Cascade Acquisition (CAS) 10-K/A 30 Dec 21 2020 FY Annual report (amended) Financial data

Document And Entity Information

Document And Entity Information - USD ($)	5 Months Ended
	Dec. 31, 2020	Dec. 30, 2021
Document Information Line Items
Entity Registrant Name	Cascade Acquisition Corp
Document Type	10-K/A
Current Fiscal Year End Date	--12-31
Entity Public Float	$ 234,602,500
Amendment Flag	true
Amendment Description	Cascade Acquisition Corp. (the “Company,” “we”, “our” or “us”) is filing this Amendment No. 2 to the Annual Report on Form 10-K, or this Amendment, to amend our Annual Report on Form 10-K for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2021, as amended on June 29, 2021, or the Original Filing, to restate our financial statements as of December 31, 2020 and for the period from August 14, 2020 (inception) through December 31, 2020 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2021, as amended on June 29, 2021, (the “Original Financial Statements”). In connection with the preparation of the Company’s financial statements as of September 30, 2021, the Company’s management, in consultation with its advisors, identified an error made in certain of its previously issued financial statements, arising from the manner in which, as of the closing of the Company’s initial public offering, the Company valued its Class A common stock subject to possible redemption. The Company previously determined the value of such Class A common stock to be equal to the redemption value of such shares of Class A common stock, after taking into consideration the terms of the Company’s Amended and Restated Certificate of Incorporation, under which a redemption cannot result in net tangible assets being less than $5,000,001. Management has now determined, after consultation with its advisors, that the shares of Class A common stock underlying the units issued during the initial public offering can be redeemed or become redeemable subject to the occurrence of future events considered to be outside the Company’s control. Therefore, management has concluded that the redemption value of its shares of Class A common stock subject to possible redemption should reflect the possible redemption of all shares of Class A common stock. As a result, management has noted a reclassification error related to temporary equity and permanent equity. This has resulted in a restatement of the initial carrying value of the shares of Class A common stock subject to possible redemption, with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation differs from the previously presented method of earnings per share, which was similar to the two-class method. As a result, on November 13, 2021, after consultation with Marcum LLP, the Company’s independent registered public accounting firm, the Company’s management together with the audit committee of the Company’s board of directors concluded that the Original Financial Statements should no longer be relied upon and are to be restated to report all Class A redeemable shares as temporary equity and to correct the earnings per share calculation. The Company has not amended its Current Report on Form 8-K filed on December 1, 2020 for the period affected by the restatement. The audited balance sheet as of November 24, 2021 included therein (the “Post-IPO Balance Sheet”) is superseded by the information in this Amendment, and therefore should no longer be relied upon.The restatement is more fully described in Note 2 of the notes to the financial statements included herein. In addition, Item 7 – the Management Discussion & Analysis, Item 2 – Risk Factors, and Item 9A – Controls and Procedures have been updated to detail further disclosure of the effects and actions taken by management and the Board of Directors. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Company’s principal executive officers and principal financial officer are filed as exhibits (in Exhibits 31.1, 31.2, 32.1 and 32.2) to this Amendment under Item 15 of Part IV hereof. Except as described above, this Amendment does not amend, update or change any other items or disclosures contained in the Original Filing, and accordingly, this Amendment does not reflect or purport to reflect any information or events since the Original Filing or modify or update those disclosures affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Original Filing. Internal Control and Disclosure Controls Considerations In connection with this restatement, the Company’s management has concluded that in light of the classification error 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. See Item 9A, Controls and Procedures. Items Amended in this Annual Report This annual report presents the Original Report, amended and restated with modifications necessary to reflect the restatements, but without any other amendments, modifications or updates. As such, this Amended Annual Report speaks only as of the date the Original Report was filed, and should be read in conjunction with our other SEC filings, including our SEC filings subsequent to the date of the Original Report. 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 Part IV, Item 15. Exhibits, Financial Statement Schedules. In addition, our Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing in connection with this annual report (Exhibits 31.1, 31.2, 32.1 and 32.2). We have not amended our previously filed Current Report on Form 8-K filed on December 1, 2020 for the periods affected by the restatement. The financial information that has been previously filed or otherwise reported for these periods is superseded by the information in this Amended Annual Report, and the financial statements and related financial information contained in such previously filed reports should no longer be relied upon.
Entity Central Index Key	0001822309
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	001-39728
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 (As Restated)

Balance Sheet (As Restated)	Dec. 31, 2020USD ($)
Current Assets
Cash	$ 1,277,708
Prepaid expenses	285,823
Total Current Assets	1,563,531
Cash and marketable securities held in Trust Account	232,296,529
TOTAL ASSETS	233,860,060
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities - accrued expenses	88,747
Warrant liabilities	26,815,120
Deferred underwriting payable	6,854,750
Total Liabilities	33,758,617
Commitments
Temporary Equity
Class A common stock subject to possible redemption, 23,000,000 shares at redemption value of $10.10	232,300,000
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; no shares issued or outstanding (excluding 23,000,000 shares subject to possible redemption)
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding	575
Additional paid-in capital
Accumulated deficit	(32,199,132)
Total Stockholders’ Deficit	(32,198,557)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$ 233,860,060

Balance Sheet (As Restated) (Pa

Balance Sheet (As Restated) (Parentheticals)	Dec. 31, 2020$ / sharesshares
Preferred stock par value (in Dollars per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Subject to possible redemption shares redemption	23,000,000
Common stock, shares redemption value (in Dollars per share) | $ / shares	$ 10.10
Common stock par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	200,000,000
Common stock, shares issued
Common stock, shares outstanding
Class B Common Stock
Common stock par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	20,000,000
Common stock, shares issued	5,750,000
Common stock, shares outstanding	5,750,000

Statement of Operations (As Res

Statement of Operations (As Restated)	5 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
Income Statement [Abstract]
Formation and operating costs	$ 155,529
Loss from operations	(155,529)
Other expense:
Interest earned on marketable securities held in Trust Account	22,540
Unrealized loss on marketable securities held in Trust Account	(26,011)
Change in fair value of warrant liabilities	(7,098,120)
Transaction costs allocable to warrant liabilities	(571,555)
Other expense, net	(7,673,146)
Net loss	$ (7,828,675)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption (in Shares) | shares	5,798,561
Basic and diluted net loss per share, Class A common stock subject to possible redemption (in Dollars per share) | $ / shares	$ (0.72)
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares) | shares	5,126,923
Basic and diluted net loss per share, Non-redeemable common stock (in Dollars per share) | $ / shares	$ (0.72)

Statement of Changes In Stockho

Statement of Changes In Stockholders’ Deficit (As Restated) - 5 months ended Dec. 31, 2020 - USD ($)	Class BCommon Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Aug. 13, 2020
Issuance of Class B common stock to Sponsor	$ 575	24,425		25,000
Issuance of Class B common stock to Sponsor (in Shares)	5,750,000
Accretion for Class A common stock to redemption amount		(24,425)	(24,370,457)	(24,394,882)
Net loss			(7,828,675)	(7,828,675)
Balance at Dec. 31, 2020	$ 575		$ (32,199,132)	$ (32,198,557)
Balance (in Shares) at Dec. 31, 2020	5,750,000

