Spartacus Acquisition (TMTS) 10-K/A 13 May 21 2020 FY Annual report (amended) Financial data

Document And Entity Information

Document And Entity Information - USD ($)	5 Months Ended
	Dec. 31, 2020	Mar. 23, 2021	Jun. 30, 2020
Document Information Line Items
Entity Registrant Name	Spartacus Acquisition Corp
Document Type	10-K/A
Current Fiscal Year End Date	--12-31
Entity Public Float			$ 0
Amendment Flag	true
Amendment Description	This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends certain items noted below of the Annual Report on Form 10-K of Spartacus Acquisition Corporation (the “Company,” “Spartacus,” “we”, “our” or “us”) as of and for the period ended December 31, 2020, as filed with the Securities and Exchange Commission (the “SEC”) on March 24, 2021 (the “Original Form 10-K”). This Amendment amends the Original Form 10-K to reflect the correction of an error in its audited financial statements as of and for the period ended December 31, 2020. We are also restating the financial statements as of October 19, 2020 in the accompanying financial statements included in this Amendment, including describing the restatement and its impact on previously reported amounts. The restatement results from the Company’s prior accounting for its outstanding warrants issued in connection with its initial public offering in October 2020 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 stock, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). In other words, in the event of a qualifying cash tender offer (which could be outside the control of the Company), all warrant holders would be entitled to cash, while only certain of the holders of the underlying common stock would be entitled to cash. On April 12, 2021, the Staff of the SEC's Division of Corporation Finance ("Staff") issued a statement (the “Staff Statement”) entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies.” In the Staff Statement, the Staff, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as the Company. As a result of the Staff Statement and in light of evolving views as to certain provisions commonly included in warrants issued by special purpose acquisition companies, the Company re-evaluated its accounting for its public warrants and private placement warrants issued in connection with the Company’s initial public offering (the “Warrants”), and concluded that the Warrants should be treated as derivative liabilities pursuant to Accounting Standards Codification (“ASC”) Subtopic 815-40 rather than as components of equity as the Company previously treated the Warrants. As a result of the above, the Company should have classified its 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. Therefore, the Company is restating in this Amendment its financial statements for the following periods: (i) as of and for the period ended December 31, 2020, and (ii) its audited balance sheet as of October 19, 2020, in each case to reflect the change in accounting treatment (the “Restatement”). In connection with the Restatement, the Company’s management reassessed the effectiveness of its disclosure controls and procedures as of December 31, 2020. As a result of that reassessment, the Company’s management determined that its disclosure controls and procedures as of December 31, 2020 were not effective solely as a result of its classification of the Warrants as a component of equity instead of as derivative liabilities. For more information, see Part II, Item 9A, Controls and Procedures included in this Amendment. The Company has not amended its previously filed Current Report on Form 8-K which included the audited balance sheet as of October 19, 2020 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 Amendment, and the financial statements and related financial information contained in such previously filed reports should no longer be relied upon. The restatement is more fully described in Note 2 of the notes to the financial statements included herein. This Amendment amends and restates only the following items of the Original Form 10-K and only with such modifications as necessary to reflect the Restatement. ● Cover Page; ● 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; ● Part II, Item 9A, Controls and Procedures; and ● Part IV, Item 15 Exhibits In order to preserve the nature and character of the disclosures set forth in the Original Form 10-K, this Amendment speaks as of the date of the filing of the Original Form 10-K and the disclosures contained in this Amendment have not been updated to reflect events occurring subsequent to that date, other than those associated with Restatement. Among other things, forward-looking statements made in the Original 10-K have not been revised to reflect events that occurred or facts that became known to the Company after the filing of the Original 10-K, and such forward looking statements should be read in their historical context. Currently dated certifications from the Company’s Chief Executive Officer and Chief Financial Officer are also attached to this Amendment as Exhibits 31.1, 31.2, 32.1 and 32.2. This Amendment should be read in conjunction with the Original Form 10-K and the Company’s other SEC filings.
Entity Central Index Key	0001822553
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	001-39622
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		20,000,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		5,000,000

Balance Sheet

Balance Sheet	Dec. 31, 2020USD ($)
Assets
Cash	$ 1,007,130
Prepaid expenses	165,091
Total current assets	1,172,221
Cash and securities held in Trust Account	203,028,982
Total Assets	204,201,203
Liabilities and Stockholders’ Equity
Accounts payable and accrued expenses	96,670
Total current liabilities	96,670
Warrant liability	23,012,500
Deferred underwriters’ discount	7,000,000
Total liabilities	30,109,170
Commitments and Contingencies
Class A common stock subject to possible redemption, 16,659,314 shares at redemption value	169,092,032
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 3,340,686 shares issued and outstanding	334
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,000,000 shares issued and outstanding	500
Additional paid-in capital	8,732,931
Accumulated deficit	(3,733,764)
Total stockholders’ equity	5,000,001
Total Liabilities and Stockholders’ Equity	$ 204,201,203

Balance Sheet (Parentheticals)

Balance Sheet (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
Ordinary shares subject to possible redemption	16,659,314
Common stock par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	200,000,000
Common stock, shares issued	3,340,686
Common stock, shares outstanding	3,340,686
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	5,000,000
Common stock, shares outstanding	5,000,000

Statement of Operations

Statement of Operations	5 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
Income Statement [Abstract]
Formation and operating costs	$ 787,746
Loss from operations	(787,746)
Other (expense) income
Interest income	28,982
Change in fair value of warrant liability	(2,975,000)
Total other expense	(2,946,018)
Net loss	$ (3,733,764)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption (in Shares) | shares	8,663,166
Basic and diluted net income per share (in Dollars per share) | $ / shares
Basic and diluted weighted average shares outstanding, Class A and Class B common stock (in Shares) | shares	6,546,624
Basic and diluted net loss per share (in Dollars per share) | $ / shares	$ (0.57)

Statement of Changes in Stockho

Statement of Changes in Stockholders’ Equity - 5 months ended Dec. 31, 2020 - USD ($)	Class A Common Stock	Class B Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Aug. 09, 2020
Balance (in Shares) at Aug. 09, 2020
Class B common stock issued to Sponsor		$ 719	24,281		25,000
Class B common stock issued to Sponsor (in Shares)		7,187,500
Cancellation of Class B common stock		$ (144)	144
Cancellation of Class B common stock (in Shares)		(1,437,500)
Sale of Units through public offering	$ 2,000		199,998,000		200,000,000
Sale of Units through public offering (in Shares)	20,000,000
Sale of Private Placement Warrants			8,750,000		8,750,000
Forfeiture of Class B common stock		$ (75)	75
Forfeiture of Class B common stock (in Shares)		(750,000)
Underwriters’ discount			(4,000,000)		(4,000,000)
Deferred underwriters’ discount			(7,000,000)		(7,000,000)
Other offering costs			(516,309)		(516,309)
Initial classification of warrant liability			(20,037,500)		(20,037,500)
Transaction costs allocated to warrant liability			604,606		604,606
Reclassification of common stock subject to possible redemption	$ (1,666)		(169,090,366)		(169,092,032)
Reclassification of common stock subject to possible redemption (in Shares)	(16,659,314)
Net loss				(3,733,764)	(3,733,764)
Balance at Dec. 31, 2020	$ 334	$ 500	$ 8,732,931	$ (3,733,764)	$ 5,000,001
Balance (in Shares) at Dec. 31, 2020	3,340,686	5,000,000

