Appreciate (SFRT) 10-K/A 24 May 21 2020 FY Annual report (amended) Financial data

Document And Entity Information

Document And Entity Information - USD ($)	5 Months Ended
	Dec. 31, 2020	Mar. 19, 2021	Jun. 30, 2020
Document Information Line Items
Entity Registrant Name	PROPTECH INVESTMENT CORP. II
Document Type	10-K/A
Current Fiscal Year End Date	--12-31
Entity Public Float			$ 244,490,000
Amendment Flag	true
Amendment Description	References throughout this Amendment No. 1 to the Annual Report on Form 10-K to “we,” “us,” the “Company” or “our company” are to PropTech Investment Corporation II unless the context otherwise indicates. This Amendment No. 1 ("Amendment No. 1") to the Annual Report on Form 10-K amends the Annual Report on Form 10-K of PropTech Investment Corporation II for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission ("SEC") on March 23, 2021 (the "Original Filing"). On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance on December 8, 2020, our warrants were accounted for as equity within our balance sheet. After discussion and evaluation, by the management of the Company and the Audit Committee of the Board of Directors of the Company, and taking into consideration the SEC Staff Statement, we have concluded that our warrants should be presented as liabilities with subsequent fair value remeasurement. As a result of the foregoing, on May 24, 2021, the Audit Committee of the Board of Directors of the Company, in consultation with its management, concluded that, after consideration of the SEC Staff statement, its previously issued financial statements for the period from August 6, 2020 (inception) through December 31, 2020 (the “Affected Period”), because of a misapplication in the guidance around accounting for our outstanding warrants to purchase Class A common stock (the “Warrants”), and should no longer be relied upon after consideration of the SEC Staff Statement. Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants, based on our application of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40”). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. We reassessed our accounting for the Warrants issued on December 8, 2020, in light of the SEC Staff’s Statement. Based on this reassessment, we determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in our statement of operations each reporting period. The change in accounting for the Warrants did not have any impact on our liquidity, cash flows, revenues or costs of operating our business and the other non-cash adjustments to the financial statements, of the Affected Period or in any of the periods included in Item 8, Financial Statements and Supplementary Data in this filing. The change in accounting for the Warrants does not impact the amounts previously reported for the Company’s cash and cash equivalents, investments held in the trust account, operating expenses or total cash flows from operations for any of these periods. In connection with the restatement, management has re-evaluated the effectiveness of the Company's disclosure controls and procedures and internal control over financial reporting as of December 31, 2020. The Company's management has concluded that in light of the misclassification described above, a material weakness exists in the Company's internal control over financial reporting and that the Company's disclosure controls and procedures were not effective. For a discussion of management's consideration of our disclosure controls and procedures, internal controls over financial reporting, and the material weaknesses identified, see Part II, Item 9A, “Controls and Procedures” of this Amendment No. 1. We are filing this Amendment No. 1 to amend and restate the Original Filing with modification as necessary to reflect the restatement. The following items have been amended to reflect the restatements: ● Part I, Item 1A. Risk Factors ● Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations ● Part II, Item 8. Financial Statements and Supplementary Data ● Part II, Item 9A Controls and Procedures In addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this Amendment No. 1 (Exhibits 31.1, 31.2, 32.1 and 32.2). Except as described above, no other information included in the Original Filing is being amended or updated by this Amendment No. 1 and this Amendment No. 1 does not purport to reflect any information or events subsequent to the Original Filing. This Amendment No. 1 continues to describe the conditions as of the date of the Original Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing.
Entity Central Index Key	0001821075
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Transition Report	false
Entity File Number	001-39758
Entity Incorporation, State or Country Code	DE
Entity Interactive Data Current	Yes
Class A common stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		23,000,000
Class B common stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		5,750,000

Balance Sheet

Balance Sheet	Dec. 31, 2020USD ($)
Current assets:
Cash	$ 1,834,812
Prepaid expenses	333,031
Total current assets	2,167,843
Investments held in Trust Account	230,007,668
Total assets	232,175,511
Current liabilities:
Accounts payable	10,865
Accrued expenses	82,196
Franchise tax payable	80,598
Total current liabilities	173,659
Deferred underwriting commissions	8,050,000
Derivative warrant liabilities	19,616,670
Total liabilities	27,840,329
Commitments and Contingencies
Class A common stock, $0.0001 par value; 19,933,518 shares subject to possible redemption at $10.00 per share	199,335,180
Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	9,177,818
Accumulated deficit	(4,178,698)
Total stockholders’ equity	5,000,002
Total Liabilities and Stockholders’ Equity	232,175,511
Class A Common Stock
Stockholders' Equity:
Common stock value	307
Total stockholders’ equity	307
Class B Common Stock
Stockholders' Equity:
Common stock value	575
Total stockholders’ equity	$ 575

Balance Sheet (Parentheticals)

Balance Sheet (Parentheticals)	5 Months Ended
	Dec. 31, 2020$ / sharesshares
Preferred stock par value (in Dollars per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock subject to possible redemption	19,933,518
Common stock, subject to possible redemption per value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, subject to possible redemption per share (in Dollars per share) | $ / shares	10
Common stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	100,000,000
Common stock, shares issued	3,066,482
Common stock, shares outstanding	3,066,482
Class B Common Stock
Common stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	10,000,000
Common stock, shares issued	5,750,000
Common stock, shares outstanding	5,750,000