Statement of Cash Flows (As Res

Statement of Cash Flows (As Restated)	5 Months Ended
	Dec. 31, 2020USD ($)
Cash Flows from Operating Activities:
Net loss	$ (7,828,675)
Interest earned on marketable securities held in Trust Account	(22,540)
Unrealized loss on marketable securities held in Trust Account	26,011
Change in fair value of warrant liabilities	7,098,120
Transaction costs allocable to warrant liabilities	571,555
Changes in operating assets and liabilities:
Prepaid expenses	(285,823)
Accrued expenses	88,747
Net cash used in operating activities	(352,605)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(232,300,000)
Net cash used in investing activities	(232,300,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor	25,000
Proceeds received from initial public offering, net of underwriting fees paid	226,083,000
Proceeds received from Private Placement Warrants	8,217,000
Proceeds received from promissory note – related party	172,046
Repayment of promissory note – related party	(172,046)
Payment of offering costs	(394,687)
Net cash provided by financing activities	233,930,313
Net Change in Cash	1,277,708
Cash – Beginning of period
Cash – End of period	1,277,708
Non-Cash investing and financing activities:
Initial classification of warrant liabilities	19,717,000
Deferred underwriting fee in connection with the initial public offering	$ 6,854,750

Description of Organization and

Description of Organization and Business Operations	5 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Cascade Acquisition Corp. (the “Company”) was incorporated in Delaware on August 14, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from August 14, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statements for the Company’s Initial Public Offering were declared effective on November 19, 2020. On November 24, 2020, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,317,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Cascade Acquisition Holdings LLC (the “Sponsor”), generating gross proceeds of $7,317,000, which is described in Note 5. Following the closing of the Initial Public Offering on November 24, 2020, an amount of $202,000,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. On December 9, 2020, pursuant to the full exercise of the underwriters’ over-allotment option, the Company consummated the sale of an additional 3,000,000 Units, at $10.00 per Unit. Also on December 9, 2020, pursuant to provision of the sponsor warrant purchase agreement, the Company consummated the sale of an additional 900,000 Private Placement Warrants, at $1.00 per Private Placement Warrant. Combined sales of Units and Private Placement Warrants generated total gross proceeds of $30,900,000. A total of $30,300,000 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $232,300,000. Transaction costs amounted to $11,166,437, consisting of $3,917,000 of underwriting fees, $6,854,750 of deferred underwriting fees and $394,687 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the 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 redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by May 24, 2022 (or until November 24, 2022 if the Company extends the period of time to consummate a Business Combination) and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The Company will have until May 24, 2022 to complete a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination by May 24, 2022, the Company may extend the period of time to consummate a Business Combination by an additional six months (until November 24, 2022 to complete a Business Combination) (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $2,000,000, or $2,300,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per Public Share in either case), on or prior to the date of the deadline. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the amount of funds deposited into the Trust Account ($10.10). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.10 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per Public Share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accountants), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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 Amendment No. 1 to the Annual Report on Form 10-K/A for the year ended December 31, 2020 (“Amendment 1”) The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement. In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. In addition, the Company allocated offering costs to the Warrants and, thus, expensed those costs as of November 24, 2020. The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported cash or investments held in the trust account, operating expenses or cash. As Previously Reported in Form 10-K Adjustments As Restated in Form 10-K Amendment 1 Balance sheet as of November 24, 2020 Warrant Liabilities $ — $ 17,317,000 $ 17,317,000 Class A Common Stock Subject to Possible Redemption 192,822,080 (17,317,000 ) 175,505,080 Class A Common Stock 91 171 262 Additional Paid-in Capital 5,002,817 488,884 5,491,701 Accumulated Deficit (3,478 ) (489,055 ) (492,533 ) Balance sheet as of December 31, 2020 Warrant Liabilities $ — $ 26,815,120 $ 26,815,120 Class A Common Stock Subject to Possible Redemption 221,916,560 (26,815,120 ) 195,101,440 Class A Common Stock 103 265 368 Additional Paid-in Capital 5,158,325 7,669,410 12,827,735 Accumulated Deficit (159,000 ) (7,669,675 ) (7,828,675 ) Statement of Operations for the Period from August 14, 2020 (inception) to December 31, 2020 Change in fair value of warrant liabilities — (7,098,120 ) (7,098,120 ) Transaction costs allocable to warrant liabilities — (571,555 ) (571,555 ) Net loss (159,000 ) (7,669,675 ) (7,828,675 ) Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 20,813,265 (1,855,844 ) 18,957,421 Basic and diluted weighted average shares outstanding, Non-redeemable common stock 5,403,148 528,201 5,931,349 Basic and diluted net loss per share, Non-redeemable common stock (0.03 ) (1.29 ) (1.32 ) Statement of Changes in Stockholder’s Equity for the Period from August 14, 2020 (inception) to December 31, 2020 Sale of units in initial public offering, net of offering costs and warrant liability – Additional Paid-in Capital 218,831,263 (10,928,445 ) 207,902,818 Sale of private placement warrants to Sponsor in private placement – Additional Paid-in Capital 8,217,000 (8,217,000 ) — Class A common stock subject to possible redemption – Class A Common Stock (2,197 ) 265 (1,932 ) Class A common stock subject to possible redemption – Additional Paid-in Capital (221,914,363 ) 26,814,855 (195,099,508 ) Net Loss (159,000 ) (7,668,793 ) (7,827,793 ) Cash Flow Statement for the Period from August 14, 2020 (inception) to December 31, 2020 Net loss $ (159,000 ) $ (7,669,675 ) $ (7,828,675 ) Transaction costs allocable to warrant liabilities — 571,555 571,555 Change in fair value of warrant liabilities — 7,098,120 7,098,120 Initial classification of Class A common stock subject to possible redemption 222,072,084 (19,717,000 ) 202,355,084 Change in value of Class A common stock subject to possible redemption (155,524 ) (7,098,120 ) (7,253,644 ) Amendment No. 2 to the Annual Report on Form 10-K/A for the year ended December 31, 2020 (“Amendment 2”) In connection with the preparation of the Company’s financial statements as of September 30, 2021, management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its Class A common stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value, while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Class A common stock subject to possible redemption underlying the Units issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that temporary equity should include all shares of Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a classification error related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also restated its income (loss) per common share calculation to allocate net income (loss) evenly to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. There has been no change in the Company’s total assets, liabilities or operating results. As Previously Restated in Form 10-KA Amendment 1 Adjustment As Balance Sheet as of December 31, 2020 (audited) Common stock subject to possible redemption $ 195,101,440 $ 37,198,560 $ 232,300,000 Common stock $ 368 $ (368 ) $ — Additional paid-in capital $ 12,827,735 $ (12,827,735 ) $ — Accumulated deficit $ (7,828,675 ) $ (24,370,457 ) $ (32,199,132 ) Total Stockholders’ Equity (Deficit) $ 5,000,003 $ (37,198,560 ) $ (32,198,557 ) Shares of Class A common stock subject to redemption 19,317,263 3,682,737 23,000,000 Shares of Class A common stock 3,682,737 (3,682,737 ) — Statement of Changes in Stockholders’ Equity (Deficit) for the Period from August 14, 2020 (Inception) Through December 31, 2020 (Audited) Sale of 23,000,000 Units, net of underwriting discounts, offering costs and warrant liability 207,905,118 (207,905,118 ) — Common stock subject to redemption 195,101,440 (195,101,440 ) — Accretion for Class A common stock to redemption amount — (24,394,882 ) (24,394,882 ) Total Stockholders’ Equity (Deficit) $ 5,000,003 $ (37,198,560 ) $ (32,198,557 ) Statement of Cash Flows for the period from August 14, 2020 (inception) through December 31, 2020 (audited) Initial classification of Class A common stock subject to possible redemption 202,355,084 202,355,084 — Change in value of Class A common stock subject to possible redemption (7,253,644 ) 7,253,644 — As Previously As Restated Adjustment Restated Statement of Operations for the Period from August 14, 2020 (Inception) Through December 31, 2020 (Audited) Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption, Adjustment, Class A common stock 18,957,421 (13,158,860 ) 5,798,561 Basic and diluted net income per share, Class A common stock subject to possible redemption, Adjustment, Class A common stock $ — $ (0.72 ) $ (0.72 ) Basic and diluted weighted average shares outstanding, Non-redeemable common stock, Adjustment, Class B common stock 5,931,349 (804,426 ) 5,126,923 Basic and diluted net loss (income) per share, Non-redeemable common stock, Adjustment, Class B common stock $ (1.32 ) $ 0.60 $ (0.72 )