Statement of Changes in Stock_2

Statement of Changes in Stockholders’ Equity (Parentheticals)	5 Months Ended
	Dec. 31, 2020shares
Statement of Stockholders' Equity [Abstract]
Sale of Units through public offering	20,000,000
Sale of Private Placement Warrants	8,750,000

Statement of Cash Flows

Statement of Cash Flows	5 Months Ended
	Dec. 31, 2020USD ($)
Cash Flows from Operating Activities:
Net loss	$ (3,733,764)
Accretion of interest on cash and marketable securities held in Trust Account	(28,982)
Change in fair value of warrant liability	2,975,000
Transaction costs allocated to warrant liability	604,606
Changes in current assets and liabilities:
Prepaid expenses	(165,091)
Accounts payable and accrued expenses	96,670
Net cash used in operating activities	(251,561)
Cash Flows from Investing Activities:
Purchase of investment held in Trust Account	(202,995,370)
Principal deposited in Trust Account	(4,630)
Net cash used in investing activities	(203,000,000)
Cash Flows from Financing Activities:
Proceeds from initial public offering, net of underwriting discounts paid	196,000,000
Proceeds from Private Placement Warrants	8,750,000
Proceeds from sale of common stock to initial stockholders	25,000
Proceeds from issuance of promissory note to Sponsor	191,046
Repayment of Promissory Note to Sponsor	(191,046)
Payment of offering costs	(516,309)
Net cash provided by financing activities	204,258,691
Net Change in Cash	1,007,130
Cash - Beginning
Cash - Ending	1,007,130
Supplemental Disclosure of Non-cash Financing Activities:
Accrued deferred underwriting fee	7,000,000
Initial classification of warrant liability	20,037,500
Initial value of Class A common stock subject to possible redemption	172,248,666
Change in value of Class A common stock subject to possible redemption	$ 3,156,634

Organization and Business Opera

Organization and Business Operation	5 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Organization and Business Operation	Note 1 — Organization and Business Operation Spartacus Acquisition Corporation (the “Company”) is a newly organized blank check company incorporated as a Delaware company on August 10, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). As of December 31, 2020, the Company had not commenced any operations. All activity for the period from August 10, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the Initial Public Offering (“IPO”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company’s sponsor is Spartacus Sponsor LLC, a Delaware limited liability company (the “Sponsor”). IPO The registration statement for the Company’s IPO was declared effective on October 15, 2020 (the “Effective Date”). On October 19, 2020, the Company consummated the IPO of 20,000,000 units (each, a “Unit” and collectively, the “Units”) at $10.00 per Unit, generating gross proceeds of $200,000,000. Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as described in this IPO. Only whole warrants are exercisable. Simultaneously with the closing of the IPO, the Company consummated the sale of 8,750,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement, generating gross proceeds of $8,750,000, which is described in Note 4. Transaction costs of the IPO amounted to $11,516,309 consisting of $4,000,000 of underwriting discount $7,000,000 of deferred underwriters’ discount and $516,309 of other offering costs. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Following the closing of the IPO on October 19, 2020, an amount equal to at least $10.15 per Unit sold in the IPO was held in a trust account (“Trust Account”), to be invested only in U.S. government securities, with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from this offering will not be released from the Trust Account until the earliest to occur of: (a) the completion of the Company’s initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated memorandum and articles of association to (i) modify the substance or timing of the Company’s obligation to provide for the redemption of its public stocks in connection with an initial Business Combination or to redeem 100% of its public stocks if the Company do not complete its initial Business Combination within 18 months from the closing of this offering or (ii) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, and (c) the redemption of the Company’s public shares if the Company are unable to complete its initial Business Combination within 18 months from the closing of this offering, subject to applicable law. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.15 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The common stock subject to redemption is recorded at a redemption value and classified as temporary equity, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Articles of Incorporation (the “Amended and Restated Memorandum and Articles 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 transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of its initial Business Combination and the Company does not conduct redemptions in connection with its initial Business Combination pursuant to the tender offer rules, the Amended and Restated Articles of Incorporation will provide 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 Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without the Company’s prior consent. The Company’s Sponsor, officers and directors (the “initial stockholders”) have agreed not to propose any amendment to the Amended and Restated Articles of Incorporation (a) that would modify the substance or timing of the Company’s obligation to provide for the redemption of its public shares in connection with an initial Business Combination or to redeem 100% of the public shares if the Company does not complete its initial Business Combination within 18 months from the closing of the Public Offering (the “Combination Period”) or (b) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provide its public stockholders with the opportunity to redeem their common stock shares in conjunction with any such amendment. If the Company is unable to complete its initial 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 (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, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under the law of the state of Delaware to provide for claims of creditors and the requirements of other applicable law. The Company’s initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any founder shares held by them if the Company fails to complete its initial Business Combination within the Combination Period. However, if the initial stockholders acquire public shares in or after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete a Business Combination during the Combination Period. On October 29, 2020, the Company announced that, commencing on November 2, 2020, the holders of Units may elect to separately trade the shares of Class A common stock and warrants included in the Units. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The shares of Class A Common Stock and the warrants currently trade on the Nasdaq Capital Market under the symbols “TMTS” and “TMTSW,” respectively. The Units not separated will continue to trade on the Nasdaq Capital Market under the symbol “TMTSU.” Liquidity and Capital Resources As of December 31, 2020, the Company had cash of $1,007,130 not held in the Trust Account and available for working capital purposes. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating our business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to our Business Combination. Moreover, the Company may need to obtain additional financing or draw on the Working Capital Loans (as defined below) either to complete a Business Combination or because it becomes obligated to redeem a significant number of the public shares upon consummation of our Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of our Business Combination. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following the Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet our obligations. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 auditor 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. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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 The Company previously accounted for its outstanding warrants 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”). Upon review of the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (SPACs)” promulgated by the SEC on April 12, 2021, 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. An instrument would be considered indexed to an entity’s own stock if its settlement amount were equal the difference between the fair value of a fixed number of the entity’s equity shares and a fixed monetary amount or an instrument that includes variables that would be inputs to the fair value of a fixed-for-fixed forward or option on equity shares. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s warrants are not indexed to the Company’s ordinary shares 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 the tender offer provision included in the warrant agreement fails the “classified in shareholders’ 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. 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 operating expenses, cash flows or cash. As Adjustments As Balance sheet as of October 19, 2020 (audited) Warrant liability $ — $ 20,037,500 $ 20,037,500 Class A common stock subject to possible redemption 192,286,166 (20,037,500 ) 172,248,666 Class A common stock 106 197 303 Additional paid-in-capital 5,002,442 604,409 5,606,851 Accumulated deficit (3,122 ) (604,606 ) (607,728 ) Balance sheet as of December 31, 2020 (audited) Warrant liability $ — $ 23,012,500 $ 23,012,500 Class A common stock subject to possible redemption 192,104,523 (23,012,491 ) 169,092,032 Class A common stock 107 227 334 Additional paid-in-capital 5,153,561 3,579,370 8,732,931 Accumulated deficit (154,158 ) (3,579,606 ) (3,733,764 ) Stockholders’ equity 5,000,010 (9 ) 5,000,001 Statement of operations for the period from August 20, 2020 (inception) to December 31, 2020 (audited) Formation and operating costs $ 183,140 $ 604,606 $ 787,746 Change in fair value of warrant liability — $ (2,975,000 ) $ (2,975,000 ) Net loss (154,158 ) (3,579,606 ) (3,733,764 ) Basic and diluted weighted average shares outstanding, Class A common shares subject to possible redemption 9,670,943 (1,007,777 ) 8,663,166 Basic and diluted weighted average shares outstanding, Class A and Class B common stock 5,538,847 1,007,777 6,546,624 Basic and diluted net loss per share (0.03 ) — (0.57 ) Statement of changes in stockholders’ equity for the period from August 10, 2020 (inception) through December 31, 2020 Class A common stock shares 1,073,446 2,267,240 3,340,686 Class A common stock amount 107 227 334 Additional paid-in-capital 5,153,561 3,579,370 8,732,931 Accumulated deficit (154,158 ) (3,579,606 ) (3,733,764 ) Total stockholders’ equity 5,000,010 (9 ) 5,000,001 Statement of cash flows for the period from August 10, 2020 (inception) to December 31, 2020 Net loss $ (154,158 ) $ (3,579,606 ) $ (3,733,764 ) Change in fair value of warrant liability — 2,975,000 2,975,000 Transaction costs allocated to warrant liability — 604,606 604,606 Initial classification of warrant liability — 20,037,500 20,037,500 Initial value of Class A common stock subject to possible redemption 192,286,166 (20,037,500 ) 172,248,666 Change in value of Class A common stock subject to possible redemption (181,643 ) 3,338,277 3,156,634

