Pardes Biosciences (PRDS) S-4 4 Aug 21 Registration of securities issued in business combination transactions Financial data

Document And Entity Information

Document And Entity Information	3 Months Ended
	Mar. 31, 2021
Document Information Line Items
Entity Registrant Name	FS Development Corp. II
Document Type	S-4
Amendment Flag	false
Entity Central Index Key	0001822711
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)		Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash		$ 958,372	$ 8,800
Prepaid expenses		750,653
Total current assets		1,709,025	8,800
Deferred offering costs associated with public offering			82,900
Cash held in Trust Account		201,250,331
Total Assets		202,959,356	91,700
Current liabilities:
Accounts payable		140,244	1,032
Accrued expenses		51,250	16,700
Franchise tax payable		48,817
Note payable			50,000
Total current liabilities		240,311	67,732
Deferred underwriting commissions		7,043,750
Total liabilities		7,284,061	67,732
Commitments and Contingencies
Class A common stock, $0.0001 par value; 19,067,529 shares subject to possible redemption at $0.00 per share		190,675,290
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; 100,000,000 shares authorized; none issued and outstanding as of December 31, 2020; 1,659,971 shares issued and outstanding as of March 31, 2021 (excluding 19,067,529 shares subject to possible redemption)		166
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,031,250 shares issued and outstanding(1)	[1]	503	503
Additional paid-in capital		5,168,561	24,497
Accumulated deficit		(169,225)	(1,032)
Total stockholders’ equity		5,000,005	23,968
Total Liabilities and Stockholders’ Equity		$ 202,959,356	$ 91,700
[1]	At December 31, 2020, the shares and the associated amounts have been retroactively restated to reflect a 1:1½ stock split of each outstanding share of Class B common stock on February 5, 2021 and a 1:1¹∕₆ stock split of each outstanding share of Class B common stock on February 16, 2021, resulting in an aggregate of 5,031,250 shares of Class B common stock outstanding (see Note 4).

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A common stock
Common stock, par value (in Dollars per share)	$ 0.0001
Shares subject to possible redemption (in Dollars)	$ 19,067,529
Subject to possible redemption per share (in Dollars per share)	$ 0
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	1,659,971
Common stock, shares outstanding	1,659,971
Class B common stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	5,031,250	2,875,000
Common stock, shares outstanding	5,031,250	2,875,000

Unaudited Condensed Statements

Unaudited Condensed Statements of Operations - USD ($)		3 Months Ended	5 Months Ended
		Mar. 31, 2021	Dec. 31, 2020
General and administrative expenses		$ 109,075	$ 1,032
General and administrative expenses – related party		10,000
Franchise tax expense		49,449
Loss from operations		(168,524)
Income earned from investments held in Trust Account		331
Net loss		$ (168,193)	$ (1,032)
Weighted average shares outstanding, basic and diluted (in Shares)	[1]		2,500,000
Basic and diluted net loss per share (in Dollars per share)			$ 0
Class A common Stock
Weighted average shares outstanding, basic and diluted (in Shares)		20,727,500
Basic and diluted net loss per share (in Dollars per share)
Class B common Stock
Weighted average shares outstanding, basic and diluted (in Shares)		4,681,250
Basic and diluted net loss per share (in Dollars per share)		$ (0.04)
[1]	This number excludes an aggregate of up to 375,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