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 Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. The Company will remain an emerging growth company until the earliest of (i) the last day of the first fiscal year (a) following the fifth anniversary of the completion of the Initial Public Offering, (b) in which the Company’s total annual gross revenue is at least $1.07 billion or (c) when the Company is deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30th and (ii) the date on which the Company has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering, and were charged to stockholders’ equity upon the completion of the Initial Public Offering. 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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, 23,000,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital (to the extent available), accumulated deficit and Class A common stock. At December 31, 2020, the Class A common stock reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (11,500,000 ) Class A common stock issuance costs (10,594,882 ) Plus: Accretion of carrying value to redemption value 24,394,882 Class A common stocks subject to possible redemption $ 232,300,000 Warrant Liabilities (see Note 2) The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for the Warrants issued in connection with the Initial Public Offering in accordance with the guidance contained in ASC 815-40, under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts them to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The Private Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the “IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. Given the Company’s full valuation allowance position and capitalization of all costs, the CARES Act did not have an impact on the financial statements. Net Loss per Common Share (Restated, see Note 2 - Amendment 1) Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 19,717,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of common stock subject to possible redemption outstanding since original issuance. Net income (loss) per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest (see Note 2). The following table reflects the calculation of basic and diluted net loss per common: For the Period from August 14, December 31, Class A common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 18,931 Unrealized loss on marketable securities held in Trust Account (21,847 ) Net loss attributable to Class A common Stock subject to possible redemption $ (2,915 ) Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 18,957,421 Basic and diluted net loss per share, Class A common stock subject to possible redemption $ (0.00 ) Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (7,828,675 ) Add: Net loss allocable to Class A common stock subject to possible redemption (2,915 ) Non-Redeemable Net Loss $ (7,831,590 ) Denominator: Weighted Average Non-Redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 5,931,349 Basic and diluted net loss per share, Non-redeemable common stock $ (1.32 ) Net Loss per Common Stock (Restated, see Note 2 - Amendment 2) The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. The Company applies the two-class method in calculating income (loss) per common share. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 19,717,000 shares of Class A common stock in the aggregate. As of December 31, 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the period presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except share amounts): For the Period from August 14, 2020 (Inception) Through December 31, 2020 Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ (4,154,969 ) $ (3,673,706 ) Denominator: Basic and diluted weighted average shares outstanding 5,798,561 5,126,923 Basic and diluted net loss per common stock $ (0.72 ) $ (0.72 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	5 Months Ended
	Dec. 31, 2020
Initial Public Offering Policy [Abstract]
INITIAL PUBLIC OFFERING	NOTE 4 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, inclusive of 3,000,000 Units sold to the underwriters on December 9, 2020 upon the underwriters’ election to fully exercise their over-allotment option, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (see Note 8).

Private Placement

Private Placement	5 Months Ended
	Dec. 31, 2020
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 5 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,317,000 Private Placement Warrants at a price of $1.00 per private Placement Warrant, for an aggregate purchase price of $7,317,000 in a private placement. On December 9, 2020, in connection with the underwriters’ election to fully exercise their over-allotment option, the Company sold an additional 900,000 Private Placement Warrants to the Sponsor, at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $900,000. Each Private Placement Warrant is exercisable for one Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). The proceeds from 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 of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants.

Related Party Transactions

Related Party Transactions	5 Months Ended
	Dec. 31, 2020
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 6 — RELATED PARTY TRANSACTIONS Founder Shares On August 24, 2020, the Company issued an aggregate of 7,187,500 shares of Class B common stock to the Sponsor for an aggregate purchase price of $25,000 in cash. In October 2020, the Sponsor returned to the Company, at no cost, an aggregate of 1,437,500 shares of Class B common stock, which the Company cancelled, resulting in an aggregate of 5,750,000 shares of Class B common stock (the “Founder Shares”) issued and outstanding. The Founder Shares include an aggregate of up to 750,000 shares of Class B common stock subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option on December 9, 2020, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed that, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Promissory Notes — Related Party On August 14, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) March 31, 2021 or (i) the consummation of the Initial Public Offering. The Company borrowed a total of $172,046 under the Promissory Note, which was repaid on December 7, 2020. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2020, the terms of the Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Related Party Extension Loans As discussed in Note 1, the Company may extend the period of time to consummate a Business Combination by an additional six months (until November 24, 2022 to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $2,000,000, or $2,300,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per Public Share in either case), on or prior to the date of the deadline. Any such payments would be made in the form of a non-interest bearing, unsecured promissory note. Such notes would either be paid upon consummation of a Business Combination, or, at the relevant insider’s discretion, converted upon consummation of a Business Combination into additional Private Placement Warrants at a price of $1.00 per Private Warrant. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete a Business Combination.

Commitments

Commitments	5 Months Ended
	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS	NOTE 7 — COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on November 19, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the Working Capital Loans) will be entitled to registration rights. 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 completion 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 Jay Levine, the Company’s Chief Executive Officer, Gene Weil, a director of the Company, and certain affiliates of the Sponsor and Waterfall Asset Management, LLC purchased an aggregate of 2.75% of the Units in the Initial Public Offering, and certain other investors identified by the Sponsor purchased an aggregate of 14.3% of the Units in the Initial Public Offering, in each case at the Initial Public Offering price, for an aggregate of 3,415,000 Units. The underwriters did not receive any underwriting discounts or commissions on the Units purchased by such parties. The underwriters are entitled to a deferred fee of $0.35 per Unit, excluding the Units purchased by the parties described above, or $6,854,750 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Stockholders' Equity (Restated,

Stockholders' Equity (Restated, see Note 2 – Amendment 2)	5 Months Ended
	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
STOCKHOLDERS’ EQUITY (Restated, see Note 2 – Amendment 2)	NOTE 8 — STOCKHOLDERS’ EQUITY (Restated, see Note 2 – Amendment 2) Preferred Stock Class A Common Stock Class B Common Stock Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the consummation of a Business Combination at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of shares of common stock issued and outstanding upon completion of the Initial Public Offering, plus (ii) the sum of (a) all shares of common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or deemed issued by the Company in connection with or in relation to the completion of a Business Combination, excluding (1) any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any (2) Private Placement Warrants issued to the Sponsor or any of its affiliates upon conversion of Working Capital Loans minus (b) the number of Public Shares redeemed by Public Stockholders in connection with a Business Combination. In no event will the shares of our Class B common stock convert into shares of our Class A common stock at a rate of less than one to one.