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 of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Use of Estimates The preparation of financial statements in conformity with US 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 expenses during the reporting period. Significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly 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. Warrant Liability 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 ordinary shares, 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. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss in the statements of operations. The fair value of the warrants was initially estimated using a Monte Carlo simulation approach (see below in this Note 3). Investment and Cash Held in Trust Account At December 31, 2020, the assets held in the Trust Account were held in cash and U.S. Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with Financial Statements Accounting Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheet. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of December 31, 2020 due to the short maturities of such instruments. At December 31, 2020, assets held in the Trust Account were comprised of $5,071 in money market funds and $203,023,911 in U.S. Treasury securities. During the year ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account. At December 31, 2020, there were 10,000,000 Public Warrants and 8,750,000 Private Placement Warrants outstanding. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2020, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Description December 31, Quoted Prices Significant Significant Assets: U.S. Money Market held in trust Account 5,071 5,071 __ __ U.S. Treasury Securities held in Trust Account 203,023,911 203,023,911 --- --- Cash and marketable securities held in Trust Account $ 203,028,982 $ 203,028,982 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 11,200,000 $ 11,200,000 $ — $ — Warrant Liability – Private Placement Warrants $ 11,812,500 $ — $ — $ 11,812,500 The Company utilizes a Monte Carlo simulation model to value the warrants at each reporting period, with changes in fair value recognized in the statement of operations. If quoted prices exist for the Public Warrants, which was the case for December 31, 2020, the quoted price is used. The estimated fair value of the warrant liability is determined using Level 3 inputs if quoted prices do not exist. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The aforementioned warrant liabilities are not subject to qualified hedge accounting. There were no transfers between Levels 1, 2 or 3 during the year ended December 31, 2020. The following table provides quantitative information regarding Level 3 fair value measurements for both the Public and Private Placement warrants at of October 19, 2020 and only the private placement warrants as of December 31, 2020: At Public Warrants Stock Price $ 9.46 Strike Price $ 11.50 Term (in years) 7.0 Volatility (pre/post business combination) 10%/22 % Risk-free rate 0.3 % Dividend yield 0.0 % Redemption price 18.00 Fair value of warrants $ 1.05 As of At Private Placement Warrants Stock price $ 10.06 $ 9.46 Strike price $ 11.50 $ 11.50 Term (in years) 7.0 7.0 Volatility (pre/post business combination) 10%/25 % 10%/22 % Risk-free rate 0.4 % 0.3 % Dividend yield 0.0 % 0.0 % Redemption Price $ — $ — Fair value of warrants $ 1.35 $ 1.09 Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, subsequent to the initial measurement, the Company used the market quote to calculate fair value, which was $1.12 at December 31, 2020. The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Fair value as of August 20, 2020 $ — $ — $ — Initial measurement on October 19, 2020 9,537,500 10,500,000 20,037,500 Change in valuation inputs or other assumptions 2,275,000 700,000 2,975,000 Fair value as of December 31, 2020 $ 11,812,500 $ 11,200,000 $ 23,012,500 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees that are related to the IPO. Accordingly, on October 19, 2020, offering costs totaling $11,516,309 (consisting of $4,000,000 in underwriters’ discount, $7,000,000 in deferred underwriters’ discount, and $516,309 other offering expenses) have been allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities have been expensed and presented as non-operating expenses in the statement of operations and offering costs associated with the Class A common stock have been charged to stockholders’ equity. Net Loss Per Common Share Net loss per common stock is computed by dividing net loss by the weighted average number of common stock outstanding for each of the periods. The calculation of diluted loss per common stock does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment and (iii) Private Placement 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 warrants are exercisable to purchase 18,750,000 shares of Class A common stock in the aggregate. The Company’s statements of operations include a presentation of loss per share for Class A Common Stock subject to possible redemption in a manner similar to the two-class method of loss per common stock. Net income per common stock, basic and diluted, for redeemable Class A Common Stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable Class A Common Stock outstanding since original issuance. Net loss per common stock, basic and diluted, for non-redeemable Class A and Class B Common Stock is calculated by dividing the net loss, adjusted for income attributable to redeemable Class A Common Stock, by the weighted average number of non-redeemable Class A and Class B Common Stock outstanding for the periods. Non-redeemable Class B Common Stock include the Founder Shares as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account. For the Year ended Common stock subject to possible redemption Numerator: Net income allocable to Class A common stock subject to possible redemption Amortized Interest income on marketable securities held in trust $ 24,142 Less: interest available to be withdrawn for payment of taxes (24,142 ) Net income allocable to Class A common stock subject to possible redemption $ - Denominator: Weighted Average Redeemable Class A common stock Redeemable Class A Common Stock, Basic and Diluted 8,663,166 Basic and Diluted net income per share, Redeemable Class A Common Stock $ 0.00 Non-Redeemable Common Stock Numerator: Net Income minus Redeemable Net Earnings Net Loss $ (3,733,764 ) Redeemable Net Earnings - Non-Redeemable Net Loss $ (3,733,764 ) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, common stock 6,546,624 Basic and diluted net loss per share, common stock $ (0.57 ) Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the period from August 10, 2020 (inception) through 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. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Private Placement