Statement of Operations

Statement of Operations	5 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
General and administrative expenses	$ 45,819
Administrative expenses - related party	11,129
Franchise tax expenses	80,598
Loss from operations	(137,546)
Increase in fair value of derivative warrant liabilities	(3,471,670)
Financing costs related to derivative warrant liabilities	(577,150)
Net gain from investments held in Trust Account	7,668
Net loss	(4,178,698)
Class A Common Stock
Net loss
Weighted average shares outstanding (in Shares) | shares	23,000,000
Basic and diluted net income/income per share (in Dollars per share) | $ / shares	$ 0
Class B Common Stock
Net loss
Weighted average shares outstanding (in Shares) | shares	5,141,732
Basic and diluted net income/income per share (in Dollars per share) | $ / shares	$ (0.81)

Statement of Changes in Stockho

Statement of Changes in Stockholders’ Equity - 5 months ended Dec. 31, 2020 - USD ($)	Class A Common Stock	Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Aug. 05, 2020
Balance (in Shares) at Aug. 05, 2020
Issuance of Class B common stock		$ 575	24,425		25,000
Issuance of Class B common stock (in Shares)		5,750,000
Sale of shares in initial public offering, gross	$ 2,300		220,184,370		220,186,670
Sale of shares in initial public offering, gross (in Shares)	23,000,000
Offering costs			(12,616,120)		(12,616,120)
Sale of private placement warrants to Sponsor in private placement			918,330		918,330
Common stock subject to possible redemption	$ (1,993)		(199,333,187)		(199,335,180)
Common stock subject to possible redemption (in Shares)	(19,933,518)
Net loss				(4,178,698)	(4,178,698)
Balance at Dec. 31, 2020	$ 307	$ 575	$ 9,177,818	$ (4,178,698)	$ 5,000,002
Balance (in Shares) at Dec. 31, 2020	3,066,482	5,750,000

Statement of Cash Flows

Statement of Cash Flows	5 Months Ended
	Dec. 31, 2020USD ($)
Cash Flows from Operating Activities:
Net loss	$ (4,178,698)
Net gain from investments held in Trust Account	(7,668)
Increase in fair value of derivative warrant liabilities	3,471,670
Financing costs related to derivative warrant liabilities	577,150
Changes in operating assets and liabilities:
Prepaid expenses	(333,031)
Accounts payable	10,865
Accrued expenses	3,696
Franchise tax payable	80,598
Net cash used in operating activities	(375,418)
Cash Flows from Investing Activities:
Cash deposited in Trust Account	(230,000,000)
Net cash used in investing activities	(230,000,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor	25,000
Proceeds from note payable to related party	163,000
Repayment of note payable to related party	(163,000)
Proceeds received from initial public offering	230,000,000
Proceeds received from private placement	7,250,000
Offering costs paid	(5,064,770)
Net cash provided by financing activities	232,210,230
Net increase in cash	1,834,812
Cash - beginning of the period
Cash - end of the period	1,834,812
Supplemental disclosure of non-cash financing activities:
Offering costs included in accrued expenses	78,500
Deferred underwriting commissions in connection with the initial public offering	8,050,000
Initial value of Class A common stock subject to possible redemption	202,852,290
Change in initial value of Class A common stock subject to possible redemption	$ (3,517,110)