Warrants (see Note 2)

Warrants (see Note 2)	5 Months Ended
	Dec. 31, 2020
Warrants Disclosure [Abstract]
WARRANTS (see Note 2)	NOTE 9 — WARRANTS (see Note 2) As of December 31, 2020, the Company has 11,500,000 and 8,217,000 Public Warrants and Private Placement Warrants outstanding, respectively. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, 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. In addition, if the Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects to do so, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 . ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and ● if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If the Company calls the Public Warrants for redemption, management will have the option to require any 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 shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. 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 a Business Combination at an issue price or effective issue price of less than $9.20 per 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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a 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 $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Income Taxes

Income Taxes	5 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 10 — INCOME TAXES The Company’s net deferred tax assets is as follows: December 31, 2020 Deferred tax assets Net operating loss carryforward $ 19,399 Startup and organizational costs 20,012 Unrealized loss on marketable securities 880 Total deferred tax assets 40,291 Valuation Allowance (40,291 ) Deferred tax assets, net of allowance $ — The income tax provision consists of the following: As of 2020 Federal Current $ — Deferred (33,390 ) State and Local Current — Deferred (6,901 ) Change in valuation allowance 40,291 Income tax provision $ — As of December 31, 2020, the Company had $76,553 of U.S. federal and state operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period August 14, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $40,291. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 4.3 % Transaction costs allocable to warrant liabilities (1.8 )% Change in fair value of warrants (23.0 )% Valuation allowance (0.5 )% Income tax provision 0.0 % The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open to examination by the taxing authorities. The Company considers Florida to be a significant state tax jurisdiction.

Fair Value Measurements

Fair Value Measurements	5 Months Ended
	Dec. 31, 2020
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 11 — FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (see Note 2): Description Level December 31, Assets: Cash and marketable securities held in Trust Account 1 $ 232,296,529 Liabilities: Warrant Liability – Public Warrants 3 $ 15,640,000 Warrant Liability – Private Placement Warrants 3 $ 11,175,120 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. The Warrants were valued as of November 24, 2020 using a Monte Carlo simulation, which is considered to be a Level 3 fair value measurement. The Monte Carlo simulation’s primary unobservable input utilized in determining the fair value of the Warrants is the probability of consummation of the Business Combination. The probability assigned to the consummation of the Business Combination was 90% which was estimated based on the observed success rates of business combinations for special purpose acquisition companies. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units are classified as Level 1 due to the use of an observable market quote in an active market under the ticker CAS.WS. The following table presents the quantitative information regarding Level 3 fair value measurements: Input November 24, (Initial December 31, Risk-free interest rate 0.53 % 0.52 % Expected term (years) 5.42 5.42 Expected volatility 19.5 % 23.0 % Exercise price $ 11.50 $ 11.50 Unit Price $ 10.00 $ 10.45 The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of August 14, 2020 (inception) $ — $ — $ — Initial measurement on November 24, 2020 (inclusive of over-allotment) 8,217,000 11,500,000 19,717,000 Change in valuation inputs and other assumptions 2,958,120 4,140,000 7,098,120 Fair value as of December 31, 2020 $ 11,175,120 $ 15,640,000 $ 26,815,120

