction costs allocated to warrant liabilities — (1,152,775 ) (1,152,775 ) Net loss (136,110 ) (16,159,909 ) (16,296,019 ) Weighted average shares outstanding, Class A Common stock subject to possible redemption 45,000,000 (470,588 ) 44,529,412 Basic and diluted net income per share, Class A Common stock subject to possible redemption 0.00 — 0.00 Weighted average shares outstanding, Class B Common stock 11,250,000 (567,376 ) 10,682,624 Basic and diluted net loss per share, Class B Common stock (0.01 ) (1.52 ) (1.53 ) Cash Flow Statement for the Period from July 30, 2020 (inception) to December 31, 2020 (audited) Net loss $ (136,110 ) $ (16,159,909 ) $ (16,296,019 ) Change in fair value of warrant liability — 15,007,134 15,007,134 Transaction costs allocated to warrant liabilities — 1,152,775 1,152,775 Initial classification of Class A common stock subject to possible redemption 430,705,490 (30,217,870 ) 400,487,620 Change in value of Class A common stock subject to possible redemption (135,110 ) (15,007,130 ) (15,142,240 )

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. 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. Cash and Marketable Securities Held in Trust Account The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts. Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. Class A Common Stock Subject to Possible Redemption Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally Class A redeemable common stock (including common stock that feature redemption rights that is 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 Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly at December 31, 2020, 38,534,538 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Offering Costs Offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $24,165,729 were charged to stockholders’ equity upon the completion of the Initial Public Offering and the partial exercise of the underwriters’ over-allotment and offering costs of $1,152,775, allocated to the issuance of warrants were expensed and included in net loss. 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 Loss per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 33,500,000 shares of Class A common stock in the calculation of diluted income per share, since the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Class A common stock is calculated by dividing the interest income earned on the Trust Account, net of applicable franchise and income taxes by the weighted average number of Class A common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class B common stock is calculated by dividing the net loss, adjusted for income attributable to Class A common stock, net of applicable franchise and income taxes, by the weighted average number of Class B common stock outstanding for the period. Class B common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Period From July 30, 2020 (inception) Through December 31, 2020 Class A Common Stock Numerator: Earnings allocable to Class A Common Stock Interest Income $ 67,699 Income Tax and Franchise Tax (67,699 ) Redeemable Net Earnings $ — Denominator: Weighted Average Class A Common Stock Class A Common Stock, Basic and Diluted 44,529,412 Earnings/Basic and Diluted Class A Common Stock $ 0.00 Class B Common Stock Numerator: Net Loss minus Net Earnings Net Loss $ (16,296,019 ) Net Earnings — Net Loss $ (16,296,019 ) Denominator: Weighted Average Class B Common Stock Class B Common Stock, Basic and Diluted 10,682,624 Loss/Basic and Diluted Class B Common Stock $ (1.53 ) 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 Corporation coverage of $250,000. 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 Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, except for the Warrants (see Note 10). Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	12 Months Ended
	Dec. 31, 2020
INITIAL PUBLIC OFFERING [Abstract]
INITIAL PUBLIC OFFERING	NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering and the partial exercise by the underwriters of their over-allotment option, the Company sold 45,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

PRIVATE PLACEMENT

PRIVATE PLACEMENT	12 Months Ended
	Dec. 31, 2020
PRIVATE PLACEMENT [Abstract]
PRIVATE PLACEMENT	NOTE 5. PRIVATE PLACEMENT Simultaneously, on October 6, 2020, with the closing of the Initial Public Offering and the underwriters’ partial exercise of their over-allotment option, the Sponsor and an affiliate of PJT Partners LP purchased an aggregate of 10,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $10,000,000. Simultaneously with the closing of the partial exercise by the underwriters of their over-allotment option, the Sponsor and an affiliate of PJT Partners LP purchased an aggregate of 1,000,000 additional Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $1,000,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2020
RELATED PARTY TRANSACTIONS [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares In August 2020, the Sponsor purchased 10,062,500 of the Company’s Class B common stock (the “Founder Shares”) for an aggregate purchase price of $25,000. On August 27, 2020, the Company effected a stock dividend with respect to its Class B common stock of 1,437,500 Founder Shares, resulting in 11,500,000 Class B shares issued and outstanding. On September 11, 2020, the Company effected a reverse stock split of 1,437,500 Founder Shares, resulting in the initial stockholders holding 10,062,500 Founder Shares. In September 2020, the Sponsor transferred an aggregate of 25,000 Founder Shares to each of the Company’s Directors. On October 1, 2020, the Company effected a stock dividend of 1,437,500 shares with respect to the Founder Shares, resulting in an aggregate of 11,500,000 Founder Shares issued and outstanding. All share and per-share amounts have been retroactively restated to reflect the stock transactions. The Founder Shares included an aggregate of up to 1,500,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. As a result of the underwriters’ election to partially exercise their over-allotment option on October 15, 2020, a total of 1,250,000 Founder Shares are no longer subject to forfeiture and 250,000 Founder Shares were forfeited, resulting in an aggregate of 11,250,000 Founder Shares issued and outstanding. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On August 11, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) March 31, 2021 and (ii) the consummation of the Initial Public Offering. The outstanding balance under the Promissory Note of $125,000 was repaid subsequent to the closing of the Initial Public Offering. Administrative Services Agreement The Company entered into an agreement, commencing on October 1, 2020, to pay the Sponsor up to $10,000 per month for office space, secretarial and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For period from July 30, 2020 (inception) through December 31, 2020, the Company incurred $30,000 in fees for these services, of which $10,000 is included in accrued expenses as of December 31, 2020. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. 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. As of December 31, 2020, there were no amounts outstanding under the Working Capital Loans.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2020
COMMITMENTS AND CONTINGENCIES [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 7. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on October 6, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $15,750,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

STOCKHOLDER'S EQUITY

STOCKHOLDER'S EQUITY	12 Months Ended
	Dec. 31, 2020
STOCKHOLDER'S EQUITY [Abstract]
STOCKHOLDER'S EQUITY	NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock — Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A common stock redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued or issuable to any seller in a Business Combination.