Unaudited Condensed Statement_2

Unaudited Condensed Statements of Changes in Stockholders’ Equity - USD ($)		Class ACommon Stock	Class BCommon Stock		Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Aug. 20, 2020
Balance (in Shares) at Aug. 20, 2020
Issuance of Class B common stock to Sponsor	[1]		$ 288		24,712		25,000
Issuance of Class B common stock to Sponsor (in Shares)	[1]		2,875,000
Net loss						(1,032)	(1,032)
Balance at Dec. 31, 2020			$ 503		24,497	(1,032)	23,968
Balance (in Shares) at Dec. 31, 2020			5,031,250	[2]
Sale of shares in initial public offering, gross		$ 2,013			201,247,987		201,250,000
Sale of shares in initial public offering, gross (in Shares)		20,125,000
Offering costs					(11,455,480)		(11,455,480)
Sale of private placement shares to Sponsor in private placement		$ 60			6,024,940		6,025,000
Sale of private placement shares to Sponsor in private placement (in Shares)		602,500
Common stock subject to possible redemption		$ (1,907)			(190,673,383)		(190,675,290)
Common stock subject to possible redemption (in Shares)		(19,067,529)
Net loss						(168,193)	(168,193)
Balance at Mar. 31, 2021		$ 166	$ 503		$ 5,168,561	$ (169,225)	$ 5,000,005
Balance (in Shares) at Mar. 31, 2021		1,659,971	5,031,250	[2]
[1]	This number includes up to 375,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.
[2]	At December 31, 2020, the shares and the associated amounts have been retroactively restated to reflect a 1:1½ stock split of each outstanding share of Class B common stock on February 5, 2021 and a 1:1¹⁄₆ stock split of each outstanding share of Class B common stock on February 16, 2021, resulting in an aggregate of 5,031,250 shares of Class B common stock outstanding (see Note 4).

Unaudited Condensed Statement o

Unaudited Condensed Statement of Cash Flows - USD ($)	3 Months Ended	4 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Cash Flows from Operating Activities:
Net loss	$ (168,193)	$ (1,032)
Adjustments to reconcile net loss to net cash used in operating activities:
Income earned from investments held in Trust Account	(331)
Changes in operating assets and liabilities:
Prepaid expenses	(750,653)
Franchise tax payable	48,817
Accounts payable	5,937	1,032
Accrued expenses	6,250
Net cash used in operating activities	(858,173)
Cash Flows from Investing Activities
Cash deposited in Trust Account	(201,250,000)
Net cash used in investing activities	(201,250,000)
Cash Flows from Financing Activities:
Proceeds from note payable to related party	150,000	50,000
Payment of deferred offering costs		(41,200)
Repayment of note payable to related party	(200,000)
Proceeds received from initial public offering, gross	201,250,000
Proceeds received from private placement	6,025,000
Offering costs paid	(4,167,255)
Net cash provided by financing activities	203,057,745	8,800
Net change in cash	949,572	8,800
Cash – beginning of the period	8,800
Cash – end of the period	958,372	8,800
Supplemental disclosure of noncash activities:
Deferred offering costs included in accrued expenses		16,700
Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock		$ 25,000
Offering costs included in accounts payable	133,275
Offering costs included in accrued expenses	45,000
Deferred underwriting commissions in connection with the initial public offering	7,043,750
Initial value of Class A common stock subject to possible redemption	190,767,360
Change in Value of Class A common stock subject to possible redemption	$ (92,070)