Subsequent Events

Subsequent Events	5 Months Ended
	Dec. 31, 2020
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 12 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below and the changes made to the previously issued financial statements which are disclosed in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 30, 2021, the Company entered into a consulting agreement with a service provider, pursuant to which the service provider will provide the Company with consulting services in connection with the Company’s search for a potential merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination. The Company agreed to pay the service provider an initial fee of $41,668 and $20,834 per month thereafter up to a period of 16 months.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	5 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. The Company will remain an emerging growth company until the earliest of (i) the last day of the first fiscal year (a) following the fifth anniversary of the completion of the Initial Public Offering, (b) in which the Company’s total annual gross revenue is at least $1.07 billion or (c) when the Company is deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30th and (ii) the date on which the Company has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering, and were charged to stockholders’ equity upon the completion of the Initial Public Offering.
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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, 23,000,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital (to the extent available), accumulated deficit and Class A common stock. At December 31, 2020, the Class A common stock reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (11,500,000 ) Class A common stock issuance costs (10,594,882 ) Plus: Accretion of carrying value to redemption value 24,394,882 Class A common stocks subject to possible redemption $ 232,300,000
Warrant Liabilities	Warrant Liabilities (see Note 2) The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for the Warrants issued in connection with the Initial Public Offering in accordance with the guidance contained in ASC 815-40, under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts them to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The Private Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the “IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. Given the Company’s full valuation allowance position and capitalization of all costs, the CARES Act did not have an impact on the financial statements.
Net Loss Per Common Share	Net Loss per Common Share (Restated, see Note 2 - Amendment 1) Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 19,717,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of common stock subject to possible redemption outstanding since original issuance. Net income (loss) per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest (see Note 2). The following table reflects the calculation of basic and diluted net loss per common: For the Period from August 14, December 31, Class A common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 18,931 Unrealized loss on marketable securities held in Trust Account (21,847 ) Net loss attributable to Class A common Stock subject to possible redemption $ (2,915 ) Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 18,957,421 Basic and diluted net loss per share, Class A common stock subject to possible redemption $ (0.00 ) Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (7,828,675 ) Add: Net loss allocable to Class A common stock subject to possible redemption (2,915 ) Non-Redeemable Net Loss $ (7,831,590 ) Denominator: Weighted Average Non-Redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 5,931,349 Basic and diluted net loss per share, Non-redeemable common stock $ (1.32 ) Net Loss per Common Stock (Restated, see Note 2 - Amendment 2) The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. The Company applies the two-class method in calculating income (loss) per common share. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 19,717,000 shares of Class A common stock in the aggregate. As of December 31, 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the period presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except share amounts): For the Period from August 14, 2020 (Inception) Through December 31, 2020 Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ (4,154,969 ) $ (3,673,706 ) Denominator: Basic and diluted weighted average shares outstanding 5,798,561 5,126,923 Basic and diluted net loss per common stock $ (0.72 ) $ (0.72 )
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	5 Months Ended
	Dec. 31, 2020
Condensed Financial Information Disclosure [Abstract]
Schedule of Warrants derivative liabilities	As Previously Reported in Form 10-K Adjustments As Restated in Form 10-K Amendment 1 Balance sheet as of November 24, 2020 Warrant Liabilities $ — $ 17,317,000 $ 17,317,000 Class A Common Stock Subject to Possible Redemption 192,822,080 (17,317,000 ) 175,505,080 Class A Common Stock 91 171 262 Additional Paid-in Capital 5,002,817 488,884 5,491,701 Accumulated Deficit (3,478 ) (489,055 ) (492,533 ) Balance sheet as of December 31, 2020 Warrant Liabilities $ — $ 26,815,120 $ 26,815,120 Class A Common Stock Subject to Possible Redemption 221,916,560 (26,815,120 ) 195,101,440 Class A Common Stock 103 265 368 Additional Paid-in Capital 5,158,325 7,669,410 12,827,735 Accumulated Deficit (159,000 ) (7,669,675 ) (7,828,675 ) Statement of Operations for the Period from August 14, 2020 (inception) to December 31, 2020 Change in fair value of warrant liabilities — (7,098,120 ) (7,098,120 ) Transaction costs allocable to warrant liabilities — (571,555 ) (571,555 ) Net loss (159,000 ) (7,669,675 ) (7,828,675 ) Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 20,813,265 (1,855,844 ) 18,957,421 Basic and diluted weighted average shares outstanding, Non-redeemable common stock 5,403,148 528,201 5,931,349 Basic and diluted net loss per share, Non-redeemable common stock (0.03 ) (1.29 ) (1.32 ) Statement of Changes in Stockholder’s Equity for the Period from August 14, 2020 (inception) to December 31, 2020 Sale of units in initial public offering, net of offering costs and warrant liability – Additional Paid-in Capital 218,831,263 (10,928,445 ) 207,902,818 Sale of private placement warrants to Sponsor in private placement – Additional Paid-in Capital 8,217,000 (8,217,000 ) — Class A common stock subject to possible redemption – Class A Common Stock (2,197 ) 265 (1,932 ) Class A common stock subject to possible redemption – Additional Paid-in Capital (221,914,363 ) 26,814,855 (195,099,508 ) Net Loss (159,000 ) (7,668,793 ) (7,827,793 ) Cash Flow Statement for the Period from August 14, 2020 (inception) to December 31, 2020 Net loss $ (159,000 ) $ (7,669,675 ) $ (7,828,675 ) Transaction costs allocable to warrant liabilities — 571,555 571,555 Change in fair value of warrant liabilities — 7,098,120 7,098,120 Initial classification of Class A common stock subject to possible redemption 222,072,084 (19,717,000 ) 202,355,084 Change in value of Class A common stock subject to possible redemption (155,524 ) (7,098,120 ) (7,253,644 ) As Previously Restated in Form 10-KA Amendment 1 Adjustment As Balance Sheet as of December 31, 2020 (audited) Common stock subject to possible redemption $ 195,101,440 $ 37,198,560 $ 232,300,000 Common stock $ 368 $ (368 ) $ — Additional paid-in capital $ 12,827,735 $ (12,827,735 ) $ — Accumulated deficit $ (7,828,675 ) $ (24,370,457 ) $ (32,199,132 ) Total Stockholders’ Equity (Deficit) $ 5,000,003 $ (37,198,560 ) $ (32,198,557 ) Shares of Class A common stock subject to redemption 19,317,263 3,682,737 23,000,000 Shares of Class A common stock 3,682,737 (3,682,737 ) — Statement of Changes in Stockholders’ Equity (Deficit) for the Period from August 14, 2020 (Inception) Through December 31, 2020 (Audited) Sale of 23,000,000 Units, net of underwriting discounts, offering costs and warrant liability 207,905,118 (207,905,118 ) — Common stock subject to redemption 195,101,440 (195,101,440 ) — Accretion for Class A common stock to redemption amount — (24,394,882 ) (24,394,882 ) Total Stockholders’ Equity (Deficit) $ 5,000,003 $ (37,198,560 ) $ (32,198,557 ) Statement of Cash Flows for the period from August 14, 2020 (inception) through December 31, 2020 (audited) Initial classification of Class A common stock subject to possible redemption 202,355,084 202,355,084 — Change in value of Class A common stock subject to possible redemption (7,253,644 ) 7,253,644 — As Previously As Restated Adjustment Restated Statement of Operations for the Period from August 14, 2020 (Inception) Through December 31, 2020 (Audited) Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption, Adjustment, Class A common stock 18,957,421 (13,158,860 ) 5,798,561 Basic and diluted net income per share, Class A common stock subject to possible redemption, Adjustment, Class A common stock $ — $ (0.72 ) $ (0.72 ) Basic and diluted weighted average shares outstanding, Non-redeemable common stock, Adjustment, Class B common stock 5,931,349 (804,426 ) 5,126,923 Basic and diluted net loss (income) per share, Non-redeemable common stock, Adjustment, Class B common stock $ (1.32 ) $ 0.60 $ (0.72 )

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	5 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Schedule of class A common stocks reflected in the condensed balance sheets	Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (11,500,000 ) Class A common stock issuance costs (10,594,882 ) Plus: Accretion of carrying value to redemption value 24,394,882 Class A common stocks subject to possible redemption $ 232,300,000
Schedule of basic and diluted net income (loss) per common share	For the Period from August 14, December 31, Class A common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 18,931 Unrealized loss on marketable securities held in Trust Account (21,847 ) Net loss attributable to Class A common Stock subject to possible redemption $ (2,915 ) Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 18,957,421 Basic and diluted net loss per share, Class A common stock subject to possible redemption $ (0.00 ) Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (7,828,675 ) Add: Net loss allocable to Class A common stock subject to possible redemption (2,915 ) Non-Redeemable Net Loss $ (7,831,590 ) Denominator: Weighted Average Non-Redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 5,931,349 Basic and diluted net loss per share, Non-redeemable common stock $ (1.32 )
Schedule of basic and diluted net income (loss) per common share	For the Period from August 14, 2020 (Inception) Through December 31, 2020 Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ (4,154,969 ) $ (3,673,706 ) Denominator: Basic and diluted weighted average shares outstanding 5,798,561 5,126,923 Basic and diluted net loss per common stock $ (0.72 ) $ (0.72 )

Income Taxes (Tables)

Income Taxes (Tables)	5 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Schedule of net deferred tax assets	December 31, 2020 Deferred tax assets Net operating loss carryforward $ 19,399 Startup and organizational costs 20,012 Unrealized loss on marketable securities 880 Total deferred tax assets 40,291 Valuation Allowance (40,291 ) Deferred tax assets, net of allowance $ —
Schedule of income tax provision	As of 2020 Federal Current $ — Deferred (33,390 ) State and Local Current — Deferred (6,901 ) Change in valuation allowance 40,291 Income tax provision $ —
Schedule of federal income tax rate to the Company’s effective tax rate	December 31, Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 4.3 % Transaction costs allocable to warrant liabilities (1.8 )% Change in fair value of warrants (23.0 )% Valuation allowance (0.5 )% Income tax provision 0.0 %