WARRANTS

WARRANTS	12 Months Ended
	Dec. 31, 2020
WARRANTS [Abstract]
WARRANTS	NOTE 9. WARRANTS Warrants — The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemptions of warrants when the price of Class A common stock equals or exceeds $18.00 — ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and ● if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Class common stock equals or exceeds $10.00 — ● in whole and not in part; ● at a price of $0.10 per warrant provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares of Class A common stock determined based on the redemption date and the “fair market value” of the Company’s Class A common stock; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; ● if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto is available throughout the 30-day period after the written notice of redemption is given. If the Company calls the Public Warrants for redemption, as described above, holders of Public Warrants may exercise their Warrants on a cashless basis (but not a cash basis), as described in the warrant agreement. The exercise price and number of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, in no event will the Company be required to net cash settle the Public 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 Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. As of December 31, 2020, there were 11,000,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

INCOME TAX

INCOME TAX	12 Months Ended
	Dec. 31, 2020
INCOME TAX [Abstract]
INCOME TAX	NOTE 10. INCOME TAX The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax asset Net operating loss carryforward $ 3,581 Organizational costs/Startup expenses 25,004 Total deferred tax asset 28,585 Valuation allowance (28,585 ) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: December 31, 2020 Federal Current $ — Deferred (28,585 ) State Current — Deferred — Change in valuation allowance 28,585 Income tax provision $ — As of December 31, 2020, the Company had approximately $17,000 of U.S. federal net operating loss carryovers available to offset future taxable income. The Company has federal net operating loss carryforwards of approximately $17,000 which can be carried forward indefinitely. 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 July 30, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $28,585. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: December 31, 2020 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of warrant liability (19.3 )% Transaction costs -allocated to warrant liabilities (1.50 )% Change in valuation allowance (0.20 )% Income tax provision 0.0 % 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.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
	Dec. 31, 2020
FAIR VALUE MEASUREMENTS [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 11. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2020, assets held in the Trust Account were comprised of $93,912 in cash and $449,973,787 in U.S. Treasury securities. During the period ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account. 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. The gross holding gains and fair value of held-to-maturity securities at December 31, 2020 are as follows: Held-To-Maturity Level Amortized Cost Gross Holding Gain Fair Value U.S. Treasury Securities (Matured on 2/4/2021) 1 $ 449,973,787 $ 3,713 $ 449,977,500 The following table presents information about the Company’s assets and liabilities 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: Level December 31, 2020 Assets: Marketable securities held in Trust Account 1 $ 449,977,500 Liabilities: Warrant Liability – Public Warrants 1 $ 10,097,710 Warrant Liability – Private Placement Warrants 3 $ 4,909,424 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented in the statement of operations. The Warrants were valued using a Monte Carlo simulation model, which is considered to be a Level 3 fair value measurement. The Monte Carlo simulation model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units are classified as Level 1 due to the use of an observable market quote in an active market. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price will be used as the fair value as of each relevant date. The following table presents the quantitative information regarding Level 3 fair value measurements of the warrant liabilities: At October 6, 2020 (Initial Measurement) As of December 31, 2020 Stock price $ 9.55 $ 10.12 Term (in years) 6.63 6.08 Volatility 16.1 % 33.0 % Risk-free rate 0.52 % 0.52 % Dividend yield 0.0 % 0.0 % The following table presents the changes in the fair value of Level 3 warrant liabilities: ​ Private Placement Public Warrant Liabilities Fair value as of July 30, 2020 (inception) $ — $ — $ — Initial measurement on October 6, 2020 (inclusive of the over-allotment 9,940,576 20,277,290 30,217,866 Change in fair value 4,909,424 10,097,710 15,007,134 Transfer to Level 1 — (30,375,000 ) (30,375,000 ) Fair value as of December 31, 2020 $ 14,850,000 $ — $ 14,850,000 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the period from July 30, 2020 (inception) through December 31, 2020 was $30,375,000 .

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2020
SUBSEQUENT EVENTS [Abstract]
SUBSEQUENT EVENTS	NOTE 12. 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 upon this review, other than as described below and in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On April 23, 2021, Sports Entertainment Acquisition Corp. (“SEAC”) entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Sponsor, SGHC Limited, a non-cellular company limited by shares incorporated under the laws of Guernsey (“SGHC”), Super Group (SGHC) Limited, a non-cellular company limited by shares incorporated under the laws of the Island of Guernsey (“NewCo”), Super Group (SGHC) Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of NewCo. The Business Combination Agreement provides for, among other things, the following transactions: (i) prior to the closing date, each holder of ordinary shares of SGHC will exchange such shares in exchange for a certain number of ordinary shares of no par value of NewCo (the “Pre-Closing Reorganization”), (ii) on the closing date, SEAC will merge with and into Merger Sub, with SEAC as the surviving company continuing as a wholly owned subsidiary of NewCo (the “Merger”), and (ii) at the effective time of the Merger, each share of Class A common stock of SEAC shall be cancelled and extinguished and shall be converted into the right to receive one ordinary share of no par value of NewCo (the “Exchange”). The Pre-Closing Reorganization, the Merger, the Exchange and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Business Combination”. The Business Combination is expected to close in the third quarter of 2021, following the receipt of the required approval by SEAC’s shareholders and the fulfillment of other customary closing conditions.