Description of Organization and

Description of Organization and Business Operations	3 Months Ended	4 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations FS Development Corp. II (the “Company”) is a blank check company incorporated in Delaware on August As of March -operating The Company’s sponsor is FS Development Holdings II, LLC, a Delaware limited liability company (the “Sponsor”). The registration statements for the Company’s Initial Public Offering became effective on February -allotment Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 602,500 Upon the closing of the Initial Public Offering and the Private Placement, approximately $201.3 -7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, 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 net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) 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 The Company will provide the holders (the “Public Stockholders”) of the Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per -share The Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “Initial Stockholders”) agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre -initial If the Company is unable to complete a Business Combination within 24 -share The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial 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 within the Combination Period. The underwriter has agreed to waive its rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of March The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover for certain offering costs on behalf of the Company in exchange for issuance of Founder Shares (as defined in Note 4), and loan proceeds from the Sponsor of approximately $200,000 under the Note (Note 4). The Company repaid the Note in full on February Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.	Note 1 — Description of Organization, Business Operations and Basis of Presentation FS Development Corp. II (the “Company”) is a blank check company incorporated in Delaware on August As of December -operating The Company’s sponsor is FS Development Holdings II, LLC, a Delaware limited liability company (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed public offering (the “Proposed Public Offering”) of 10,000,000 -allotment -allotment The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and the sale of Private Placement Shares, 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 net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) 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 -7 The Company will provide the holders (the “Public Stockholders”) of the Company’s outstanding Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per -share Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or 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. If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4), their Private Placement Shares and any Public Shares purchased during or after the Proposed Public Offering in favor of a Business Combination. In addition, the Initial Stockholders have agreed to waive their redemption rights with respect to their Founder Shares, their Private Placement Shares and Public Shares in connection with the completion of a Business Combination. The Certificate 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “Initial Stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre -initial If the Company is unable to complete a Business Combination within 24 -share The Initial Stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Proposed 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 within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014 -15 Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended	4 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging 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 limit of $250,000. As of March Cash and Cash Equivalents The Company considers all short -term Cash Held in Trust Account As of March Use of Estimates The preparation of financial statement in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March -term Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering. Class A Common Shares Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features 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, Class A common stock is classified as stockholders’ equity. The Company’s Class A 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, on March Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of March FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March Net L oss P er C ommon S hare Net loss per common share is computed by dividing net loss by the weighted -average The Company’s unaudited condensed statements of operations include a presentation of loss per share for common shares subject to redemption in a manner similar to the two -class Net loss per common share, basic and diluted for Class B common shares for the three months ended March Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements.	Note 2 — Summary of Significant Accounting Policies Cash and Cash Equivalents The Company considers all short -term 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 limit of $250,000. At December Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet primarily due to their short -term Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Deferred Offering Costs Associated with the Proposed Public Offering Deferred offering costs consist of legal fees incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholder’s equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. Net Loss Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average shares at December -allotment 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. Deferred tax assets were deemed immaterial as of December FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended	4 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering On February -allotment	Note 3 — Proposed Public Offering Pursuant to the Proposed Public Offering, the Company intends to offer for sale 10,000,000 The Company will grant the underwriters a 45 -day -allotments

Related Party Transactions

Related Party Transactions	3 Months Ended	4 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 — Related Party Transactions Founder Shares and Private Placement Shares On August -share 1 6 -allotment -allotment Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 602,500 Private Placement Shares, at a price of $10.00 per Private Placement Share to the Sponsor, generating proceeds of approximately $6.0 The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their common stock for cash, securities or other property and the Sponsor agreed not to transfer, assign or sell any of its Private Placement Shares until 30 days after the completion of the initial Business Combination. Notwithstanding the foregoing, if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading Related Party Loans On August -interest 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 out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 -Business Private Placement of Common Stock in C onnection with the I nitial Business Combination The Sponsor has indicated an interest to purchase $25.0 -transaction Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on Nasdaq and continuing until the earlier of the Company’s consummation of a Business Combination and the Company’s liquidation, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. The Company incurred approximately $10,000 in administrative expenses under the agreement, which is recognized in the accompanying unaudited condensed statement of operations for the three months ended March The Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out -of-pocket	Note 4 — Related Party Transactions Founder Shares and Private Placement Shares On August -allotment -allotment The Sponsor has agreed to purchase an aggregate of 400,000 Private Placement Shares (or 430,000 Private Placement Shares if the underwriters’ over -allotment -allotment The Initial Stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their common stock for cash, securities or other property and the Sponsor has agreed not to transfer, assign or sell any of its Private Placement Shares until 30 days after the completion of the initial Business Combination. Notwithstanding the foregoing, if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading Related Party Loans On August -interest 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 out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 -Business Private Placement of Common Stock in connection with initial Business Combination The Sponsor has indicated an interest to purchase $25.0 -transaction Administrative Services Agreement The Company will enter into an agreement that provides that, commencing on the date that the Company’s securities are first listed on Nasdaq and continuing until the earlier of the Company’s consummation of a Business Combination and the Company’s liquidation, the Company will pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. The Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out -of-pocket

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended	4 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Shares, and shares of Class A common stock that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy -back Underwriting Agreement The Company granted the underwriter a 45 -day -allotments -allotment The underwriter was entitled to an underwriting discount of $0.20 per share, or approximately $4.0 Risks and Uncertainties Management continues to evaluate the impact of the COVID -19	Note 5 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Shares to be issued in the private placement that will occur simultaneously with the closing of the Proposed Public Offering, and shares of Class A common stock that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy -back Underwriting Agreement The underwriters are entitled to an underwriting discount of $0.20 per share, or $2.0 -allotment -allotment Risks and Uncertainties Management continues to evaluate the impact of the COVID -19