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	5 Months Ended
	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Schedule of assets measured at fair value on recurring basis	Description Level December 31, Assets: Cash and marketable securities held in Trust Account 1 $ 232,296,529 Liabilities: Warrant Liability – Public Warrants 3 $ 15,640,000 Warrant Liability – Private Placement Warrants 3 $ 11,175,120
Schedule of quantitative information regarding Level 3 fair value measurements	Input November 24, (Initial December 31, Risk-free interest rate 0.53 % 0.52 % Expected term (years) 5.42 5.42 Expected volatility 19.5 % 23.0 % Exercise price $ 11.50 $ 11.50 Unit Price $ 10.00 $ 10.45
Schedule of changes in the fair value of warrant liabilities	Private Placement Public Warrant Liabilities Fair value as of August 14, 2020 (inception) $ — $ — $ — Initial measurement on November 24, 2020 (inclusive of over-allotment) 8,217,000 11,500,000 19,717,000 Change in valuation inputs and other assumptions 2,958,120 4,140,000 7,098,120 Fair value as of December 31, 2020 $ 11,175,120 $ 15,640,000 $ 26,815,120

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	Dec. 09, 2020	Nov. 24, 2020	Dec. 31, 2020
Description of Organization and Business Operations (Details) [Line Items]
Price per unit (in Dollars per share)	$ 10	$ 10.10
Generating gross proceeds	$ 30,900,000
Net proceeds	$ 30,300,000
Maturity days			185 years
Additional sale of units (in Shares)	3,000,000
Aggregate proceeds held in trust account	$ 232,300,000
Transaction costs			$ 11,166,437
Underwriting fees			3,917,000
Deferred underwriting fees			6,854,750
Offering cost			$ 394,687
Business combination fair value percentage			80.00%
Business combination acquires percentage			50.00%
Net tangible assets of business combination			$ 5,000,001
Percentage of restricted redeeming shares			15.00%
Business combination redeem percentage			100.00%
Underwriters' over-allotment option, description			The Sponsor has agreed that, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property.
Dissolution expenses			$ 100,000
Share price (in Dollars per share)			$ 10.10
Transaction agreement, description			In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.10 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per Public Share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes.
Sponsor [Member]
Description of Organization and Business Operations (Details) [Line Items]
Generating gross proceeds			$ 7,317,000
Private Placement Warrants [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of warrants (in Shares)		7,317,000
Warrants price per share (in Dollars per share)		$ 1
Proposed Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Consummated the proposed public offering (in Shares)		20,000,000
Price per unit (in Dollars per share)		$ 10
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Generating gross proceeds		$ 200,000,000
Net proceeds		$ 202,000,000
Public Share [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per unit (in Dollars per share)			$ 10.10
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Warrants price per share (in Dollars per share)	$ 1
Underwriters' over-allotment option, description			In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $2,000,000, or $2,300,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per Public Share in either case), on or prior to the date of the deadline.
Warrant Purchase Agreement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Warrants price per share (in Dollars per share)	$ 1
Additional sale of units (in Shares)	900,000

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details)	5 Months Ended
	Dec. 31, 2020USD ($)
Condensed Financial Information Disclosure [Abstract]
Outstanding shares percentage	50.00%
Net tangible assets	$ 5,000,001

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements (Details) - Schedule of Warrants derivative liabilities - USD ($)	5 Months Ended
	Dec. 31, 2020	Nov. 24, 2020
As Previously Reported [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Warrant Liabilities
Class A Common Stock Subject to Possible Redemption	221,916,560	192,822,080
Class A Common Stock	103	91
Additional Paid-in Capital	5,158,325	5,002,817
Accumulated Deficit	(159,000)	(3,478)
Change in fair value of warrant liabilities
Transaction costs allocable to warrant liabilities
Net loss	$ (159,000)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption (in Shares)	20,813,265
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares)	5,403,148
Basic and diluted net loss per share, Non-redeemable common stock (in Dollars per share)	$ (0.03)
Sale of units in initial public offering, net of offering costs and warrant liability – Additional Paid-in Capital (in Shares)	218,831,263
Sale of private placement warrants to Sponsor in private placement – Additional Paid-in Capital (in Shares)	8,217,000
Net loss	$ (159,000)
Net loss	(159,000)
Transaction costs allocable to warrant liabilities
Change in fair value of warrant liabilities
Initial classification of Class A common stock subject to possible redemption	222,072,084
Change in value of Class A common stock subject to possible redemption	(155,524)
Common stock subject to possible redemption	195,101,440
Common stock	368
Additional Paid-in Capital	12,827,735
Accumulated Deficit	(7,828,675)
Total Stockholders’ Equity (Deficit)	$ 5,000,003
Shares of Class A common stock subject to redemption (in Shares)	19,317,263
Shares of Class A common stock (in Shares)	3,682,737
Sale of 23,000,000 Units, net of underwriting discounts, offering costs and warrant liability	$ 207,905,118
Common stock subject to redemption (in Shares)	195,101,440
Accretion for Class A common stock to redemption amount (in Shares)
Total Stockholders’ Equity (Deficit)	$ 5,000,003
Initial classification of Class A common stock subject to possible redemption	202,355,084
Change in value of Class A common stock subject to possible redemption	$ (7,253,644)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption, Adjustment, Class A common stock (in Shares)	18,957,421
Basic and diluted net income per share, Class A common stock subject to possible redemption, Adjustment, Class A common stock (in Dollars per share)
Basic and diluted weighted average shares outstanding, Non-redeemable common stock, Adjustment, Class B common stock (in Shares)	5,931,349
Basic and diluted net loss (income) per share, Non-redeemable common stock, Adjustment, Class B common stock (in Dollars per share)	$ (1.32)
Adjustments [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Warrant Liabilities	$ 26,815,120	17,317,000
Class A Common Stock Subject to Possible Redemption	(26,815,120)	(17,317,000)
Class A Common Stock	265	171
Additional Paid-in Capital	7,669,410	488,884
Accumulated Deficit	(7,669,675)	(489,055)
Change in fair value of warrant liabilities	(7,098,120)
Transaction costs allocable to warrant liabilities	(571,555)
Net loss	$ (7,669,675)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption (in Shares)	(1,855,844)
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares)	528,201
Basic and diluted net loss per share, Non-redeemable common stock (in Dollars per share)	$ (1.29)
Sale of units in initial public offering, net of offering costs and warrant liability – Additional Paid-in Capital (in Shares)	(10,928,445)
Sale of private placement warrants to Sponsor in private placement – Additional Paid-in Capital (in Shares)	(8,217,000)
Net loss	$ (7,668,793)
Net loss	(7,669,675)
Transaction costs allocable to warrant liabilities	571,555
Change in fair value of warrant liabilities	7,098,120
Initial classification of Class A common stock subject to possible redemption	(19,717,000)
Change in value of Class A common stock subject to possible redemption	(7,098,120)
Common stock subject to possible redemption	37,198,560
Common stock	(368)
Additional Paid-in Capital	(12,827,735)
Accumulated Deficit	(24,370,457)
Total Stockholders’ Equity (Deficit)	$ (37,198,560)
Shares of Class A common stock subject to redemption (in Shares)	3,682,737
Shares of Class A common stock (in Shares)	(3,682,737)
Sale of 23,000,000 Units, net of underwriting discounts, offering costs and warrant liability	$ (207,905,118)
Common stock subject to redemption (in Shares)	(195,101,440)
Accretion for Class A common stock to redemption amount (in Shares)	(24,394,882)
Total Stockholders’ Equity (Deficit)	$ (37,198,560)
Initial classification of Class A common stock subject to possible redemption	202,355,084
Change in value of Class A common stock subject to possible redemption	$ 7,253,644
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption, Adjustment, Class A common stock (in Shares)	(13,158,860)
Basic and diluted net income per share, Class A common stock subject to possible redemption, Adjustment, Class A common stock (in Dollars per share)	$ (0.72)
Basic and diluted weighted average shares outstanding, Non-redeemable common stock, Adjustment, Class B common stock (in Shares)	(804,426)
Basic and diluted net loss (income) per share, Non-redeemable common stock, Adjustment, Class B common stock (in Dollars per share)	$ 0.60
As Restated [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Warrant Liabilities	$ 26,815,120	17,317,000
Class A Common Stock Subject to Possible Redemption	195,101,440	175,505,080
Class A Common Stock	368	262
Additional Paid-in Capital	12,827,735	5,491,701
Accumulated Deficit	(7,828,675)	$ (492,533)
Change in fair value of warrant liabilities	(7,098,120)
Transaction costs allocable to warrant liabilities	(571,555)
Net loss	$ (7,828,675)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption (in Shares)	18,957,421
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares)	5,931,349
Basic and diluted net loss per share, Non-redeemable common stock (in Dollars per share)	$ (1.32)
Sale of units in initial public offering, net of offering costs and warrant liability – Additional Paid-in Capital (in Shares)	207,902,818
Sale of private placement warrants to Sponsor in private placement – Additional Paid-in Capital (in Shares)
Net loss	$ (7,827,793)
Net loss	(7,828,675)
Transaction costs allocable to warrant liabilities	571,555
Change in fair value of warrant liabilities	7,098,120
Initial classification of Class A common stock subject to possible redemption	202,355,084
Change in value of Class A common stock subject to possible redemption	(7,253,644)
Common stock subject to possible redemption	232,300,000
Common stock
Additional Paid-in Capital
Accumulated Deficit	(32,199,132)
Total Stockholders’ Equity (Deficit)	$ (32,198,557)
Shares of Class A common stock subject to redemption (in Shares)	23,000,000
Shares of Class A common stock (in Shares)
Sale of 23,000,000 Units, net of underwriting discounts, offering costs and warrant liability
Common stock subject to redemption (in Shares)
Accretion for Class A common stock to redemption amount (in Shares)	(24,394,882)
Total Stockholders’ Equity (Deficit)	$ (32,198,557)
Initial classification of Class A common stock subject to possible redemption
Change in value of Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption, Adjustment, Class A common stock (in Shares)	5,798,561
Basic and diluted net income per share, Class A common stock subject to possible redemption, Adjustment, Class A common stock (in Dollars per share)	$ (0.72)
Basic and diluted weighted average shares outstanding, Non-redeemable common stock, Adjustment, Class B common stock (in Shares)	5,126,923
Basic and diluted net loss (income) per share, Non-redeemable common stock, Adjustment, Class B common stock (in Dollars per share)	$ (0.72)
Additional Paid-in Capital [Member] | As Previously Reported [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A common stock subject to possible redemption – Class A Common Stock (in Shares)	(221,914,363)
Additional Paid-in Capital [Member] | Adjustments [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A common stock subject to possible redemption – Class A Common Stock (in Shares)	26,814,855
Additional Paid-in Capital [Member] | As Restated [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A common stock subject to possible redemption – Class A Common Stock (in Shares)	(195,099,508)
Common Class A [Member] | As Previously Reported [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A common stock subject to possible redemption – Class A Common Stock (in Shares)	(2,197)
Common Class A [Member] | Adjustments [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A common stock subject to possible redemption – Class A Common Stock (in Shares)	265
Common Class A [Member] | As Restated [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A common stock subject to possible redemption – Class A Common Stock (in Shares)	(1,932)