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Policies)	12 Months Ended
	Dec. 31, 2020
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract]
Liquidity and Capital Resources	Liquidity and Capital Resources As of December 31, 2020, the Company had approximately $1.1 million in its operating bank account and working capital of approximately $1.3 million. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from the Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, a loan of approximately $125,000 from the Sponsor (see Note 6) which was repaid subsequent to the closing of the Initial Public offering, and the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 6). As of December 31, 2020, there were no amounts outstanding under any Working Capital Loan.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020.
Cash and Marketable Securities Held in Trust Account	Cash and Marketable Securities Held in Trust Account The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts.
Warrant Liability	Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally Class A redeemable common stock (including common stock that feature redemption rights that is 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 Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly at December 31, 2020, 38,534,538 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Offering Costs	Offering Costs Offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $24,165,729 were charged to stockholders’ equity upon the completion of the Initial Public Offering and the partial exercise of the underwriters’ over-allotment and offering costs of $1,152,775, allocated to the issuance of warrants were expensed and included in net loss.
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 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 Loss per Common Share	Net Loss per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 33,500,000 shares of Class A common stock in the calculation of diluted income per share, since the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Class A common stock is calculated by dividing the interest income earned on the Trust Account, net of applicable franchise and income taxes by the weighted average number of Class A common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class B common stock is calculated by dividing the net loss, adjusted for income attributable to Class A common stock, net of applicable franchise and income taxes, by the weighted average number of Class B common stock outstanding for the period. Class B common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Period From July 30, 2020 (inception) Through December 31, 2020 Class A Common Stock Numerator: Earnings allocable to Class A Common Stock Interest Income $ 67,699 Income Tax and Franchise Tax (67,699 ) Redeemable Net Earnings $ — Denominator: Weighted Average Class A Common Stock Class A Common Stock, Basic and Diluted 44,529,412 Earnings/Basic and Diluted Class A Common Stock $ 0.00 Class B Common Stock Numerator: Net Loss minus Net Earnings Net Loss $ (16,296,019 ) Net Earnings — Net Loss $ (16,296,019 ) Denominator: Weighted Average Class B Common Stock Class B Common Stock, Basic and Diluted 10,682,624 Loss/Basic and Diluted Class B Common Stock $ (1.53 )
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 Corporation coverage of $250,000. 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	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 Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, except for the Warrants (see Note 10).
Recent Accounting Standards	Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

RESTATEMENT OF PREVIOUSLY ISS_2

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)	12 Months Ended
	Dec. 31, 2020
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS [Abstract]
Restatement of Previously Issued Financial Statements	As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. As Previously Reported Adjustments As Restated Balance sheet as of October 6, 2020 (audited) Warrant Liability, at fair value $ — $ 27,061,145 $ 27,061,145 Total liabilities 14,551,035 27,061,145 41,612,180 Class A Common Stock Subject to Possible Redemption 382,455,490 (27,061,140 ) 355,394,350 Class A Common Stock 175 271 446 Additional Paid-in Capital 4,999,681 1,028,582 6,028,263 Accumulated Deficit (1,000 ) (1,028,858 ) (1,029,858 ) Stockholders’ Equity 5,000,006 (5 ) 5,000,001 Balance sheet as of December 31, 2020 (audited) Warrant Liability, at fair vlaue $ — $ 45,225,000 $ 45,225,000 Total liabilities 15,875,583 45,225,000 61,100,583 Class A Common Stock Subject to Possible Redemption 430,570,380 (45,225,000 ) 385,345,380 Class A Common Stock 194 453 647 Additional Paid-in Capital 5,134,797 16,159,456 21,294,253 Accumulated Deficit (136,110 ) (16,159,909 ) (16,296,019 ) Statement of Operations for the Period from July 30 2020 (inception) to December 31, 2020 (audited) Change in fair value of warrant liability $ — $ (15,007,134 ) $ (15,007,134 ) Transaction costs allocated to warrant liabilities — (1,152,775 ) (1,152,775 ) Net loss (136,110 ) (16,159,909 ) (16,296,019 ) Weighted average shares outstanding, Class A Common stock subject to possible redemption 45,000,000 (470,588 ) 44,529,412 Basic and diluted net income per share, Class A Common stock subject to possible redemption 0.00 — 0.00 Weighted average shares outstanding, Class B Common stock 11,250,000 (567,376 ) 10,682,624 Basic and diluted net loss per share, Class B Common stock (0.01 ) (1.52 ) (1.53 ) Cash Flow Statement for the Period from July 30, 2020 (inception) to December 31, 2020 (audited) Net loss $ (136,110 ) $ (16,159,909 ) $ (16,296,019 ) Change in fair value of warrant liability — 15,007,134 15,007,134 Transaction costs allocated to warrant liabilities — 1,152,775 1,152,775 Initial classification of Class A common stock subject to possible redemption 430,705,490 (30,217,870 ) 400,487,620 Change in value of Class A common stock subject to possible redemption (135,110 ) (15,007,130 ) (15,142,240 )