Description of Organization, Bu

Description of Organization, Business Operations and Basis of Presentation	5 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Description of Organization, Business Operations and Basis of Presentation	Note 1 — Description of Organization, Business Operations and Basis of Presentation PropTech Investment Corporation II (the “Company”) is a blank check company incorporated in Delaware on August 6, 2020 (inception). The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not yet commenced any operations. All activity for the period from August 6, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the preparation of the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments from the proceeds derived from the Initial Public Offering. The Company’s sponsor is HC PropTech Partners II LLC , The registration statement for the Company’s Initial Public Offering was declared effective on December 3, 2020. On , 2020, the Company consummated its Initial Public Offering of units (the “Units” and, with respect to the shares of Class A common stock included in the Units offered, the “Public Shares”), including additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.2 million, inclusive of approximately $8.1 million in deferred underwriting commissions (Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.3 million (Note 5). Upon the closing of the Initial Public Offering and the Private Placement of the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its 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 stockholders meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which public stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated 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 seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The Public Stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the representative of the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. These shares of Class A common stock were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Company’s Sponsor agreed (a) 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 a Business Combination, (b) not to propose an amendment to the Company’s amended and restated certificate of incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) and Private Placement Warrants (including underlying securities) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the amended and restated certificate of incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares and Private Placement Warrants (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or December 8, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirement of applicable law. The representative of the underwriters agreed to waive its rights to the deferred underwriting commission 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 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). The Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Basis of Presentation The accompanying financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the period as of December 31, 2020, and the period from August 6, 2020 (inception) through December 31, 2020 (the “Affected Period”), are restated in this Amendment No. 1 to Annual Report on Form 10-K (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited financial statements for such period. The restated financial statements are indicated as “Restated” in the audited financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Liquidity and Capital Resources As of December 31, 2020, the Company had approximately $1.8 million in cash, and working capital of approximately $2.1 million (not taking into account tax obligations that may be paid using the interest income earned from investments in the Trust Account). The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the proceeds of $25,000 from the sale of the Founder Shares (as defined in Note 5), and loan proceeds from the Sponsor of $163,000 under the Note (as defined in Note 5). The Company repaid the Note in full on December 8, 2020. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity needs have been satisfied through the net proceeds from the Initial Public Offering and the sale of the Private Placement Warrants held outside of the Trust Account. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from the date of this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	5 Months Ended
	Dec. 31, 2020
Condensed Financial Information Disclosure [Abstract]
Restatement of Previously Issued Financial Statements	Note 2 —Restatement of Previously Issued Financial Statements In May 2021, the Audit Committee of the Company, in consultation with management, concluded that, because of a misapplication of the accounting guidance related to its public and private placement warrants to purchase common stock that the Company issued in December 2020 (the “Warrants”), the Company’s previously issued financial statements for the Affected Period should no longer be relied upon. As such, the Company is restating its financial statements for the Affected Period included in this Annual Report. On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance on December 8, 2020, the Company’s warrants were accounted for as equity within the Company’s previously reported balance sheets. After discussion and evaluation by the management of the Company and the Company’s Audit Committee of the Board of Directors, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement. Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants, based on our application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. The Company reassessed its accounting for Warrants issued on December 8, 2020, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company Statement of Operations each reporting period. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued Financial Statements for the year ended December 31, 2020 should be restated because of a misapplication in the guidance around accounting for certain of our outstanding warrants to purchase common stock (the “Warrants”) and should no longer be relied upon. Impact of the Restatement The impact of the restatement on the balance sheet, statement of operations and statement of cash flows for the Affected Period is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. As of December 31, 2020 As Previously Reported Restatement Adjustment As Restated Balance Sheet Total assets $ 232,175,511 $ - $ 232,175,511 Liabilities and stockholders’ equity Total current liabilities $ 173,659 $ - $ 173,659 Deferred legal fees - - Deferred underwriting commissions 8,050,000 - 8,050,000 Derivative warrant liabilities - 19,616,670 19,616,670 Total liabilities 8,223,659 19,616,670 27,840,329 Class A common stock, $0.0001 par value; shares subject to possible redemption 218,951,850 (19,616,670 ) 199,335,180 Stockholders’ equity Preferred stock - $0.0001 par value - - - Class A common stock - $0.0001 par value 110 197 307 Class B common stock - $0.0001 par value 575 - 575 Additional paid-in-capital 5,129,195 4,048,623 9,177,818 Accumulated deficit (129,878 ) (4,048,820 ) (4,178,698 ) Total stockholders’ equity 5,000,002 - 5,000,002 Total liabilities and stockholders’ equity $ 232,175,511 $ - $ 232,175,511 Period From August 6, 2020 (Inception) Through December 31, 2020 As Previously Reported Restatement Adjustment As Restated Statement of Operations Loss from operations $ (137,546 ) $ - $ (137,546 ) Other (expense) income: Change in fair value of derivative warrant liabilities - (3,471,670 ) (3,471,670 ) Financing costs - derivative warrant liabilities - (577,150 ) (577,150 ) Net gain from investments held in Trust Account 7,668 - 7,668 Total other (expense) income 7,668 (4,048,820 ) (4,041,152 ) Net loss $ (129,878 ) $ (4,048,820 ) $ (4,178,698 ) Basic and Diluted weighted-average Class A common stock outstanding 23,000,000 - 23,000,000 Basic and Diluted net loss per Class A share $ 0.00 - $ 0.00 Basic and Diluted weighted-average Class B common stock outstanding 5,141,732 - 5,141,732 Basic and Diluted net loss per Class B share $ (0.03 ) $ (0.78 ) $ (0.81 ) Period From August 6, 2020 (Inception) Through December 31, 2020 As Previously Reported Restatement Adjustment As Restated Statement of Cash Flows Net loss $ (129,878 ) $ (4,048,820 ) $ (4,178,698 ) Adjustment to reconcile net loss to net cash used in operating activities (7,668 ) 4,048,820 4,041,152 Net cash used in operating activities (375,418 ) - (375,418 ) Net cash used in investing activities (230,000,000 ) - (230,000,000 ) Net cash provided by financing activities 232,210,230 - 232,210,230 Net change in cash $ 1,834,812 $ - $ 1,834,812 In addition, the impact to the balance sheet dated December 8, 2020, filed on Form 8-K on December 14, 2020 related to the impact of accounting for the public and private warrants as liabilities at fair value resulted in a $16.1 million increase to the derivative warrant liabilities line item at December 8, 2020 and offsetting decrease to the Class A common stock subject to possible redemption mezzanine equity line item. There is no change to total stockholders’ equity at the reported balance sheet date.

Summary of Significant Accounti

Summary of Significant Accounting Policies	5 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 3 — Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000, and investments held in the Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account were determined using available market information. 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. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of prepaid expenses, accounts payable, accrued expenses, and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in the Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. Treasury securities and are recognized at fair value. The fair value of investments held in the Trust Account is determined using quoted prices in active markets. The fair value of the Public Warrants issued in connection with the Initial Public Offering and the Private Placement Warrants have been measured at fair value using a Monte Carlo simulation model. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consist of legal, accounting, and underwriting fees, and other costs. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately $0.6 million is included in financing cost related to derivative warrant liabilities in the statement of operations and $12.6 million is included in stockholders’ equity. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, 19,933,518 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Loss Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per 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 the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 12,500,000 shares of Class A common stock in the calculation of diluted earnings per common share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per common share is the same as basic earnings per common share for the period presented. The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net loss per share, basic and diluted for Class A common stock is calculated by dividing the investment income earned on the Trust Account, net of applicable income and franchise taxes which resulted in $0 for the period from August 6, 2020 (inception) to December 31, 2020, by the weighted average number of shares of Class A common stock outstanding for the period. Net loss per share, basic and diluted for Class B common stock is calculated by dividing the net loss of approximately $4.2 million, less income attributable to Class A common stock, by the weighted average number of shares of Class B common stock outstanding for the period. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 7,666,667 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 4,833,333 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Initial Public Offering and the Private Placement Warrants have been measured at fair value using a Monte Carlo simulation model. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Initial Public Offering

Initial Public Offering	5 Months Ended
	Dec. 31, 2020
Initial Public Offering [Abstract]
Initial Public Offering	Note 4 — Initial Public Offering Public Units On , 2020, the Company consummated its Initial Public Offering of units (the “Units” and, with respect to the Class A common stock included in the Units offered, the “Public Shares”), including additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.2 million, inclusive of approximately $8.1 million in deferred underwriting commissions. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share.