Stockholders_ Equity

Stockholders’ Equity	3 Months Ended	4 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
Stockholders’ Equity	Note 6 — Stockholders’ Equity Preferred Stock — Class A Common Stock Class B Common Stock 1 6 -allotment -allotment The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one -for-one -linked -converted -linked -linked -for-one	Note 6 — Stockholder’s Equity Class A Common Stock Class B Common Stock -allotment Holders of record of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, with each share of common stock entitling the holder to one vote except as required by law. The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one -for-one -linked issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as -converted -linked -linked -for-one Preferred Stock

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 7 — Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Marketable securities held in Trust Account $ 201,250,331 $ — $ — Transfers to/from Levels

Subsequent Events

Subsequent Events	3 Months Ended	4 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were available to be issued. Based upon this review, the Company determined that there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements.	Note 7 — Subsequent Events On January -share The Company evaluated subsequent events and transactions that occurred after the balance through January

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended	4 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging
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 limit of $250,000. As of March	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 limit of $250,000. At December
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short -term	Cash and Cash Equivalents The Company considers all short -term
Cash Held in Trust Account	Cash Held in Trust Account As of March
Use of Estimates	Use of Estimates The preparation of financial statement in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March -term
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering.
Class A Common Shares Subject to Possible Redemption	Class A Common Shares Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features 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, Class A common stock is classified as stockholders’ equity. The Company’s Class A 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, on March
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of March FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March	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. Deferred tax assets were deemed immaterial as of December FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December
Net Loss Per Common Shares	Net L oss P er C ommon S hare Net loss per common share is computed by dividing net loss by the weighted -average The Company’s unaudited condensed statements of operations include a presentation of loss per share for common shares subject to redemption in a manner similar to the two -class Net loss per common share, basic and diluted for Class B common shares for the three months ended March	Net Loss Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average shares at December -allotment
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements.	Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
Fair Value of Financial Instruments		Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet primarily due to their short -term
Deferred Offering Costs Associated with the Proposed Public Offering		Deferred Offering Costs Associated with the Proposed Public Offering Deferred offering costs consist of legal fees incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholder’s equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations.

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of fair value hierarchy of the valuation techniques	Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Marketable securities held in Trust Account $ 201,250,331 $ — $ —

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended	3 Months Ended	4 Months Ended
	Feb. 19, 2021	Mar. 31, 2021	Dec. 31, 2020	Aug. 26, 2020
Description of Organization and Business Operations (Details) [Line Items]
Share price per share (in Dollars per share)		$ 10
Net proceeds		$ 201,300,000
Percentage of fair market value		80.00%	80.00%
Ownership percentage		50.00%	50.00%
Public price per share (in Dollars per share)		$ 10	$ 10
Net tangible assets		$ 5,000,001	$ 5,000,001
Percentage of restricted redeeming shares		20.00%	20.00%
Share price (in Dollars per share)		$ 10
Trust Account, description		In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).	the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
Cash		$ 958,000
Working capital		1,518,000
Franchise tax obligations		49,000
Loan proceeds		$ 200,000
Business Acquisition [Member]
Description of Organization and Business Operations (Details) [Line Items]
Company's obligation to redeemed, percentage		100.00%	100.00%
Business combination, description		If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 19, 2023, or during any extended period of time that the Company may have to consummate a Business Combination as a result of an amendment to the Certificate of Incorporation (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.	If the Company is unable to complete a Business Combination within 24 months from the closing of the Proposed Public Offering or during any extended period of time that the Company may have to consummate a Business Combination as a result of an amendment to the Certificate of Incorporation (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of shares issued (in Shares)	20,125,000
Share price per share (in Dollars per share)	$ 10
Gross proceeds	$ 201,300,000
Offering costs	11,500,000
Deferred underwriting commission	$ 7,000,000
Payment to offering cost		$ 25,000
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of shares issued (in Shares)	2,625,000		11,500,000
Share price per share (in Dollars per share)				$ 10
Sale of shares (in Shares)			430,000
Private Placement Shares [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of shares issued (in Shares)	602,500
Share price per share (in Dollars per share)	$ 10		$ 10
Gross proceeds	$ 6,000,000
Proposed Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of shares issued (in Shares)			10,000,000
Share price per share (in Dollars per share)			$ 10
Sale of per share price (in Dollars per share)			$ 10
Class A common stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of shares issued (in Shares)			10,000,000
Share price per share (in Dollars per share)			$ 12
Ownership percentage			20.00%
Sale of shares (in Shares)			400,000
Sale of per share price (in Dollars per share)			$ 10
Class A common stock [Member] | Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of shares issued (in Shares)			1,500,000