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Basic and Diluted Net Loss Per Common Share	The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Period From July 30, 2020 (inception) Through December 31, 2020 Class A Common Stock Numerator: Earnings allocable to Class A Common Stock Interest Income $ 67,699 Income Tax and Franchise Tax (67,699 ) Redeemable Net Earnings $ — Denominator: Weighted Average Class A Common Stock Class A Common Stock, Basic and Diluted 44,529,412 Earnings/Basic and Diluted Class A Common Stock $ 0.00 Class B Common Stock Numerator: Net Loss minus Net Earnings Net Loss $ (16,296,019 ) Net Earnings — Net Loss $ (16,296,019 ) Denominator: Weighted Average Class B Common Stock Class B Common Stock, Basic and Diluted 10,682,624 Loss/Basic and Diluted Class B Common Stock $ (1.53 )

INCOME TAX (Tables)

INCOME TAX (Tables)	12 Months Ended
	Dec. 31, 2020
INCOME TAX [Abstract]
Net Deferred Tax Assets	The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax asset Net operating loss carryforward $ 3,581 Organizational costs/Startup expenses 25,004 Total deferred tax asset 28,585 Valuation allowance (28,585 ) Deferred tax asset, net of allowance $ —
Income Tax Provision	The income tax provision consists of the following: December 31, 2020 Federal Current $ — Deferred (28,585 ) State Current — Deferred — Change in valuation allowance 28,585 Income tax provision $ —
Reconciliation of Federal Income Tax Rate	A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: December 31, 2020 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of warrant liability (19.3 )% Transaction costs -allocated to warrant liabilities (1.50 )% Change in valuation allowance (0.20 )% Income tax provision 0.0 %

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
	Dec. 31, 2020
FAIR VALUE MEASUREMENTS [Abstract]
Gross Holding Gains and Fair Value of Held-to-Maturity Securities	The gross holding gains and fair value of held-to-maturity securities at December 31, 2020 are as follows: Held-To-Maturity Level Amortized Cost Gross Holding Gain Fair Value U.S. Treasury Securities (Matured on 2/4/2021) 1 $ 449,973,787 $ 3,713 $ 449,977,500
Assets and Liabilities Measured at Fair Value on Recurring Basis	The following table presents information about the Company’s assets and liabilities 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: Level December 31, 2020 Assets: Marketable securities held in Trust Account 1 $ 449,977,500 Liabilities: Warrant Liability – Public Warrants 1 $ 10,097,710 Warrant Liability – Private Placement Warrants 3 $ 4,909,424
Level 3 Fair Value Measurements of Warrant Liabilities	The following table presents the quantitative information regarding Level 3 fair value measurements of the warrant liabilities: At October 6, 2020 (Initial Measurement) As of December 31, 2020 Stock price $ 9.55 $ 10.12 Term (in years) 6.63 6.08 Volatility 16.1 % 33.0 % Risk-free rate 0.52 % 0.52 % Dividend yield 0.0 % 0.0 %
Changes in Fair Value of Level 3 Warrant Liabilities	The following table presents the changes in the fair value of Level 3 warrant liabilities: ​ Private Placement Public Warrant Liabilities Fair value as of July 30, 2020 (inception) $ — $ — $ — Initial measurement on October 6, 2020 (inclusive of the over-allotment 9,940,576 20,277,290 30,217,866 Change in fair value 4,909,424 10,097,710 15,007,134 Transfer to Level 1 — (30,375,000 ) (30,375,000 ) Fair value as of December 31, 2020 $ 14,850,000 $ — $ 14,850,000

DESCRIPTION OF ORGANIZATION A_3

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($)	Oct. 15, 2020	Oct. 06, 2020	Dec. 31, 2020
Proceeds from Issuance of Equity [Abstract]
Gross proceeds from initial public offering			$ 441,000,000
Transaction costs		$ 25,318,504
Underwriting fees		9,000,000
Deferred underwriting fees		15,750,000	15,750,000
Other offering costs		568,504
Net proceeds deposited into trust account		$ 450,000,000	$ 450,000,000
Net proceeds from Initial Public Offering and Private Placement per unit (in dollars per share)		$ 10
Maximum [Member]
Proceeds from Issuance of Equity [Abstract]
Amount of interest to pay dissolution expenses		$ 100,000
Private Placement Warrant [Member]
Proceeds from Issuance of Equity [Abstract]
Share price (in dollars per share)		$ 1
Warrants issued (in shares)		10,000,000
Gross proceeds from issuance of warrants		$ 10,000,000
Initial Public Offering [Member]
Proceeds from Issuance of Equity [Abstract]
Units issued (in shares)			45,000,000
Initial Public Offering [Member] | Public Shares [Member]
Proceeds from Issuance of Equity [Abstract]
Units issued (in shares)		40,000,000
Share price (in dollars per share)		$ 10
Gross proceeds from initial public offering		$ 400,000,000
Redemption price (in dollars per share)		$ 10
Over-Allotment Option [Member] | Public Shares [Member]
Proceeds from Issuance of Equity [Abstract]
Units issued (in shares)	5,000,000
Gross proceeds from initial public offering	$ 50,000,000
Over-Allotment Option [Member] | Private Placement Warrant [Member]
Proceeds from Issuance of Equity [Abstract]
Share price (in dollars per share)	$ 1
Warrants issued (in shares)	1,000,000
Gross proceeds from issuance of warrants	$ 1,000,000