Private Placement	5 Months Ended
	Dec. 31, 2020
Private Placement [Abstract]
Private Placement	Note 4 — Private Placement On October 19, 2020, simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 8,104,244 warrants at a price of $1.00 per warrant, with each warrant exercisable to purchase one share of the Class A common stock at a price of $11.50 per share, in a private placement. B. Riley Principal Investments, LLC purchased an aggregate of 645,756 identical warrants at a purchase price of $1.00 per warrant, generating aggregate gross proceeds of $8,750,000. A portion of the purchase price of the Private Placement Warrants were added to the proceeds from the IPO to be held in the Trust Account such that, at the time of closing, $203.0 million was held in the Trust Account. If the Company does not complete the initial Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the public shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	5 Months Ended
	Dec. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On August 21, 2020, the Sponsor paid $25,000, or approximately $0.0035 per share, to cover certain offering costs in consideration for 7,187,500 shares of Class B common stock, par value $0.0001 (the “founder shares”). In October 2020, the Sponsor returned to the Company, at no cost, an aggregate of 1,437,500 founder shares, which were cancelled, resulting in an aggregate of 5,750,000 founder shares outstanding and held by the Sponsor. Up to 750,000 founder shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriters. The forfeiture was to be adjusted to the extent that the over-allotment option was not exercised in full by the underwriters so that the founder shares will represent 20.0% of the Company’s issued and outstanding stocks after the IPO. On November 2, 2020, 750,000 founder shares were forfeited. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their founder shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “lock-up”). Notwithstanding the foregoing, if (1) the closing price of 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 180 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s stockholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up. Promissory Note — Related Party The Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note. This loan was non-interest bearing and payable on the earlier of March 31, 2021 or the completion of the IPO. For the period from August 10, 2020 (inception) to December 31, 2020, the Company has borrowed $191,046 under the promissory note. The amount was paid in full on October 26, 2020. Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. 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 $1.5 million of such Working Capital Loans may be convertible into Private Placement Warrants at a price of $1.00 per warrant. As of December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on October 19, 2020, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of December 31, 2020, the Company has incurred $25,000 administrative support fees.

Investment Held in Trust Accoun

Investment Held in Trust Account	5 Months Ended
	Dec. 31, 2020
Disclosure Text Block Supplement [Abstract]
Investment Held in Trust Account	Note 6 — Investment Held in Trust Account As of December 31, 2020, investments in the Company’s Trust Account consisted of $5,071 in U.S. Money Market and $203,023,911 in U.S. Treasury Securities. All of the U.S. Treasury Securities mature on February 25, 2021. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC 320 “Investments — Debt and Equity Securities”. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2020 are as follows: Carrying Gross Gross Fair Value U.S. Money Market $ 5,071 $ - $ - $ 5,071 U.S. Treasury Securities 203,023,911 6,784 - 203,030,695 $ 203,028,982 $ 6,784 $ - $ 203,035,766

Commitments & Contingencies

Commitments & Contingencies	5 Months Ended
	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	Note 7 — Commitments & Contingencies Registration Rights The holders of (i) the founder shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants, which were issued in a private placement simultaneously with the closing of the IPO and the Class A common stock underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of working capital loans (and the securities underlying such securities) will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. These holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company, subject to certain limitations. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the IPO to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the price paid by the underwriters in the IPO. The underwriters were paid an underwriting discount of $0.20 per unit, or $4,000,000 upon the closing of the IPO. Additionally, a deferred underwriting discount of $0.35 per unit, or $7,000,000 in the aggregate will be 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. The underwriters did not exercise the over-allotment option, and on November 2, 2020, 750,000 founder shares were forfeited.

Stockholder's Equity

Stockholder's Equity	5 Months Ended
	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
Stockholder's Equity	Note 8 — Stockholders’ Equity Preferred Stock Class A Common Stock Class B Common Stock Holders of the Class A common stocks and holders of the Class B common stocks will vote together as a single class on all matters submitted to a vote of the stockholders, except as required by law or stock exchange rule; provided that only holders of the Class B common stocks have the right to vote on the election of the Company’s directors prior to the initial Business Combination and holders of a majority of the Company’s Class B common stocks may remove a member of the board of directors for any reason. The Class B common stock will automatically convert into Class A common stock on the first business day following the consummation of the initial Business Combination at a ratio such that the number 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 (a) the total number of all shares of Class A common stocks issued and outstanding (including any shares of Class A common stock issued pursuant to the underwriter’s over-allotment option) upon the consummation of the IPO, plus (b) the sum of all shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (including any shares of Class A common stock issued pursuant to a forward purchase agreement), excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into Class A common stock issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Shares issued to the Sponsor, members of the Company’s management team or any of their affiliates upon conversion of Working Capital Loans, minus (c) the number of shares of Class A common stock redeemed in connection with the initial Business Combination, provided that such conversion of shares of Class B common stock shall never be less than the initial conversion ratio. In no event will the Class B common stock convert into Class A common stock at a rate of less than one-to one. Warrants th The Company may call the Public Warrants for redemption: ● 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 (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the reported closing price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”, as described in the warrant agreement. Additionally, in no event will the Company be required to net cash settle any Warrants. If the Company is unable to complete the initial Business Combination within the combination period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If (x) the Company issues additional Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 initial stockholders or their affiliates, without taking into account any founder shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance)(the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Common Stocks during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Income Tax

Income Tax	5 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income Tax	Note 9 — Income Tax The Company’s net deferred tax assets are as follows: December 31, Deferred tax asset Organizational costs and startup expenses $ 21,924 Federal net operating loss 10,449 Total deferred tax asset 32,373 Valuation allowance (32,373 ) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: December 31, Federal Current $ — Deferred 32,373 State Current — Deferred — Change in valuation allowance (32,373 ) Income tax provision $ — As of December 31, 2020, the Company has $49,757 of U.S. federal net operating loss carryovers, which do not expire, and no state net 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 or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from August 10, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $32,373. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of warrant liability (20.1 )% Formation and operating costs (0.9 )% Income tax provision — % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