Related Party Transactions

Related Party Transactions	5 Months Ended
	Dec. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On August 27, 2020, the Sponsor purchased 5,031,250 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.005 per share. On December 3, 2020, the Company effected a stock dividend of approximately 0.143 shares for each share of Class B common stock outstanding, resulting in an aggregate of 5,750,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock dividend. The Company’s initial stockholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.3 million Each warrant is exercisable to purchase one share of the Company’s Class A common stock at a price of $11.50 per share. Certain proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirement of applicable law) and the Private Placement Warrants will expire worthless. Promissory Note Related Party On August 6, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and was due on the earlier of March 31, 2021 or the completion of the Initial Public Offering. The Company borrowed $163,000 under the Note. The Company fully repaid the Note on December 8, 2020. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of notes may be converted upon consummation of a Business Combination into additional Private Placement Warrants at a price of $1.50 per Warrant. 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, the Company had no Working Capital Loans outstanding. Administrative Support Agreement The Company agreed to pay $15,000 a month for office space, utilities, and secretarial and administrative support to the Sponsor. Services commenced on the date the securities were first listed on the Nasdaq and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. For the period from August 6, 2020 (inception) through December 31, 2020, the Company incurred approximately $11,000 for these services. No amounts were due as of December 31, 2020.

Commitments and Contingencies

Commitments and Contingencies	5 Months Ended
	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic on the industry 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 The holders of the Founder Shares, Private Placement Warrants and any Warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement entered into on the effective date of the registration statement for the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form 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 the consummation of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriters exercised the option in full on December 8, 2020. The underwriters were entitled to a cash underwriting discount of 2.0% of the gross proceeds of the Initial Public Offering, or $4.6 million in the aggregate, which was paid upon closing of the Initial Public Offering. In addition, the representative of the underwriters will be entitled to a deferred fee of 3.5% of the gross proceeds of the Initial Public Offering, or approximately $8.1 million. The deferred fee will become payable to the representative of 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. Deferred Consulting Fee In October 2020, the Company entered into an agreement with a third party that will provide investor relations services pursuant to which the Company agreed to pay a $10,000 initial fee upon execution and a deferred success fee of $50,000 upon the consummation of the initial Business Combination.

Derivative Warrant Liabilities

Derivative Warrant Liabilities	5 Months Ended
	Dec. 31, 2020
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Warrant Liabilities	Note 7 — Derivative Warrant Liabilities As of December 31, 2020, the Company had 7,666,667 and 4,833,333 Public Warrants and Private Placement Warrants outstanding, respectively. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering, provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under certain circumstances). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, it will its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th business day after the closing of the initial Business Combination, the warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Additionally, 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 warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common shares 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. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. Once the warrants become exercisable, the Company may redeem the outstanding warrants (excluding the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption (the “30 day redemption period”); and ● if, and only if, the last sale price of Class A common stock equals or exceeds $18.00 per share(as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by the Company, it may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. 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 are, and the common shares issuable upon the exercise of the Private Placement Warrants are not, be transferable, assignable or salable until 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 will be non-redeemable 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. See Note 9 for additional information regarding the valuation of derivative warrant liabilities.

Stockholders' Equity

Stockholders' Equity	5 Months Ended
	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Note 8 — Stockholders’ Equity Preferred Stock Class A Common Stock Class B Common Stock Holders of the Company’s Class B common stock are entitled to one vote for each share. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

Fair Value Measurements

Fair Value Measurements	5 Months Ended
	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 9 — Fair Value Measurements The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: December 31, 2020 Description Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Assets: U.S. Treasury Bills $ 230,007,668 $ - $ - Liabilities: Derivative warrant liabilities - Public Warrants $ - $ - $ 11,883,330 Derivative warrant liabilities - Private Warrants $ - $ - $ 7,733,330 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels of the hierarchy in during the period from September 11, 2020 (inception) through December 31, 2020. There were no transfers between levels for the period from August 6, 2020 (inception) through December 31, 2020. The fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants were initially and subsequently been measured at fair value using a Monte Carlo simulation model at each measurement date. For the period ended December 31, 2020, the Company recognized a charge to the statement of operations resulting from an increase in the fair value of liabilities of approximately $3.5 million presented as change in fair value of derivative warrant liabilities on the accompanying statement of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of its Class A common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s Class A common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of As of December 31, Volatility 21.0 % 21.0 % Stock price $ 9.58 $ 10.12 Expected life of the options to convert 6.00 6.00 Risk-free rate 0.52 % 0.51 % Dividend yield 0.0 % 0.0 % The change in the fair value of the derivative warrant liabilities for the period from August 6, 2020 (inception) through December 31, 2020 is summarized as follows: Change in FV of warrant liablilities Public Warrants Private Warrants Derivative warrant liabilities at August 6, 2020 (inception) $ - $ - Issuance of Public and Private Warrants 6,331,670 9,813,330 Change in fair value of derivative warrant liabilities 1,401,667 2,070,000 Derivative warrant liabilities at December 31, 2020 $ 7,733,337 $ 11,883,330

Income Taxes

Income Taxes	5 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income Taxes	Note 10 — Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account, less any franchise taxes. The Company’s formation and operating costs are generally considered start-up costs and are not currently deductible. The income tax provision (benefit) consists of the following: December 31, 2020 Current Federal $ - State - Deferred Federal (27,274 ) State - Valuation allowance 27,274 Income tax provision $ - The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax assets: Net operating loss carryover $ 15,315 Start-up/Organization costs 11,959 Total deferred tax assets 27,274 Valuation allowance (27,274 ) Deferred tax asset, net of allowance $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate for the period from August 6, 2020 (inception) through December 31, 2020 is as follows: Statutory Federal income tax rate 21.0 % Financing costs (2.9 )% Change in fair value of warrant liabilities (17.4 )% Change in valuation Allowance (0.7 )% Effective Tax Rate 0.0 % There were no unrecognized tax benefits as of December 31, 2020. No amounts were accrued for the payment of 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. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Subsequent Events