DESCRIPTION OF ORGANIZATION A_4

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, Liquidity and Capital Resources (Details)	5 Months Ended
	Dec. 31, 2020USD ($)
Liquidity and Capital Resources [Abstract]
Operating bank account	$ 1,087,876
Working capital	1,300,000
Contribution from sponsor	25,000
Repayment of debt to related party	125,000
Sponsor [Member]
Liquidity and Capital Resources [Abstract]
Contribution from sponsor	25,000
Repayment of debt to related party	125,000
Sponsor [Member] | Working Capital Loans [Member]
Liquidity and Capital Resources [Abstract]
Related party outstanding amount	$ 0

RESTATEMENT OF PREVIOUSLY ISS_3

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS, Balance Sheets (Details) - USD ($)	Dec. 31, 2020	Oct. 06, 2020	Jul. 29, 2020
Balance Sheet [Abstract]
Warrant Liability, at fair value	$ 45,225,000	$ 27,061,145
Total liabilities	61,100,583	41,612,180
Class A Common Stock Subject to Possible Redemption	385,345,380	355,394,350
Additional Paid-in Capital	21,294,253	6,028,263
Accumulated Deficit	(16,296,019)	(1,029,858)
Total Stockholders' Equity	5,000,006	5,000,001	$ 0
Class A Common Stock [Member]
Balance Sheet [Abstract]
Common Stock	647	446
Class B Common Stock [Member]
Balance Sheet [Abstract]
Common Stock	1,125
As Previously Reported [Member]
Balance Sheet [Abstract]
Warrant Liability, at fair value	0	0
Total liabilities	15,875,583	14,551,035
Class A Common Stock Subject to Possible Redemption	430,570,380	382,455,490
Additional Paid-in Capital	5,134,797	4,999,681
Accumulated Deficit	(136,110)	(1,000)
Total Stockholders' Equity		5,000,006
As Previously Reported [Member] | Class A Common Stock [Member]
Balance Sheet [Abstract]
Common Stock	194	175
Accounting for Warrants [Member] | Adjustments [Member]
Balance Sheet [Abstract]
Warrant Liability, at fair value	45,225,000	27,061,145
Total liabilities	45,225,000	27,061,145
Class A Common Stock Subject to Possible Redemption	(45,225,000)	(27,061,140)
Additional Paid-in Capital	16,159,456	1,028,582
Accumulated Deficit	(16,159,909)	(1,028,858)
Total Stockholders' Equity		(5)
Accounting for Warrants [Member] | Adjustments [Member] | Class A Common Stock [Member]
Balance Sheet [Abstract]
Common Stock	$ 453	$ 271

RESTATEMENT OF PREVIOUSLY ISS_4

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS, Statement of Operations (Details) - USD ($)	Oct. 06, 2020	Dec. 31, 2020
Statement of Operations [Abstract]
Change in fair value of warrant liability		$ (15,007,134)
Transaction costs allocated to warrant liabilities	$ (1,152,775)	(1,152,775)
Net loss		$ (16,296,019)
Class A Common Stock [Member]
Statement of Operations [Abstract]
Basic and diluted weighted average shares outstanding (in shares)		44,529,412
Basic and diluted net income (loss) per share (in dollars per share)		$ 0
Class B Common Stock [Member]
Statement of Operations [Abstract]
Net loss		$ (16,296,019)
Basic and diluted weighted average shares outstanding (in shares)		10,682,624
Basic and diluted net income (loss) per share (in dollars per share)		$ (1.53)
As Previously Reported [Member]
Statement of Operations [Abstract]
Change in fair value of warrant liability		$ 0
Transaction costs allocated to warrant liabilities		0
Net loss		$ (136,110)
As Previously Reported [Member] | Class A Common Stock [Member]
Statement of Operations [Abstract]
Basic and diluted weighted average shares outstanding (in shares)		45,000,000
Basic and diluted net income (loss) per share (in dollars per share)		$ 0
As Previously Reported [Member] | Class B Common Stock [Member]
Statement of Operations [Abstract]
Basic and diluted weighted average shares outstanding (in shares)		11,250,000
Basic and diluted net income (loss) per share (in dollars per share)		$ (0.01)
Accounting for Warrants [Member] | Adjustments [Member]
Statement of Operations [Abstract]
Change in fair value of warrant liability		$ (15,007,134)
Transaction costs allocated to warrant liabilities		(1,152,775)
Net loss		$ (16,159,909)
Accounting for Warrants [Member] | Adjustments [Member] | Class A Common Stock [Member]
Statement of Operations [Abstract]
Basic and diluted weighted average shares outstanding (in shares)		(470,588)
Basic and diluted net income (loss) per share (in dollars per share)		$ 0
Accounting for Warrants [Member] | Adjustments [Member] | Class B Common Stock [Member]
Statement of Operations [Abstract]
Basic and diluted weighted average shares outstanding (in shares)		(567,376)
Basic and diluted net income (loss) per share (in dollars per share)		$ (1.52)