Restatement of Previously Iss_5

Restatement of Previously Issued Financial Statements (Details) - Schedule of Warrants derivative liabilities (Parentheticals)	5 Months Ended
	Dec. 31, 2020shares
As Previously Reported [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Sale of Units, net of underwriting discounts, offering costs and warrant liability	23,000,000
Adjustments [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Sale of Units, net of underwriting discounts, offering costs and warrant liability	23,000,000
As Restated [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Sale of Units, net of underwriting discounts, offering costs and warrant liability	23,000,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details)	5 Months Ended
	Dec. 31, 2020USD ($)shares
Summary of Significant Accounting Policies (Details) [Line Items]
Diluted loss per ordinary share	19,717,000
Federal depository insurance coverage (in Dollars) | $	$ 250,000
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Common stock subject to possible redemption	23,000,000
Exercisable warrant of purchase shares	19,717,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of class A common stocks reflected in the condensed balance sheets	5 Months Ended
	Dec. 31, 2020USD ($)
Schedule of class A common stocks reflected in the condensed balance sheets [Abstract]
Gross proceeds	$ 230,000,000
Less:
Proceeds allocated to Public Warrants	(11,500,000)
Class A common stock issuance costs	(10,594,882)
Plus:
Accretion of carrying value to redemption value	24,394,882
Class A common stocks subject to possible redemption	$ 232,300,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of diluted net loss per common	5 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
Numerator: Earnings allocable to Common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$ 18,931
Unrealized loss on marketable securities held in Trust Account	(21,847)
Net loss attributable to Class A common Stock subject to possible redemption	$ (2,915)
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption (in Shares) | shares	18,957,421
Basic and diluted net loss per share, Class A common stock subject to possible redemption (in Dollars per share) | $ / shares	$ 0
Numerator: Net Loss minus Net Earnings
Net loss	$ (7,828,675)
Add: Net loss allocable to Class A common stock subject to possible redemption	(2,915)
Non-Redeemable Net Loss	$ (7,831,590)
Denominator: Weighted Average Non-Redeemable common stock
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares) | shares	5,931,349
Basic and diluted net loss per share, Non-redeemable common stock (in Dollars per share) | $ / shares	$ (1.32)

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share	5 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
Class A Common Stock [Member]
Numerator:
Allocation of net loss, as adjusted | $	$ (4,154,969)
Basic and diluted weighted average shares outstanding | shares	5,798,561
Basic and diluted net loss per common stock | $ / shares	$ (0.72)
Class B Common Stock [Member]
Numerator:
Allocation of net loss, as adjusted | $	$ (3,673,706)
Basic and diluted weighted average shares outstanding | shares	5,126,923
Basic and diluted net loss per common stock | $ / shares	$ (0.72)

Initial Public Offering (Detail

Initial Public Offering (Details)	5 Months Ended
	Dec. 31, 2020$ / sharesshares
Initial Public Offering (Details) [Line Items]
Exercise price (in Dollars per share) | $ / shares	$ 11.50
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Number of units	23,000,000
Proposed Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Number of units	3,000,000
Price per unit	10

Private Placement (Details)