Subsequent Events	5 Months Ended
	Dec. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	5 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000, and investments held in the Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Investments Held in the Trust Account	Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account were determined using available market information.
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.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of prepaid expenses, accounts payable, accrued expenses, and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in the Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. Treasury securities and are recognized at fair value. The fair value of investments held in the Trust Account is determined using quoted prices in active markets. The fair value of the Public Warrants issued in connection with the Initial Public Offering and the Private Placement Warrants have been measured at fair value using a Monte Carlo simulation model.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consist of legal, accounting, and underwriting fees, and other costs. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately $0.6 million is included in financing cost related to derivative warrant liabilities in the statement of operations and $12.6 million is included in stockholders’ equity.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, 19,933,518 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Net Loss Per Common Share	Net Loss Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per 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 the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 12,500,000 shares of Class A common stock in the calculation of diluted earnings per common share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per common share is the same as basic earnings per common share for the period presented. The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net loss per share, basic and diluted for Class A common stock is calculated by dividing the investment income earned on the Trust Account, net of applicable income and franchise taxes which resulted in $0 for the period from August 6, 2020 (inception) to December 31, 2020, by the weighted average number of shares of Class A common stock outstanding for the period. Net loss per share, basic and diluted for Class B common stock is calculated by dividing the net loss of approximately $4.2 million, less income attributable to Class A common stock, by the weighted average number of shares of Class B common stock outstanding for the period.
Derivative Warrant Liabilities	Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 7,666,667 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 4,833,333 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Initial Public Offering and the Private Placement Warrants have been measured at fair value using a Monte Carlo simulation model.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	5 Months Ended
	Dec. 31, 2020
Condensed Financial Information Disclosure [Abstract]
Schedule of restatement on the balance sheet	As of December 31, 2020 As Previously Reported Restatement Adjustment As Restated Balance Sheet Total assets $ 232,175,511 $ - $ 232,175,511 Liabilities and stockholders’ equity Total current liabilities $ 173,659 $ - $ 173,659 Deferred legal fees - - Deferred underwriting commissions 8,050,000 - 8,050,000 Derivative warrant liabilities - 19,616,670 19,616,670 Total liabilities 8,223,659 19,616,670 27,840,329 Class A common stock, $0.0001 par value; shares subject to possible redemption 218,951,850 (19,616,670 ) 199,335,180 Stockholders’ equity Preferred stock - $0.0001 par value - - - Class A common stock - $0.0001 par value 110 197 307 Class B common stock - $0.0001 par value 575 - 575 Additional paid-in-capital 5,129,195 4,048,623 9,177,818 Accumulated deficit (129,878 ) (4,048,820 ) (4,178,698 ) Total stockholders’ equity 5,000,002 - 5,000,002 Total liabilities and stockholders’ equity $ 232,175,511 $ - $ 232,175,511
Schedule of restatement on operation statement	Period From August 6, 2020 (Inception) Through December 31, 2020 As Previously Reported Restatement Adjustment As Restated Statement of Operations Loss from operations $ (137,546 ) $ - $ (137,546 ) Other (expense) income: Change in fair value of derivative warrant liabilities - (3,471,670 ) (3,471,670 ) Financing costs - derivative warrant liabilities - (577,150 ) (577,150 ) Net gain from investments held in Trust Account 7,668 - 7,668 Total other (expense) income 7,668 (4,048,820 ) (4,041,152 ) Net loss $ (129,878 ) $ (4,048,820 ) $ (4,178,698 ) Basic and Diluted weighted-average Class A common stock outstanding 23,000,000 - 23,000,000 Basic and Diluted net loss per Class A share $ 0.00 - $ 0.00 Basic and Diluted weighted-average Class B common stock outstanding 5,141,732 - 5,141,732 Basic and Diluted net loss per Class B share $ (0.03 ) $ (0.78 ) $ (0.81 )
Schedule of restatement on Cash flow statement	Period From August 6, 2020 (Inception) Through December 31, 2020 As Previously Reported Restatement Adjustment As Restated Statement of Cash Flows Net loss $ (129,878 ) $ (4,048,820 ) $ (4,178,698 ) Adjustment to reconcile net loss to net cash used in operating activities (7,668 ) 4,048,820 4,041,152 Net cash used in operating activities (375,418 ) - (375,418 ) Net cash used in investing activities (230,000,000 ) - (230,000,000 ) Net cash provided by financing activities 232,210,230 - 232,210,230 Net change in cash $ 1,834,812 $ - $ 1,834,812

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	5 Months Ended
	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Schedule of fair value on a recurring basis	Description Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Assets: U.S. Treasury Bills $ 230,007,668 $ - $ - Liabilities: Derivative warrant liabilities - Public Warrants $ - $ - $ 11,883,330 Derivative warrant liabilities - Private Warrants $ - $ - $ 7,733,330
Schedule of fair value inputs measurements	As of As of December 31, Volatility 21.0 % 21.0 % Stock price $ 9.58 $ 10.12 Expected life of the options to convert 6.00 6.00 Risk-free rate 0.52 % 0.51 % Dividend yield 0.0 % 0.0 %
Schedul eof change in FV of warrant liablilities	Public Warrants Private Warrants Derivative warrant liabilities at August 6, 2020 (inception) $ - $ - Issuance of Public and Private Warrants 6,331,670 9,813,330 Change in fair value of derivative warrant liabilities 1,401,667 2,070,000 Derivative warrant liabilities at December 31, 2020 $ 7,733,337 $ 11,883,330