Subsequent Events

Subsequent Events	5 Months Ended
	Dec. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 10 — 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. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	5 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US 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 expenses during the reporting period. Significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly 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.
Warrant Liability	Warrant Liability 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 ordinary shares, 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. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss in the statements of operations. The fair value of the warrants was initially estimated using a Monte Carlo simulation approach (see below in this Note 3).
Investment and Cash Held in Trust Account	Investment and Cash Held in Trust Account At December 31, 2020, the assets held in the Trust Account were held in cash and U.S. Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with Financial Statements Accounting Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned.
Fair Value Measurements	Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheet. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of December 31, 2020 due to the short maturities of such instruments. At December 31, 2020, assets held in the Trust Account were comprised of $5,071 in money market funds and $203,023,911 in U.S. Treasury securities. During the year ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account. At December 31, 2020, there were 10,000,000 Public Warrants and 8,750,000 Private Placement Warrants outstanding. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2020, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Description December 31, Quoted Prices Significant Significant Assets: U.S. Money Market held in trust Account 5,071 5,071 __ __ U.S. Treasury Securities held in Trust Account 203,023,911 203,023,911 --- --- Cash and marketable securities held in Trust Account $ 203,028,982 $ 203,028,982 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 11,200,000 $ 11,200,000 $ — $ — Warrant Liability – Private Placement Warrants $ 11,812,500 $ — $ — $ 11,812,500 The Company utilizes a Monte Carlo simulation model to value the warrants at each reporting period, with changes in fair value recognized in the statement of operations. If quoted prices exist for the Public Warrants, which was the case for December 31, 2020, the quoted price is used. The estimated fair value of the warrant liability is determined using Level 3 inputs if quoted prices do not exist. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The aforementioned warrant liabilities are not subject to qualified hedge accounting. There were no transfers between Levels 1, 2 or 3 during the year ended December 31, 2020. The following table provides quantitative information regarding Level 3 fair value measurements for both the Public and Private Placement warrants at of October 19, 2020 and only the private placement warrants as of December 31, 2020: At Public Warrants Stock Price $ 9.46 Strike Price $ 11.50 Term (in years) 7.0 Volatility (pre/post business combination) 10%/22 % Risk-free rate 0.3 % Dividend yield 0.0 % Redemption price 18.00 Fair value of warrants $ 1.05 As of At Private Placement Warrants Stock price $ 10.06 $ 9.46 Strike price $ 11.50 $ 11.50 Term (in years) 7.0 7.0 Volatility (pre/post business combination) 10%/25 % 10%/22 % Risk-free rate 0.4 % 0.3 % Dividend yield 0.0 % 0.0 % Redemption Price $ — $ — Fair value of warrants $ 1.35 $ 1.09 Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, subsequent to the initial measurement, the Company used the market quote to calculate fair value, which was $1.12 at December 31, 2020. The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Fair value as of August 20, 2020 $ — $ — $ — Initial measurement on October 19, 2020 9,537,500 10,500,000 20,037,500 Change in valuation inputs or other assumptions 2,275,000 700,000 2,975,000 Fair value as of December 31, 2020 $ 11,812,500 $ 11,200,000 $ 23,012,500
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Common Stock Subject to Possible Redemption	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.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Offering Costs	Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees that are related to the IPO. Accordingly, on October 19, 2020, offering costs totaling $11,516,309 (consisting of $4,000,000 in underwriters’ discount, $7,000,000 in deferred underwriters’ discount, and $516,309 other offering expenses) have been allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities have been expensed and presented as non-operating expenses in the statement of operations and offering costs associated with the Class A common stock have been charged to stockholders’ equity.
Net Loss Per Common Share	Net Loss Per Common Share Net loss per common stock is computed by dividing net loss by the weighted average number of common stock outstanding for each of the periods. The calculation of diluted loss per common stock does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment and (iii) Private Placement 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 warrants are exercisable to purchase 18,750,000 shares of Class A common stock in the aggregate. The Company’s statements of operations include a presentation of loss per share for Class A Common Stock subject to possible redemption in a manner similar to the two-class method of loss per common stock. Net income per common stock, basic and diluted, for redeemable Class A Common Stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable Class A Common Stock outstanding since original issuance. Net loss per common stock, basic and diluted, for non-redeemable Class A and Class B Common Stock is calculated by dividing the net loss, adjusted for income attributable to redeemable Class A Common Stock, by the weighted average number of non-redeemable Class A and Class B Common Stock outstanding for the periods. Non-redeemable Class B Common Stock include the Founder Shares as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account. For the Year ended Common stock subject to possible redemption Numerator: Net income allocable to Class A common stock subject to possible redemption Amortized Interest income on marketable securities held in trust $ 24,142 Less: interest available to be withdrawn for payment of taxes (24,142 ) Net income allocable to Class A common stock subject to possible redemption $ - Denominator: Weighted Average Redeemable Class A common stock Redeemable Class A Common Stock, Basic and Diluted 8,663,166 Basic and Diluted net income per share, Redeemable Class A Common Stock $ 0.00 Non-Redeemable Common Stock Numerator: Net Income minus Redeemable Net Earnings Net Loss $ (3,733,764 ) Redeemable Net Earnings - Non-Redeemable Net Loss $ (3,733,764 ) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, common stock 6,546,624 Basic and diluted net loss per share, common stock $ (0.57 )
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the period from August 10, 2020 (inception) through 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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	5 Months Ended
	Dec. 31, 2020
Condensed Financial Information Disclosure [Abstract]
Schedule of restatement of balance sheets, statements of operations, cash flow statement and statement of changes in equity	As Adjustments As Balance sheet as of October 19, 2020 (audited) Warrant liability $ — $ 20,037,500 $ 20,037,500 Class A common stock subject to possible redemption 192,286,166 (20,037,500 ) 172,248,666 Class A common stock 106 197 303 Additional paid-in-capital 5,002,442 604,409 5,606,851 Accumulated deficit (3,122 ) (604,606 ) (607,728 ) Balance sheet as of December 31, 2020 (audited) Warrant liability $ — $ 23,012,500 $ 23,012,500 Class A common stock subject to possible redemption 192,104,523 (23,012,491 ) 169,092,032 Class A common stock 107 227 334 Additional paid-in-capital 5,153,561 3,579,370 8,732,931 Accumulated deficit (154,158 ) (3,579,606 ) (3,733,764 ) Stockholders’ equity 5,000,010 (9 ) 5,000,001 Statement of operations for the period from August 20, 2020 (inception) to December 31, 2020 (audited) Formation and operating costs $ 183,140 $ 604,606 $ 787,746 Change in fair value of warrant liability — $ (2,975,000 ) $ (2,975,000 ) Net loss (154,158 ) (3,579,606 ) (3,733,764 ) Basic and diluted weighted average shares outstanding, Class A common shares subject to possible redemption 9,670,943 (1,007,777 ) 8,663,166 Basic and diluted weighted average shares outstanding, Class A and Class B common stock 5,538,847 1,007,777 6,546,624 Basic and diluted net loss per share (0.03 ) — (0.57 ) Statement of changes in stockholders’ equity for the period from August 10, 2020 (inception) through December 31, 2020 Class A common stock shares 1,073,446 2,267,240 3,340,686 Class A common stock amount 107 227 334 Additional paid-in-capital 5,153,561 3,579,370 8,732,931 Accumulated deficit (154,158 ) (3,579,606 ) (3,733,764 ) Total stockholders’ equity 5,000,010 (9 ) 5,000,001 Statement of cash flows for the period from August 10, 2020 (inception) to December 31, 2020 Net loss $ (154,158 ) $ (3,579,606 ) $ (3,733,764 ) Change in fair value of warrant liability — 2,975,000 2,975,000 Transaction costs allocated to warrant liability — 604,606 604,606 Initial classification of warrant liability — 20,037,500 20,037,500 Initial value of Class A common stock subject to possible redemption 192,286,166 (20,037,500 ) 172,248,666 Change in value of Class A common stock subject to possible redemption (181,643 ) 3,338,277 3,156,634