RESTATEMENT OF PREVIOUSLY ISS_5

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS, Cash Flow Statement (Details) - USD ($)	Oct. 06, 2020	Dec. 31, 2020
Cash Flow Statement [Abstract]
Net loss		$ (16,296,019)
Change in fair value of warrant liability		15,007,134
Transaction costs allocated to warrant liabilities	$ 1,152,775	1,152,775
Initial classification of Class A common stock subject to possible redemption		400,487,620
Change in value of Class A common stock subject to possible redemption		(15,142,240)
Class B Common Stock [Member]
Cash Flow Statement [Abstract]
Net loss		(16,296,019)
As Previously Reported [Member]
Cash Flow Statement [Abstract]
Net loss		(136,110)
Change in fair value of warrant liability		0
Transaction costs allocated to warrant liabilities		0
Initial classification of Class A common stock subject to possible redemption		430,705,490
Change in value of Class A common stock subject to possible redemption		(135,110)
Accounting for Warrants [Member] | Adjustments [Member]
Cash Flow Statement [Abstract]
Net loss		(16,159,909)
Change in fair value of warrant liability		15,007,134
Transaction costs allocated to warrant liabilities		1,152,775
Initial classification of Class A common stock subject to possible redemption		(30,217,870)
Change in value of Class A common stock subject to possible redemption		$ (15,007,130)

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details)	Dec. 31, 2020USD ($)
Cash and Cash Equivalents [Abstract]
Cash equivalents	$ 0

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Class A Common Stock Subject to Possible Redemption (Details)	Dec. 31, 2020shares
Class A Common Stock [Member]
Class A Common Stock Subject to Possible Redemption [Abstract]
Common stock subject to possible redemption (in shares)	38,534,538

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Offering Costs (Details) - USD ($)	Oct. 06, 2020	Dec. 31, 2020
Offering Costs [Abstract]
Offering costs	$ 24,165,729
Transaction costs allocated to warrant liabilities	$ 1,152,775	$ 1,152,775

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details)	Dec. 31, 2020USD ($)
Income Taxes [Abstract]
Unrecognized tax benefits	$ 0
Accrued interest and penalties	$ 0

SUMMARY OF SIGNIFICANT ACCOUN_8

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Net Loss per Common Share (Details)	5 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
Numerator: Net Income minus Redeemable Net Earnings [Abstract]
Interest Income	$ 67,699
Net loss	$ (16,296,019)
Class A Common Stock [Member]
Net Loss per Common Share [Abstract]
Antidilutive securities excluded from computation of earnings per share (in shares) | shares	33,500,000
Numerator: Net Income minus Redeemable Net Earnings [Abstract]
Interest Income	$ 67,699
Income Tax and Franchise Tax	(67,699)
Redeemable Net Earnings	$ 0
Denominator: Weighted Average Class A Common Stock and Class B Common Stock [Abstract]
Weighted average shares, basic and diluted (in shares) | shares	44,529,412
Basic and diluted net earnings/loss per share (in dollars per share) | $ / shares	$ 0
Class B Common Stock [Member]
Numerator: Net Income minus Redeemable Net Earnings [Abstract]
Net loss	$ (16,296,019)
Redeemable Net Earnings	0
Non-Redeemable Net Loss	$ (16,296,019)
Denominator: Weighted Average Class A Common Stock and Class B Common Stock [Abstract]
Weighted average shares, basic and diluted (in shares) | shares	10,682,624
Basic and diluted net earnings/loss per share (in dollars per share) | $ / shares	$ (1.53)

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - $ / shares	Oct. 06, 2020	Dec. 31, 2020
Initial Public Offering and Over-Allotment Option [Member] | Public Shares [Member]
Proposed Public Offering [Abstract]
Units issued (in shares)		45,000,000
Unit price (in dollars per share)		$ 10
Initial Public Offering [Member]
Proposed Public Offering [Abstract]
Units issued (in shares)		45,000,000
Initial Public Offering [Member] | Class A Common Stock [Member]
Proposed Public Offering [Abstract]
Number of securities called by each unit (in shares)		1
Number of securities called by each warrant (in shares)		1
Initial Public Offering [Member] | Public Shares [Member]
Proposed Public Offering [Abstract]
Units issued (in shares)	40,000,000
Unit price (in dollars per share)	$ 10
Initial Public Offering [Member] | Public Warrant [Member]
Proposed Public Offering [Abstract]
Number of securities called by each unit (in shares)		0.5
Warrants exercise price (in dollars per share)		$ 11.50

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - Private Placement Warrants [Member] - USD ($)	Oct. 15, 2020	Oct. 06, 2020	Dec. 31, 2020
Private Placement Warrants [Abstract]
Warrants issued (in shares)		10,000,000
Share price (in dollars per share)		$ 1
Gross proceeds from issuance of warrants		$ 10,000,000
Class A Common Stock [Member]
Private Placement Warrants [Abstract]
Number of securities called by each warrant (in shares)			1
Warrants exercise price (in dollars per share)			$ 11.50
Over-Allotment Option [Member]
Private Placement Warrants [Abstract]
Warrants issued (in shares)	1,000,000
Share price (in dollars per share)	$ 1
Gross proceeds from issuance of warrants	$ 1,000,000