Income Taxes (Tables)

Income Taxes (Tables)	5 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Schedule of income tax provision	December 31, 2020 Current Federal $ - State - Deferred Federal (27,274 ) State - Valuation allowance 27,274 Income tax provision $ -
Schedule of deferred tax assets and liabilities	December 31, 2020 Deferred tax assets: Net operating loss carryover $ 15,315 Start-up/Organization costs 11,959 Total deferred tax assets 27,274 Valuation allowance (27,274 ) Deferred tax asset, net of allowance $ -
Schedule of Reconciliation of the expected tax expense (benefit)	Statutory Federal income tax rate 21.0 % Financing costs (2.9 )% Change in fair value of warrant liabilities (17.4 )% Change in valuation Allowance (0.7 )% Effective Tax Rate 0.0 %

Description of Organization, _2

Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($)	Dec. 08, 2020	Aug. 27, 2020	Dec. 31, 2020
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Other offering costs	$ 13,200,000
Deferred underwriting commissions	$ 8,100,000
Net proceeds		$ 25,000	$ 25,000
Per Shares Unit (in Dollars per share)			$ 10
Percentage of trust account required for business combination			80.00%
Business acquisition percentage			50.00%
Net tangible asset			$ 5,000,001
Public shares, percentage			15.00%
PublicSharesProrataPotionAmount			$ 10
InterestDissolutionExpenses			$ 100,000
Business combination agreement, description			The Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
Operating bank account			$ 1,800,000
Working capital			2,100,000
Proceeds from sale amount			25,000
Loaned from sponsor			$ 163,000
Initial Public Offering [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Number of shares issued (in Shares)	23,000,000
Gross proceeds	$ 230,000,000
Over-Allotment Option [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Number of shares issued (in Shares)	3,000,000
Share price per share (in Dollars per share)	$ 10
Private Placement [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Number of shares issued (in Shares)			4,833,333
Share price per share (in Dollars per share)			$ 1.50
Initial Public Offering and the Private Placement [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Net proceeds			$ 230,000,000
Sponsor [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Gross Proceeds of approximately			$ 7,300,000

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details) $ in Millions	Dec. 08, 2020USD ($)
Condensed Financial Information Disclosure [Abstract]
Warrants liabilities fair value	$ 16.1

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on the balance sheet	Dec. 31, 2020USD ($)
As Previously Reported [Member]
Balance Sheet
Total assets	$ 232,175,511
Total current liabilities	173,659
Deferred underwriting commissions	8,050,000
Total liabilities	8,223,659
Class A common stock, $0.0001 par value; shares subject to possible redemption	218,951,850
Stockholders’ equity
Preferred stock value
Additional paid-in-capital	5,129,195
Accumulated deficit	(129,878)
Total stockholders’ equity	5,000,002
Total liabilities and stockholders’ equity	232,175,511
As Previously Reported [Member] | Common Class A [Member]
Stockholders’ equity
Common stock value	110
As Previously Reported [Member] | Common Class B [Member]
Stockholders’ equity
Common stock value	575
Restatement Adjustment [Member]
Balance Sheet
Total assets
Total current liabilities
Deferred underwriting commissions
Derivative warrant liabilities	19,616,670
Total liabilities	19,616,670
Class A common stock, $0.0001 par value; shares subject to possible redemption	(19,616,670)
Stockholders’ equity
Preferred stock value
Additional paid-in-capital	4,048,623
Accumulated deficit	(4,048,820)
Total stockholders’ equity
Total liabilities and stockholders’ equity
Restatement Adjustment [Member] | Common Class A [Member]
Stockholders’ equity
Common stock value	197
Restatement Adjustment [Member] | Common Class B [Member]
Stockholders’ equity
Common stock value
As Restated [Member]
Balance Sheet
Total assets	232,175,511
Total current liabilities	173,659
Deferred underwriting commissions	8,050,000
Derivative warrant liabilities	19,616,670
Total liabilities	27,840,329
Class A common stock, $0.0001 par value; shares subject to possible redemption	199,335,180
Stockholders’ equity
Preferred stock value
Additional paid-in-capital	9,177,818
Accumulated deficit	(4,178,698)
Total stockholders’ equity	5,000,002
Total liabilities and stockholders’ equity	232,175,511
As Restated [Member] | Common Class A [Member]
Stockholders’ equity
Common stock value	307
As Restated [Member] | Common Class B [Member]
Stockholders’ equity
Common stock value	$ 575

Restatement of Previously Iss_5

Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on the balance sheet (Parentheticals)	Dec. 31, 2020$ / shares
As Previously Reported [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock, par value	$ 0.0001
As Previously Reported [Member] | Common Class A [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock, par value	0.0001
As Previously Reported [Member] | Common Class B [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock, par value	0.0001
Restatement Adjustment [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock, par value	0.0001
Restatement Adjustment [Member] | Common Class A [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock, par value	0.0001
Restatement Adjustment [Member] | Common Class B [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock, par value	0.0001
As Restated [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock, par value	0.0001
As Restated [Member] | Common Class A [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock, par value	0.0001
As Restated [Member] | Common Class B [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock, par value	$ 0.0001