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	5 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Schedule of assets and liabilities that were measured at fair value on a recurring basis	Description December 31, Quoted Prices Significant Significant Assets: U.S. Money Market held in trust Account 5,071 5,071 __ __ U.S. Treasury Securities held in Trust Account 203,023,911 203,023,911 --- --- Cash and marketable securities held in Trust Account $ 203,028,982 $ 203,028,982 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 11,200,000 $ 11,200,000 $ — $ — Warrant Liability – Private Placement Warrants $ 11,812,500 $ — $ — $ 11,812,500
Schedule of fair value measurements for both the Public and Private Placement	At Public Warrants Stock Price $ 9.46 Strike Price $ 11.50 Term (in years) 7.0 Volatility (pre/post business combination) 10%/22 % Risk-free rate 0.3 % Dividend yield 0.0 % Redemption price 18.00 Fair value of warrants $ 1.05 As of At Private Placement Warrants Stock price $ 10.06 $ 9.46 Strike price $ 11.50 $ 11.50 Term (in years) 7.0 7.0 Volatility (pre/post business combination) 10%/25 % 10%/22 % Risk-free rate 0.4 % 0.3 % Dividend yield 0.0 % 0.0 % Redemption Price $ — $ — Fair value of warrants $ 1.35 $ 1.09
Schedule of changes in fair value of warrant liabilities	Private Public Warrant Fair value as of August 20, 2020 $ — $ — $ — Initial measurement on October 19, 2020 9,537,500 10,500,000 20,037,500 Change in valuation inputs or other assumptions 2,275,000 700,000 2,975,000 Fair value as of December 31, 2020 $ 11,812,500 $ 11,200,000 $ 23,012,500
Schedule of fair value measurements for both the Public and Private Placement	For the Year ended Common stock subject to possible redemption Numerator: Net income allocable to Class A common stock subject to possible redemption Amortized Interest income on marketable securities held in trust $ 24,142 Less: interest available to be withdrawn for payment of taxes (24,142 ) Net income allocable to Class A common stock subject to possible redemption $ - Denominator: Weighted Average Redeemable Class A common stock Redeemable Class A Common Stock, Basic and Diluted 8,663,166 Basic and Diluted net income per share, Redeemable Class A Common Stock $ 0.00 Non-Redeemable Common Stock Numerator: Net Income minus Redeemable Net Earnings Net Loss $ (3,733,764 ) Redeemable Net Earnings - Non-Redeemable Net Loss $ (3,733,764 ) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, common stock 6,546,624 Basic and diluted net loss per share, common stock $ (0.57 )

Investment Held in Trust Acco_2

Investment Held in Trust Account (Tables)	5 Months Ended
	Dec. 31, 2020
Disclosure Text Block Supplement [Abstract]
Schedule of fair value of held to maturity securities	Carrying Gross Gross Fair Value U.S. Money Market $ 5,071 $ - $ - $ 5,071 U.S. Treasury Securities 203,023,911 6,784 - 203,030,695 $ 203,028,982 $ 6,784 $ - $ 203,035,766

Income Tax (Tables)

Income Tax (Tables)	5 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Schedule of net deferred tax assets	December 31, Deferred tax asset Organizational costs and startup expenses $ 21,924 Federal net operating loss 10,449 Total deferred tax asset 32,373 Valuation allowance (32,373 ) Deferred tax asset, net of allowance $ —
Schedule of income tax provision	December 31, Federal Current $ — Deferred 32,373 State Current — Deferred — Change in valuation allowance (32,373 ) Income tax provision $ —
Schedule of a reconciliation of the federal income tax rate	Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of warrant liability (20.1 )% Formation and operating costs (0.9 )% Income tax provision — %

Organization and Business Ope_2

Organization and Business Operation (Details) - USD ($)	1 Months Ended	5 Months Ended
	Oct. 19, 2020	Dec. 31, 2020
Organization and Business Operation (Details) [Line Items]
Warrants, description	Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as described in this IPO. Only whole warrants are exercisable. Simultaneously with the closing of the IPO, the Company consummated the sale of 8,750,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement, generating gross proceeds of $8,750,000, which is described in Note 4.
Underwriting discount	$ 4,000,000
Deferred underwriters discount	7,000,000
Other offering costs	$ 516,309
Minimum percentage of trust account required for business combination		80.00%
Percentage of outstanding voting securities		50.00%
Proposed public offering, description		the IPO on October 19, 2020, an amount equal to at least $10.15 per Unit sold in the IPO was held in a trust account (“Trust Account”), to be invested only in U.S. government securities, with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations.
Pro rata per share (in Dollars per share)		$ 10.15
Net tangible assets		$ 5,000,001
Restriction on the amount that a public shareholder can redeem		15.00%
Interest to pay dissolution expenses		$ 100,000
Cash		$ 1,007,130
Sponsor [Member]
Organization and Business Operation (Details) [Line Items]
Initial business combination redeem percentage		100.00%
Proposed Public Offering [Member]
Organization and Business Operation (Details) [Line Items]
Initial business combination redeem percentage		100.00%
IPO [Member]
Organization and Business Operation (Details) [Line Items]
Sale of stock (in Shares)	20,000,000
Per share (in Dollars per share)	$ 10
Generating gross proceeds	$ 200,000,000
Transaction costs		$ 11,516,309
Underwriting discount		4,000,000
Deferred underwriters discount		7,000,000
Other offering costs		$ 516,309

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details)	Dec. 31, 2020
Condensed Financial Information Disclosure [Abstract]
Ownership percentage	50.00%