RELATED PARTY TRANSACTIONS, Fou

RELATED PARTY TRANSACTIONS, Founder Shares (Details) - USD ($)	Oct. 01, 2020	Sep. 11, 2020	Aug. 27, 2020	Sep. 30, 2020	Aug. 31, 2020	Dec. 31, 2020	Oct. 15, 2020
Founder Shares [Abstract]
Proceeds from issuance of Class B common stock to Sponsor						$ 25,000
Sponsor [Member]
Founder Shares [Abstract]
Proceeds from issuance of Class B common stock to Sponsor						$ 25,000
Founder Shares [Member] | Class B Common Stock [Member]
Founder Shares [Abstract]
Number of shares outstanding (in shares)						11,250,000
Founder Shares [Member] | Sponsor [Member] | Class B Common Stock [Member]
Founder Shares [Abstract]
Shares issued (in shares)		10,062,500	11,500,000		10,062,500
Proceeds from issuance of Class B common stock to Sponsor					$ 25,000
Stock dividend issued (in shares)	1,437,500		1,437,500
Number of shares outstanding (in shares)	11,500,000						1,250,000
Reverse stock split effect (in shares)		1,437,500
Ownership interest, as converted percentage	20.00%
Number of shares forfeited (in shares)							250,000
Founder Shares [Member] | Sponsor [Member] | Class B Common Stock [Member] | Maximum [Member]
Founder Shares [Abstract]
Number of shares subject to forfeiture (in shares)	1,500,000
Founder Shares [Member] | Sponsor [Member] | Class A Common Stock [Member]
Founder Shares [Abstract]
Number of trading days						20 days
Trading day threshold period						30 days
Founder Shares [Member] | Sponsor [Member] | Class A Common Stock [Member] | Minimum [Member]
Founder Shares [Abstract]
Share price (in dollars per share)						$ 12
Threshold period after initial Business Combination						150 days
Founder Shares [Member] | Directors [Member] | Class B Common Stock [Member]
Founder Shares [Abstract]
Shares issued (in shares)				25,000

RELATED PARTY TRANSACTIONS, Pro

RELATED PARTY TRANSACTIONS, Promissory Note, Administrative Services Agreement and Related Party Loans (Details) - USD ($)	Oct. 01, 2020	Aug. 11, 2020	Dec. 31, 2020
Related Party Transactions [Abstract]
Repayment of debt to related party			$ 125,000
Sponsor [Member]
Related Party Transactions [Abstract]
Repayment of debt to related party			125,000
Sponsor [Member] | Promissory Note [Member]
Related Party Transactions [Abstract]
Related party transaction		$ 300,000
Repayment of debt to related party		$ 125,000
Sponsor [Member] | Administrative Services Agreement [Member]
Related Party Transactions [Abstract]
Fees incurred			30,000
Sponsor [Member] | Administrative Services Agreement [Member] | Accrued Expenses [Member]
Related Party Transactions [Abstract]
Fees payable			10,000
Sponsor [Member] | Administrative Services Agreement [Member] | Maximum [Member]
Related Party Transactions [Abstract]
Fees incurred	$ 10,000
Sponsor [Member] | Working Capital Loans [Member]
Related Party Transactions [Abstract]
Related party outstanding amount			0
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] | Working Capital Loans [Member]
Related Party Transactions [Abstract]
Related party outstanding amount			$ 0
Share price (in dollars per share)			$ 1
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] | Working Capital Loans [Member] | Maximum [Member]
Related Party Transactions [Abstract]
Related party transaction			$ 2,000,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)	Dec. 31, 2020USD ($)Demand$ / shares	Oct. 06, 2020USD ($)
Underwriting Agreement [Abstract]
Underwriters deferred fee (in dollars per unit) | $ / shares	$ 0.35
Deferred underwriting fees | $	$ 15,750,000	$ 15,750,000
Maximum [Member]
Registration and Stockholder Rights [Abstract]
Number of demands eligible security holder can make | Demand	3

STOCKHOLDER'S EQUITY, Preferred

STOCKHOLDER'S EQUITY, Preferred Stock and Common Stock (Details)	5 Months Ended
	Dec. 31, 2020$ / sharesshares
Stockholders' Equity [Abstract]
Preferred stock, shares authorized (in shares)	1,000,000
Preferred stock, par value (in dollars per share) | $ / shares	$ 0.0001
Preferred stock, shares issued (in shares)	0
Preferred stock, shares outstanding (in shares)	0
Stock conversion basis at time of business combination	1
Stock conversion percentage threshold	20.00%
Class A Common Stock [Member]
Stockholders' Equity [Abstract]
Common stock, shares authorized (in shares)	200,000,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001
Common stock, shares issued (in shares)	6,465,462
Common stock, shares outstanding (in shares)	6,465,462
Voting right per share	One vote
Common stock subject to possible redemption (in shares)	38,534,538
Class B Common Stock [Member]
Stockholders' Equity [Abstract]
Common stock, shares authorized (in shares)	20,000,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001
Common stock, shares issued (in shares)	11,250,000
Common stock, shares outstanding (in shares)	11,250,000
Voting right per share	One vote

WARRANTS (Details)