Restatement of Previously Iss_6

Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on operation statement	5 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
As Previously Reported [Member]
Statement of Operations
Loss from operations	$ (137,546)
Net gain from investments held in Trust Account	7,668
Total other (expense) income	7,668
Net loss	$ (129,878)
As Previously Reported [Member] | Common Class A [Member]
Statement of Operations
Basic and Diluted weighted-average outstanding (in Shares) | shares	23,000,000
Basic and Diluted net loss per share (in Dollars per share) | $ / shares	$ 0
As Previously Reported [Member] | Common Class B [Member]
Statement of Operations
Basic and Diluted weighted-average outstanding (in Shares) | shares	5,141,732
Basic and Diluted net loss per share (in Dollars per share) | $ / shares	$ (0.03)
Restatement Adjustment [Member]
Statement of Operations
Loss from operations
Change in fair value of derivative warrant liabilities	(3,471,670)
Financing costs - derivative warrant liabilities	(577,150)
Total other (expense) income	(4,048,820)
Net loss	$ (4,048,820)
Restatement Adjustment [Member] | Common Class B [Member]
Statement of Operations
Basic and Diluted net loss per share (in Dollars per share) | $ / shares	$ (0.78)
As Restated [Member]
Statement of Operations
Loss from operations	$ (137,546)
Change in fair value of derivative warrant liabilities	(3,471,670)
Financing costs - derivative warrant liabilities	(577,150)
Net gain from investments held in Trust Account	7,668
Total other (expense) income	(4,041,152)
Net loss	$ (4,178,698)
As Restated [Member] | Common Class A [Member]
Statement of Operations
Basic and Diluted weighted-average outstanding (in Shares) | shares	23,000,000
Basic and Diluted net loss per share (in Dollars per share) | $ / shares	$ 0
As Restated [Member] | Common Class B [Member]
Statement of Operations
Basic and Diluted weighted-average outstanding (in Shares) | shares	5,141,732
Basic and Diluted net loss per share (in Dollars per share) | $ / shares	$ (0.81)

Restatement of Previously Iss_7

Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on Cash flow statement	5 Months Ended
	Dec. 31, 2020USD ($)
As Previously Reported [Member]
Statement of Cash Flows
Net loss	$ (129,878)
Adjustment to reconcile net loss to net cash used in operating activities	(7,668)
Net cash used in operating activities	(375,418)
Net cash used in investing activities	(230,000,000)
Net cash provided by financing activities	232,210,230
Net change in cash	1,834,812
Restatement Adjustment [Member]
Statement of Cash Flows
Net loss	(4,048,820)
Adjustment to reconcile net loss to net cash used in operating activities	4,048,820
As Restated [Member]
Statement of Cash Flows
Net loss	(4,178,698)
Adjustment to reconcile net loss to net cash used in operating activities	4,041,152
Net cash used in operating activities	(375,418)
Net cash used in investing activities	(230,000,000)
Net cash provided by financing activities	232,210,230
Net change in cash	$ 1,834,812

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Details)	5 Months Ended
	Dec. 31, 2020USD ($)shares
Summary of Significant Accounting Policies (Details) [Line Items]
Federal depository insurance coverage	$ 250,000
Total offering costs of initial public offering	600,000
Financing cost related to derivative warrant liabilities	577,150
Net of applicable income and franchise taxes	$ 0
Initial Public Offering [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Number of warrants issued (in Shares) | shares	7,666,667
Private Placement Warrants [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Number of warrants issued (in Shares) | shares	4,833,333
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Subject to possible redemption (in Shares) | shares	19,933,518
Aggregate purchase to common stock (in Shares) | shares	12,500,000
Class B Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Net loss	$ 4,200,000

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions	Dec. 08, 2020	Dec. 31, 2020
Initial Public Offering (Details) [Line Items]
Warrant common stock price per share		$ 0.01
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Units issued	23,000,000
Gross proceeds from initial public offering	$ 230
Offering costs	13.2
Deferred underwriting commission	$ 8.1
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Additional units issued	3,000,000
Price per share	$ 10
Class A Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Common stock par value		0.0001
Warrant common stock price per share		$ 11.50

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Dec. 03, 2020	Aug. 27, 2020	Dec. 31, 2020	Dec. 08, 2020	Aug. 06, 2020	Aug. 05, 2020
Related Party Transactions (Details) [Line Items]
Aggregate of share issued		$ 25,000	$ 25,000
Price per share (in Dollars per share)		$ 0.005
Stock dividend, description	On December 3, 2020, the Company effected a stock dividend of approximately 0.143 shares for each share of Class B common stock outstanding, resulting in an aggregate of 5,750,000 shares of Class B common stock outstanding.
Business combination, description			The Company’s initial stockholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Warrants price per share (in Dollars per share)			$ 0.01
Borrowed loan				$ 163,000
Office space			$ 15,000
General and administrative expenses			$ 11,000
Working Capital Loans [Member]
Related Party Transactions (Details) [Line Items]
Warrants price per share (in Dollars per share)			$ 1.50
Related party transaction			$ 1,500,000
Promissory Note Related Party [Member]
Related Party Transactions (Details) [Line Items]
Aggregate principal amount					$ 300,000
Private Placement Warrants [Member]
Related Party Transactions (Details) [Line Items]
Aggregate purchase price (in Shares)			4,833,333
Warrants price per share (in Dollars per share)			$ 1.50
Net Proceeds			$ 7,300,000
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Issuance of ordinary shares (in Shares)		5,031,250	5,750,000
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Aggregate of share issued			$ 575
Common stock outstanding (in Shares)	5,750,000		5,750,000
Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Issuance of ordinary shares (in Shares)
Common stock, par value (in Dollars per share)			$ 0.0001
Aggregate of share issued
Common stock outstanding (in Shares)			3,066,482
Warrants price per share (in Dollars per share)			$ 11.50

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	1 Months Ended	5 Months Ended
	Oct. 31, 2020	Dec. 31, 2020
Commitments and Contingencies (Details) [Line Items]
Underwriting discount percentage		2.00%
Underwriting expense		$ 4,600,000
Underwriters deferred fee percentage		3.50%
Gross proceeds		$ 8,100,000
Agreed pay to initial fee	$ 10,000
Deferred underwriting fees	$ 50,000
IPO [Member]
Commitments and Contingencies (Details) [Line Items]
Additional units to cover over-allotment (in Shares)		3,000,000