Private Placement (Details) - USD ($)	Dec. 09, 2020	Dec. 31, 2020
Private Placement (Details) [Line Items]
Purchase of warrants		7,317,000
Aggregate purchase price, amount		$ 7,317,000
Private placement, description		Each Private Placement Warrant is exercisable for one Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8).
Private Placement [Member] | Sponsor [Member]
Private Placement (Details) [Line Items]
Price per share		$ 1
Over-Allotment Option [Member]
Private Placement (Details) [Line Items]
Additional private placement warrants	900,000
Warrants price per share	$ 1
Generating gross proceeds	$ 900,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	1 Months Ended	5 Months Ended
	Oct. 31, 2020	Dec. 31, 2020	Aug. 24, 2020	Aug. 14, 2020
Related Party Transactions (Details) [Line Items]
Founder shares, description		The Sponsor has agreed that, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property.
Aggregate principal amount				$ 300,000
Promissory note, outstanding		$ 172,046
Working capital loans		$ 1,500,000
Sale of price per share (in Dollars per share)		$ 1
Affiliates deposit into the trust account		$ 2,000,000
Price per share (in Dollars per share)		$ 1
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Shares, Issued (in Shares)			7,187,500
Share capitalization (in Shares)	1,437,500
Cancelled aggregate shares of common stock issued and outstanding (in Shares)	5,750,000
Forfeiture of founder shares (in Shares)	750,000
Initial stockholders percentage	20.00%
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Founder shares, description		In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $2,000,000, or $2,300,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per Public Share in either case), on or prior to the date of the deadline.
Affiliates deposit into the trust account		$ 2,300,000
Price per share (in Dollars per share)		$ 0.10
Common Class B [Member]
Related Party Transactions (Details) [Line Items]
Aggregate cash purchase price			$ 25,000

Commitments (Details)

Commitments (Details)	5 Months Ended
	Dec. 31, 2020shares
Commitments (Details) [Line Items]
Aggregate of initial public offering units (in Shares)	3,415,000
Underwriting agreement, description	The underwriters are entitled to a deferred fee of $0.35 per Unit, excluding the Units purchased by the parties described above, or $6,854,750 in the aggregate.
Chief Executive Officer [Member]
Commitments (Details) [Line Items]
purchase an aggregate units, percentage	2.75%
Director [Member]
Commitments (Details) [Line Items]
purchase an aggregate units, percentage	14.30%

Stockholders' Equity (Restate_2

Stockholders' Equity (Restated, see Note 2 – Amendment 2) (Details)	5 Months Ended
	Dec. 31, 2020$ / sharesshares
Stockholders' Equity (Restated, see Note 2 – Amendment 2) (Details) [Line Items]
Preferred stock, authorized	1,000,000
Preferred stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Percentage of converted basis sum of total number of common stock outstanding	20.00%
Class A Common Stock [Member]
Stockholders' Equity (Restated, see Note 2 – Amendment 2) (Details) [Line Items]
Common stock, authorized	200,000,000
Common stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock subject to possible redemption	23,000,000
Common stock, shares issued
Common stock, shares outstanding
Common Class B [Member]
Stockholders' Equity (Restated, see Note 2 – Amendment 2) (Details) [Line Items]
Common stock, authorized	20,000,000
Common stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares issued	5,750,000
Common stock, shares outstanding	5,750,000

Warrants (see Note 2) (Details)

Warrants (see Note 2) (Details)	5 Months Ended
	Dec. 31, 2020shares
Warrants (see Note 2) (Details) [Line Items]
Redemption of warrants, description	Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants (except with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted).
Redeem public warrants, description	Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and ● if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
Business combination, description	Business Combination at an issue price or effective issue price of less than $9.20 per 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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a 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 $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.
Public Warrants [Member]
Warrants (see Note 2) (Details) [Line Items]
Warrants outstanding	11,500,000
Warrants, term	5 years
Private Placement Warrants [Member]
Warrants (see Note 2) (Details) [Line Items]
Warrants outstanding	8,217,000
IPO [Member]
Warrants (see Note 2) (Details) [Line Items]
Warrants, term	1 year

Income Taxes (Details)

Income Taxes (Details)	Dec. 31, 2020USD ($)
Income Tax Disclosure [Abstract]
U.S. federal net operating loss carryovers	$ 76,553
Valuation allowance	$ 40,291

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of net deferred tax assets	Dec. 31, 2020USD ($)
Deferred tax assets
Net operating loss carryforward	$ 19,399
Startup and organizational costs	20,012
Unrealized loss on marketable securities	880
Total deferred tax assets	40,291
Valuation Allowance	(40,291)
Deferred tax assets, net of allowance

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of income tax provision	5 Months Ended
	Dec. 31, 2020USD ($)
Federal
Current
Deferred	(33,390)
State and Local
Current
Deferred	(6,901)
Change in valuation allowance	40,291
Income tax provision

Income Taxes (Details) - Sche_3

Income Taxes (Details) - Schedule of federal income tax rate to the Company’s effective tax rate	5 Months Ended
	Dec. 31, 2020
Schedule of federal income tax rate to the Company’s effective tax rate [Abstract]
Statutory federal income tax rate	21.00%
State taxes, net of federal tax benefit	4.30%
Transaction costs allocable to warrant liabilities	(1.80%)
Change in fair value of warrants	(23.00%)
Valuation allowance	(0.50%)
Income tax provision	0.00%

Fair Value Measurements (Detail

Fair Value Measurements (Details)	5 Months Ended
	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Observed success rates of Business combination	90.00%

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of assets measured at fair value on recurring basis	5 Months Ended
	Dec. 31, 2020USD ($)
Fair Value, Inputs, Level 1 [Member]
Fair Value Measurements (Details) - Schedule of assets measured at fair value on recurring basis [Line Items]
Cash and marketable securities held in Trust Account	$ 232,296,529
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member]
Fair Value Measurements (Details) - Schedule of assets measured at fair value on recurring basis [Line Items]
Warrant Liability – Private Placement Warrants	15,640,000
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member]
Fair Value Measurements (Details) - Schedule of assets measured at fair value on recurring basis [Line Items]
Warrant Liability – Private Placement Warrants	$ 11,175,120

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements - $ / shares	1 Months Ended	5 Months Ended
	Nov. 24, 2020	Dec. 31, 2020
Schedule of quantitative information regarding Level 3 fair value measurements [Abstract]
Risk-free interest rate	0.53%	0.52%
Expected term (years)	5 years 153 days	5 years 153 days
Expected volatility	19.50%	23.00%
Exercise price	$ 11.50	$ 11.50
Unit Price	$ 10	$ 10.45

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities	5 Months Ended
	Dec. 31, 2020USD ($)
Private Placement [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value, beginning balance
Initial measurement on November 24, 2020 (inclusive of over-allotment)	8,217,000
Change in valuation inputs and other assumptions	2,958,120
Fair value, ending balance	11,175,120
Public [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value, beginning balance
Initial measurement on November 24, 2020 (inclusive of over-allotment)	11,500,000
Change in valuation inputs and other assumptions	4,140,000
Fair value, ending balance	15,640,000
Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value, beginning balance
Initial measurement on November 24, 2020 (inclusive of over-allotment)	19,717,000
Change in valuation inputs and other assumptions	7,098,120
Fair value, ending balance	$ 26,815,120

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member]	1 Months Ended
	Jan. 30, 2021USD ($)
Subsequent Events (Details) [Line Items]
Service provider an initial fee	$ 41,668
Agreement period for service fee payable	16 months
Notes Payable, Other Payables [Member]
Subsequent Events (Details) [Line Items]
Service provider an initial fee	$ 20,834