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended	4 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Summary of Significant Accounting Policies (Details) [Line Items]
Federal depository insurance coverage	$ 250,000	$ 250,000
Cash held in the trust account	$ 201,300,000
Common stock subject to possible redemption (in Shares)	19,067,529
Dividends and interest held in Trust Account	$ 331
Net loss	(168,193)	$ (1,032)
Common stock subject to forfeiture (in Shares)		375,000
Class A common stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Net loss	168,000
Class B common stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Net loss	$ 168,000

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended
	Feb. 19, 2021	Mar. 31, 2021	Dec. 31, 2020	Aug. 26, 2020
Initial Public Offering (Details) [Line Items]
Shares issued price per share (in Dollars per share)		$ 10
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Additional shares	20,125,000
Shares issued price per share (in Dollars per share)	$ 10
Gross proceeds (in Dollars)	$ 201.3
Offering costs (in Dollars)	11.5
Deferred underwriting commission (in Dollars)	$ 7
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Additional shares	2,625,000		11,500,000
Shares issued price per share (in Dollars per share)				$ 10
Class A common stock [Member]
Initial Public Offering (Details) [Line Items]
Additional shares			10,000,000
Shares issued price per share (in Dollars per share)			$ 12
Price per share (in Dollars per share)			$ 10
Class A common stock [Member] | Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Additional shares			1,500,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Feb. 05, 2021	Feb. 19, 2021	Jan. 22, 2021	Aug. 26, 2020	Mar. 31, 2021	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Founder shares transferred (in Shares)			30,000
Aggregate of founder shares transferred (in Shares)			90,000
Stock splits, description	the Company effected a 1:1½ stock split of the Class B common stock and on February 16, 2021, the Company effected a 1:11/6 stock split of the Class B common stock, resulting in the Sponsor holding an aggregate of 4,941,250 Founder Shares and there being an aggregate of 5,031,250 Founder Shares outstanding. The Sponsor agreed to forfeit up to 656,250 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering (excluding the Private Placement Shares).			The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares of common stock after the Proposed Public Offering (excluding the Private Placement Shares).
Share price per share (in Dollars per share)					$ 10
Founder shares, description					(i) one year after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their common stock for cash, securities or other property and the Sponsor agreed not to transfer, assign or sell any of its Private Placement Shares until 30 days after the completion of the initial Business Combination. Notwithstanding the foregoing, if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lockup.	The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into shares of Class A common stock of the post-Business Combination entity at a price of $10.00 per share. 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. To date, the Company had no borrowings under the Working Capital Loans.
Cover expenses related				$ 200,000
Borrowings		$ 200,000			$ 50,000	$ 200,000
Working capital loans					1,500,000
Interest to purchase of common stock amount						25,000,000
Office space					10,000
Administrative expenses					$ 10,000	$ 10,000
Business Acquisition [Member]
Related Party Transactions (Details) [Line Items]
Business Combination price per share (in Dollars per share)					$ 10
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Subject to forfeiture (in Shares)		656,250
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Sponsor paid				$ 25,000
Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Issuance of ordinary shares (in Shares)				400,000
Number of shares issued (in Shares)		602,500
Share price per share (in Dollars per share)		$ 10				$ 10
Gross proceeds		$ 6,000,000
Aggregate shares value				$ 4,000,000
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Issuance of ordinary shares (in Shares)				430,000
Number of shares issued (in Shares)		2,625,000				11,500,000
Share price per share (in Dollars per share)				$ 10
Aggregate shares value				$ 4,300,000
Class B common stock [Member]
Related Party Transactions (Details) [Line Items]