Derivative Warrant Liabilities

Derivative Warrant Liabilities (Details) - USD ($)	5 Months Ended
	Dec. 31, 2020	Dec. 08, 2020
Derivative Warrant Liabilities (Details) [Line Items]
Warrants excercise price	$ 0.01
Market value percentage	180.00%
Common stock equals or exceeds price per share	$ 10.12	$ 9.58
Warrant [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Public warrants (in Shares)	7,666,667
Private placement warrants outstanding (in Dollars)	$ 4,833,333
Warrants excercise price	$ 11.50
Total equity proceeds, percentage	60.00%
Business combination market price per share	$ 9.20
Market value percentage	115.00%
Redemption trigger price per share	$ 18
Class A Common Stock [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Warrants excercise price	11.50
Common stock equals or exceeds price per share	18
Class A Common Stock [Member] | Warrant [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Business combination effective issue price per share	$ 9.20

Stockholders' Equity (Details)

Stockholders' Equity (Details) - $ / shares	Dec. 03, 2020	Dec. 31, 2020	Aug. 27, 2020
Stockholders' Equity (Details) [Line Items]
Preferred Stock, Shares Authorized		1,000,000
Prefered stock, par value (in Dollars per share)		$ 0.0001
Common stock dividend per share (in Dollars per share)	$ 0.143
Common stock outstanding percentage		20.00%
Class A Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized		100,000,000
Common stock, par value (in Dollars per share)		$ 0.0001
Common stock, shares issued		3,066,482
Common stock, shares outstanding		3,066,482
Common stock to possible redemption		19,933,518
Common Class B [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized		10,000,000
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock, shares issued		5,750,000	5,031,250
Common stock, shares outstanding	5,750,000	5,750,000

Fair Value Measurements (Detail

Fair Value Measurements (Details) $ in Millions	5 Months Ended
	Dec. 31, 2020USD ($)
Fair Value Disclosures [Abstract]
Increase in the fair value of liabilities	$ 3.5

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of fair value on a recurring basis	5 Months Ended
	Dec. 31, 2020USD ($)
Quoted Prices in Active Markets (Level 1) [Member] | U.S. Treasury Bills [Member]
Assets:
Total assets	$ 230,007,668
Quoted Prices in Active Markets (Level 1) [Member] | Derivative warrant liabilities - Public Warrants [Member]
Assets:
Total liabilities
Quoted Prices in Active Markets (Level 1) [Member] | Derivative warrant liabilities - Private Warrants [Member]
Assets:
Total liabilities
Significant Other Observable Inputs (Level 2) [Member] | U.S. Treasury Bills [Member]
Assets:
Total assets
Significant Other Observable Inputs (Level 2) [Member] | Derivative warrant liabilities - Public Warrants [Member]
Assets:
Total liabilities
Significant Other Observable Inputs (Level 2) [Member] | Derivative warrant liabilities - Private Warrants [Member]
Assets:
Total liabilities
Significant Other Unobservable Inputs (Level 3) [Member] | U.S. Treasury Bills [Member]
Assets:
Total assets
Significant Other Unobservable Inputs (Level 3) [Member] | Derivative warrant liabilities - Public Warrants [Member]
Assets:
Total liabilities	11,883,330
Significant Other Unobservable Inputs (Level 3) [Member] | Derivative warrant liabilities - Private Warrants [Member]
Assets:
Total liabilities	$ 7,733,330

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of fair value inputs measurements - $ / shares	Dec. 08, 2020	Dec. 31, 2020
Schedule of fair value inputs measurements [Abstract]
Volatility	21.00%	21.00%
Stock price (in Dollars per share)	$ 9.58	$ 10.12
Expected life of the options to convert	6 years	6 years
Risk-free rate	0.52%	0.51%
Dividend yield	0.00%	0.00%

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedul eof change in FV of warrant liablilities	5 Months Ended
	Dec. 31, 2020USD ($)
Public Warrants [Member]
Fair Value Measurements (Details) - Schedul eof change in FV of warrant liablilities [Line Items]
Derivative warrant liabilities beginning
Derivative warrant liabilities ending	7,733,337
Issuance of Public and Private Warrants	6,331,670
Change in fair value of derivative warrant liabilities	1,401,667
Private Warrants [Member]
Fair Value Measurements (Details) - Schedul eof change in FV of warrant liablilities [Line Items]
Derivative warrant liabilities beginning
Derivative warrant liabilities ending	11,883,330
Issuance of Public and Private Warrants	9,813,330
Change in fair value of derivative warrant liabilities	$ 2,070,000

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of income tax provision	5 Months Ended
	Dec. 31, 2020USD ($)
Current
Federal
State
Deferred
Federal	(27,274)
State
Valuation allowance	27,274
Income tax provision

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of deferred tax assets and liabilities	Dec. 31, 2020USD ($)
Deferred tax assets:
Net operating loss carryover	$ 15,315
Start-up/Organization costs	11,959
Total deferred tax assets	27,274
Valuation allowance	(27,274)
Deferred tax asset, net of allowance

Income Taxes (Details) - Sche_3

Income Taxes (Details) - Schedule of Reconciliation of the expected tax expense (benefit)	5 Months Ended
	Dec. 31, 2020
Schedule of Reconciliation of the expected tax expense (benefit) [Abstract]
Statutory Federal income tax rate	21.00%
Financing costs	(2.90%)
Change in fair value of warrant liabilities	(17.40%)
Change in Valuation Allowance	(0.70%)
Effective Tax Rate	0.00%