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of balance sheets, statements of operations, cash flow statement and statement of changes in equity - USD ($)	4 Months Ended	5 Months Ended
	Dec. 31, 2020	Dec. 31, 2020	Oct. 19, 2020
As Previously Reported [Member]
Balance sheet as of October 19, 2020 (audited)
Warrant liability
Class A common stock subject to possible redemption	192,104,523	192,104,523	192,286,166
Additional paid-in-capital	5,153,561	5,153,561	5,002,442
Accumulated deficit	(154,158)	(154,158)	(3,122)
Stockholders’ equity	5,000,010	5,000,010
Formation and operating costs	183,140
Change in fair value of warrant liability
Net loss	$ (154,158)	(154,158)
Transaction costs allocated to warrant liability
Initial classification of warrant liability
Initial value of Class A common stock subject to possible redemption		192,286,166
Change in value of Class A common stock subject to possible redemption		$ (181,643)
Basic and diluted weighted average shares outstanding, Class A common shares subject to possible redemption (in Shares)	9,670,943
Basic and diluted weighted average shares outstanding, Class A and Class B common stock (in Shares)	5,538,847
Basic and diluted net loss per share (in Dollars per share)	$ (0.03)
Class A common stock shares (in Shares)		1,073,446
Class A common stock amount		$ 107
As Previously Reported [Member] | Class A Common Stock [Member]
Balance sheet as of October 19, 2020 (audited)
Class A common stock	$ 107	107	106
Adjustments [Member]
Balance sheet as of October 19, 2020 (audited)
Warrant liability	23,012,500	23,012,500	20,037,500
Class A common stock subject to possible redemption	(23,012,491)	(23,012,491)	(20,037,500)
Additional paid-in-capital	3,579,370	3,579,370	604,409
Accumulated deficit	(3,579,606)	(3,579,606)	(604,606)
Stockholders’ equity	(9)	(9)
Formation and operating costs	604,606
Change in fair value of warrant liability	(2,975,000)	2,975,000
Net loss	$ (3,579,606)	(3,579,606)
Transaction costs allocated to warrant liability		604,606
Initial classification of warrant liability		20,037,500
Initial value of Class A common stock subject to possible redemption		(20,037,500)
Change in value of Class A common stock subject to possible redemption		$ 3,338,277
Basic and diluted weighted average shares outstanding, Class A common shares subject to possible redemption (in Shares)	(1,007,777)
Basic and diluted weighted average shares outstanding, Class A and Class B common stock (in Shares)	1,007,777
Basic and diluted net loss per share (in Dollars per share)
Class A common stock shares (in Shares)		2,267,240
Class A common stock amount		$ 227
Adjustments [Member] | Class A Common Stock [Member]
Balance sheet as of October 19, 2020 (audited)
Class A common stock	$ 227	227	197
As Restated [Member]
Balance sheet as of October 19, 2020 (audited)
Warrant liability	23,012,500	23,012,500	20,037,500
Class A common stock subject to possible redemption	169,092,032	169,092,032	172,248,666
Additional paid-in-capital	8,732,931	8,732,931	5,606,851
Accumulated deficit	(3,733,764)	(3,733,764)	(607,728)
Stockholders’ equity	5,000,001	5,000,001
Formation and operating costs	787,746
Change in fair value of warrant liability	(2,975,000)	2,975,000
Net loss	$ (3,733,764)	(3,733,764)
Transaction costs allocated to warrant liability		604,606
Initial classification of warrant liability		20,037,500
Initial value of Class A common stock subject to possible redemption		172,248,666
Change in value of Class A common stock subject to possible redemption		$ 3,156,634
Basic and diluted weighted average shares outstanding, Class A common shares subject to possible redemption (in Shares)	8,663,166
Basic and diluted weighted average shares outstanding, Class A and Class B common stock (in Shares)	6,546,624
Basic and diluted net loss per share (in Dollars per share)	$ (0.57)
Class A common stock shares (in Shares)		3,340,686
Class A common stock amount		$ 334
As Restated [Member] | Class A Common Stock [Member]
Balance sheet as of October 19, 2020 (audited)
Class A common stock	$ 334	$ 334	$ 303

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	1 Months Ended	5 Months Ended
	Oct. 19, 2020	Dec. 31, 2020
Summary of Significant Accounting Policies (Details) [Line Items]
Asset held in trust account		$ 5,071
Money market funds		5,071
Warrant		$ 2,975,000
Fair value of Quote price (in Dollars per share)		$ 1.12
Federal depository insurance coverage amount		$ 250,000
Offering costs totaling	$ 11,516,309
Underwriters discount	4,000,000
Deferred underwriters discount	7,000,000
Other offering expenses	$ 516,309
Warrants exercisable to purchase (in Shares)		18,750,000
Public Warrants [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Warrant		$ 10,000,000
Private Placement Warrants outstanding [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Warrant		8,750,000
US Treasury Securities [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Money market funds		$ 203,023,911

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of assets and liabilities that were measured at fair value on a recurring basis	Dec. 31, 2020USD ($)
Assets:
U.S. Money Market held in trust Account	$ 5,071
U.S. Treasury Securities held in Trust Account	203,023,911
Cash and marketable securities held in Trust Account	203,028,982
Liabilities:
Warrant Liability – Public Warrants	11,200,000
Warrant Liability – Private Placement Warrants	11,812,500
Quoted Prices in Active Markets (Level 1) [Member]
Assets:
U.S. Money Market held in trust Account	5,071
U.S. Treasury Securities held in Trust Account	203,023,911
Cash and marketable securities held in Trust Account	203,028,982
Liabilities:
Warrant Liability – Public Warrants	11,200,000
Warrant Liability – Private Placement Warrants
Significant Other Observable Inputs (Level 2) [Member]
Assets:
U.S. Money Market held in trust Account
U.S. Treasury Securities held in Trust Account
Cash and marketable securities held in Trust Account
Liabilities:
Warrant Liability – Public Warrants
Warrant Liability – Private Placement Warrants
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
U.S. Money Market held in trust Account
U.S. Treasury Securities held in Trust Account
Cash and marketable securities held in Trust Account
Liabilities:
Warrant Liability – Public Warrants
Warrant Liability – Private Placement Warrants	$ 11,812,500

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of fair value measurements for both the Public and Private Placement - $ / shares	1 Months Ended	5 Months Ended
	Oct. 19, 2020	Dec. 31, 2020
Public Warrants [Member]
Public Warrants
Stock Price (in Dollars per share)	$ 9.46
Strike Price (in Dollars per share)	$ 11.50
Term (in years)	7 years
Risk-free rate	0.30%
Dividend yield	0.00%
Redemption price (in Dollars per share)	$ 18
Fair value of warrants (in Dollars per share)	1.05
Private Placement Warrants [Member]
Public Warrants
Stock Price (in Dollars per share)	9.46	$ 10.06
Strike Price (in Dollars per share)	$ 11.50	$ 11.50
Term (in years)	7 years	7 years
Risk-free rate	0.30%	0.40%
Dividend yield	0.00%	0.00%
Fair value of warrants (in Dollars per share)	$ 1.09	$ 1.35
Minimum [Member] | Public Warrants [Member]
Public Warrants
Volatility (pre/post business combination)	10.00%
Minimum [Member] | Private Placement Warrants [Member]
Public Warrants
Volatility (pre/post business combination)	10.00%	10.00%
Maximum [Member] | Public Warrants [Member]
Public Warrants
Volatility (pre/post business combination)	22.00%
Maximum [Member] | Private Placement Warrants [Member]
Public Warrants
Volatility (pre/post business combination)	22.00%	25.00%

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of changes in fair value of warrant liabilities	5 Months Ended
	Dec. 31, 2020USD ($)
Private Placement [Member]
Summary of Significant Accounting Policies (Details) - Schedule of changes in fair value of warrant liabilities [Line Items]
Fair value as of Warrant liability, begining
Initial measurement on October 19, 2020	9,537,500
Change in valuation inputs or other assumptions	2,275,000
Fair value as of Warrant liability, ending	11,812,500
Public [Member]
Summary of Significant Accounting Policies (Details) - Schedule of changes in fair value of warrant liabilities [Line Items]
Fair value as of Warrant liability, begining
Initial measurement on October 19, 2020	10,500,000
Change in valuation inputs or other assumptions	700,000
Fair value as of Warrant liability, ending	11,200,000
Warrant Liabilities [Member]
Summary of Significant Accounting Policies (Details) - Schedule of changes in fair value of warrant liabilities [Line Items]
Fair value as of Warrant liability, begining
Initial measurement on October 19, 2020	20,037,500
Change in valuation inputs or other assumptions	2,975,000
Fair value as of Warrant liability, ending	$ 23,012,500