WARRANTS (Details)	5 Months Ended
	Dec. 31, 2020$ / sharesshares
Warrants [Abstract]
Period warrants to become excisable after business combination	30 days
Period to exercise warrants after public offerings	12 months
Expiration period of warrants	5 years
Number of days to file registration statement	20 days
Period for registration statement to become effective	60 days
Public Warrant [Member]
Warrants [Abstract]
Warrants outstanding (in shares) | shares	22,500,000
Private Placement Warrants [Member]
Warrants [Abstract]
Warrants outstanding (in shares) | shares	11,000,000
Period warrants to become excisable after business combination	30 days
Redemption of Warrants When Price Exceeds $18.00 [Member] | Class A Common Stock [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share)	$ 0.01
Notice period to redeem warrants	30 days
Trading day threshold period	20 days
Number of trading days	30 days
Redemption of Warrants When Price Exceeds $18.00 [Member] | Class A Common Stock [Member] | Minimum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 18
Redemption of Warrants When Price Exceeds $10.00 [Member] | Class A Common Stock [Member]
Warrants [Abstract]
Period commencing after the warrants become exercisable	90 days
Warrant redemption price (in dollars per share)	$ 0.10
Notice period to redeem warrants	30 days
Redemption of Warrants When Price Exceeds $10.00 [Member] | Class A Common Stock [Member] | Minimum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 10

INCOME TAX (Details)

INCOME TAX (Details)	5 Months Ended
	Dec. 31, 2020USD ($)
Deferred tax asset [Abstract]
Net operating loss carryforward	$ 3,581
Organizational costs/Startup expenses	25,004
Total deferred tax asset	28,585
Valuation allowance	(28,585)
Deferred tax asset, net of allowance	0
Federal [Abstract]
Current	0
Deferred	(28,585)
State [Abstract]
Current	0
Deferred	0
Change in valuation allowance	28,585
Income tax provision	0
Federal net operating loss carryovers	$ 17,000
Reconciliation of Federal Income Tax Rate [Abstract]
Statutory federal income tax rate	21.00%
State taxes, net of federal tax benefit	0.00%
Change in fair value of warrant liability	(19.30%)
Transaction costs allocated to warrant liabilities	(1.50%)
Change in valuation allowance	(0.20%)
Income tax provision	0.00%

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details)	5 Months Ended
	Dec. 31, 2020USD ($)
Assets [Abstract]
Cash withdraw interest income from trust account	$ 0
Cash [Member]
Assets [Abstract]
Assets held in trust account	93,912
US Treasury Securities [Member]
Assets [Abstract]
Assets held in trust account	449,973,787
US Treasury Securities [Member] | Recurring [Member] | Level 1 [Member]
Held-To-Maturity [Abstract]
Amortized Cost	449,973,787
Gross Holding Gain	3,713
Fair Value	$ 449,977,500
Maturity date	Feb. 4, 2021

FAIR VALUE MEASUREMENTS, Assets

FAIR VALUE MEASUREMENTS, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring [Member]	Dec. 31, 2020USD ($)
Level 1 [Member]
Assets [Abstract]
Marketable securities held in Trust Account	$ 449,977,500
Level 1 [Member] | Public Warrant [Member]
Liabilities [Abstract]
Warrant Liability	10,097,710
Level 3 [Member] | Private Placement Warrants [Member]
Liabilities [Abstract]
Warrant Liability	$ 4,909,424

FAIR VALUE MEASUREMENTS, Level

FAIR VALUE MEASUREMENTS, Level 3 Fair Value Measurements of Warrant Liabilities (Details)	Dec. 31, 2020$ / shares	Oct. 06, 2020$ / shares
Fair Value Measurements [Abstract]
Term (in years)	5 years
Warrant [Member]
Fair Value Measurements [Abstract]
Term (in years)	6 years 29 days	6 years 7 months 17 days
Warrant [Member] | Stock Price [Member]
Fair Value Measurements [Abstract]
Measurement input	10.12	9.55
Warrant [Member] | Volatility [Member]
Fair Value Measurements [Abstract]
Measurement input	0.330	0.161
Warrant [Member] | Risk-Free Rate [Member]
Fair Value Measurements [Abstract]
Measurement input	0.0052	0.0052
Warrant [Member] | Dividend Yield [Member]
Fair Value Measurements [Abstract]
Measurement input	0	0

FAIR VALUE MEASUREMENTS, Change

FAIR VALUE MEASUREMENTS, Changes in Fair Value of Level 3 Warrant Liabilities (Details)	5 Months Ended
	Dec. 31, 2020USD ($)
Warrant Liabilities [Member]
Unobservable Input Reconciliation [Roll Forward]
Fair value, beginning balance	$ 0
Initial measurement on October 6, 2020 (inclusive of the over-allotment	30,217,866
Transfer to Level 1	(30,375,000)
Change in fair value	15,007,134
Fair value, ending balance	14,850,000
Private Placement Warrant [Member]
Unobservable Input Reconciliation [Roll Forward]
Fair value, beginning balance	0
Initial measurement on October 6, 2020 (inclusive of the over-allotment	9,940,576
Transfer to Level 1	0
Change in fair value	4,909,424
Fair value, ending balance	14,850,000
Public [Member]
Unobservable Input Reconciliation [Roll Forward]
Fair value, beginning balance	0
Initial measurement on October 6, 2020 (inclusive of the over-allotment	20,277,290
Transfer to Level 1	(30,375,000)
Change in fair value	10,097,710
Fair value, ending balance	$ 0

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - Subsequent Events [Member] - NewCo [Member]	Apr. 23, 2021Right$ / sharesshares
Business Combination Agreement [Abstract]
Right to receive number of ordinary shares (in shares) | Right	1
Common stock, par value (in dollars per share) | $ / shares	$ 0
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares	1