Summary of Significant Accoun_7

Summary of Significant Accounting Policies (Details) - Schedule of weighted average number of non-redeemable	5 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
Numerator: Net income allocable to Class A common stock subject to possible redemption
Amortized Interest income on marketable securities held in trust	$ 24,142
Less: interest available to be withdrawn for payment of taxes	(24,142)
Net income allocable to Class A common stock subject to possible redemption
Denominator: Weighted Average Redeemable Class A common stock
Redeemable Class A Common Stock, Basic and Diluted	$ 8,663,166
Basic and Diluted net income per share, Redeemable Class A Common Stock (in Shares) | shares	0
Numerator: Net Income minus Redeemable Net Earnings
Net Loss	$ (3,733,764)
Redeemable Net Earnings (in Shares) | shares
Non-Redeemable Net Loss	$ (3,733,764)
Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding, common stock (in Shares) | shares	6,546,624
Basic and diluted net loss per share, common stock (in Dollars per share) | $ / shares	$ (0.57)

Private Placement (Details)

Private Placement (Details) - USD ($)	1 Months Ended	5 Months Ended
	Oct. 19, 2020	Dec. 31, 2020
Private Placement (Details) [Line Items]
Identical warrants	645,756
Warrants purchase price, per share	$ 1
Gross proceeds		8,750,000
Assets held in the trust account	$ 203,000,000	$ 203,035,766
Private Placement [Member]
Private Placement (Details) [Line Items]
Aggregate purchase share	8,104,244
Warrants price, per share	$ 1	$ 1
Gross proceeds	8,750,000
Class A Common Stock [Member]
Private Placement (Details) [Line Items]
Common stock price, per share	$ 11.50

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Nov. 02, 2020	Aug. 21, 2020	Oct. 31, 2020	Dec. 31, 2020	Oct. 19, 2020
Related Party Transactions (Details) [Line Items]
Working capital loans (in Dollars)				$ 1,500,000
Office rent per month (in Dollars)				$ 25,000	$ 10,000
IPO [Member]
Related Party Transactions (Details) [Line Items]
Related Party, description				The Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note. This loan was non-interest bearing and payable on the earlier of March 31, 2021 or the completion of the IPO. For the period from August 10, 2020 (inception) to December 31, 2020, the Company has borrowed $191,046 under the promissory note.
Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Price per warrant (in Dollars per share)				$ 1	$ 1
Founder Share [Member]
Related Party Transactions (Details) [Line Items]
Sponsor payments (in Dollars)		$ 25,000
Price per share (in Dollars per share)		$ 0.0035
Price per share (in Dollars per share)		$ 0.0001
Aggregate founder share			1,437,500
Founder shares outstanding			5,750,000
Forfeiture of founders shares			750,000
Percentage of issued and outstanding stock			20.00%
Forfeited founder shares	750,000
Class B common stock [Member]
Related Party Transactions (Details) [Line Items]
Common stock shares consideration		7,187,500
Price per share (in Dollars per share)				0.0001
Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Price per share (in Dollars per share)				0.0001
Common stock exceeds, per share (in Dollars per share)				$ 12

Investment Held in Trust Acco_3

Investment Held in Trust Account (Details)	Dec. 31, 2020USD ($)
U.S. Money Market [Member]
Investment Held in Trust Account (Details) [Line Items]
Assets Held-in-trust, Noncurrent	$ 5,071
U.S. Treasury Securities [Member]
Investment Held in Trust Account (Details) [Line Items]
Assets Held-in-trust, Noncurrent	$ 203,023,911

Investment Held in Trust Acco_4

Investment Held in Trust Account (Details) - Schedule of fair value of held to maturity securities - USD ($)	5 Months Ended
	Dec. 31, 2020	Oct. 19, 2020
Marketable Securities [Line Items]
Carrying Value/Amortized Cost	$ 203,028,982
Gross Unrealized Gains	6,784
Gross Unrealized Losses
Total	203,035,766	$ 203,000,000
U.S. Money Market [Member]
Marketable Securities [Line Items]
Carrying Value/Amortized Cost	5,071
Gross Unrealized Gains
Gross Unrealized Losses
Total	5,071
U.S. Treasury Securities [Member]
Marketable Securities [Line Items]
Carrying Value/Amortized Cost	203,023,911
Gross Unrealized Gains	6,784
Gross Unrealized Losses
Total	$ 203,030,695

Commitments & Contingencies (De

Commitments & Contingencies (Details) - USD ($)	Nov. 02, 2020	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Purchase additional units		3,000,000
Underwriting discount		$ 0.20
Deferred underwriting fees		$ 4,000,000
Deferred per share		$ 0.35
Deferred underwriting discount		$ 7,000,000
Forfeited shares	750,000

Stockholder's Equity (Details)

Stockholder's Equity (Details)	5 Months Ended
	Dec. 31, 2020$ / sharesshares
Stockholder's Equity (Details) [Line Items]
Preferred stock, shares authorized	1,000,000
Preferred stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Public warrants, description	If (x) the Company issues additional Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 initial stockholders or their affiliates, without taking into account any founder shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance)(the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Common Stocks during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Class A Common Stock [Member]
Stockholder's Equity (Details) [Line Items]
Common stock, shares authorized	200,000,000
Common stock par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares issued	1,073,446
Common stock, shares outstanding	18,926,554
Issued and outstanding shares of public offering, percentage	20.00%
Underwriting agreement, description	The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company may call the Public Warrants for redemption: ● 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 (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the reported closing price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”, as described in the warrant agreement. Additionally, in no event will the Company be required to net cash settle any Warrants. If the Company is unable to complete the initial 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.
Common stock, shares outstanding	3,340,686
Common Class B [Member]
Stockholder's Equity (Details) [Line Items]
Common stock, shares authorized	20,000,000
Common stock par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares issued	5,000,000
Common stock, shares outstanding	5,000,000

Income Tax (Details)

Income Tax (Details)	5 Months Ended
	Dec. 31, 2020USD ($)
Income Tax Disclosure [Abstract]
U.S. federal net operating loss	$ 49,757
Valuation allowance, deferred tax asset	$32,373

Income Tax (Details) - Schedule

Income Tax (Details) - Schedule of net deferred tax assets	Dec. 31, 2020USD ($)
Deferred tax asset
Organizational costs and startup expenses	$ 21,924
Federal net operating loss	10,449
Total deferred tax asset	32,373
Valuation allowance	(32,373)
Deferred tax asset, net of allowance

Income Tax (Details) - Schedu_2

Income Tax (Details) - Schedule of income tax provision	5 Months Ended
	Dec. 31, 2020USD ($)
Federal
Current
Deferred	32,373
State
Current
Deferred
Change in valuation allowance	(32,373)
Income tax provision

Income Tax (Details) - Schedu_3

Income Tax (Details) - Schedule of a reconciliation of the federal income tax rate	5 Months Ended
	Dec. 31, 2020
Schedule of a reconciliation of the federal income tax rate [Abstract]
Statutory federal income tax rate	21.00%
State taxes, net of federal tax benefit	0.00%
Change in fair value of warrant liability	(20.10%)
Formation and operating costs	(0.90%)
Income tax provision