Issuance of ordinary shares (in Shares)				2,875,000		375,000
Common stock par value (in Dollars per share)					0.0001	$ 0.0001
Stock splits, description	the Company effected a 1:1½ stock split of the Class B common stock and on February 16, 2021, the Company effected a 1:11/6 stock split of the Class B common stock, resulting in an aggregate of 5,031,250 shares of Class B common stock outstanding. Of the 5,031,250 shares of Class B common stock outstanding, up to 656,250 shares of Class B common stock were subject to forfeiture by the Sponsor to the Company for no consideration to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the Founder Shares would represent 20% of the Company’s issued and outstanding common stock after the Initial Public Offering (excluding the Private Placement Shares). The underwriter exercised its over-allotment option in full on February 19, 2021; thus, these 656,250 shares of Class B common stock are no longer subject to forfeiture. Holders of record of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, with each share of common stock entitling the holder to one vote except as required by law.
Class B common stock [Member] | Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Issuance of ordinary shares (in Shares)				2,875,000
Common stock par value (in Dollars per share)				$ 0.0001
Class B common stock [Member] | Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Issuance of ordinary shares (in Shares)				375,000
Common stock par value (in Dollars per share)				$ 0.0001
Class A common stock [Member]
Related Party Transactions (Details) [Line Items]
Common stock par value (in Dollars per share)					$ 0.0001	$ 0.0001
Number of shares issued (in Shares)						10,000,000
Share price per share (in Dollars per share)						$ 12
Interest to purchase of common stock amount					$ 25,000,000
Class A common stock [Member] | Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Number of shares issued (in Shares)						1,500,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - shares	3 Months Ended	4 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Additional purchase share	2,625,000
Underwriting agreement, description	The underwriter was entitled to an underwriting discount of $0.20 per share, or approximately $4.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per share, or approximately $7.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions.	The underwriters are entitled to an underwriting discount of $0.20 per share, or $2.0 million in the aggregate (or $2.3 million in the aggregate if the underwriters’ over-allotment option is exercised in full), payable upon the closing of the Proposed Public Offering. In addition, $0.35 per share, or $3.5 million in the aggregate (or approximately $4.0 million in the aggregate if the underwriters’ over-allotment option is exercised in full) will be payable to the underwriters for deferred underwriting commissions.

Stockholders_ Equity (Details)

Stockholders’ Equity (Details) - $ / shares	Feb. 05, 2021	Aug. 26, 2020	Mar. 31, 2021	Dec. 31, 2020
Stockholders’ Equity (Details) [Line Items]
Preferred stock, shares authorized			1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)			$ 0.0001	$ 0.0001
Shares subject to possible redemption			19,067,529
Stock splits, description	the Company effected a 1:1½ stock split of the Class B common stock and on February 16, 2021, the Company effected a 1:11/6 stock split of the Class B common stock, resulting in the Sponsor holding an aggregate of 4,941,250 Founder Shares and there being an aggregate of 5,031,250 Founder Shares outstanding. The Sponsor agreed to forfeit up to 656,250 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering (excluding the Private Placement Shares).	The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares of common stock after the Proposed Public Offering (excluding the Private Placement Shares).
Percentage of issued and outstanding			50.00%	50.00%
Class A common stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized			100,000,000	100,000,000
Common stock, par value (in Dollars per share)			$ 0.0001	$ 0.0001
Common stock, shares issued			1,659,971
Percentage of issued and outstanding				20.00%
Class B common stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized			10,000,000	10,000,000
Common stock, par value (in Dollars per share)			$ 0.0001	$ 0.0001
Common stock, shares issued			5,031,250	2,875,000
Aggregate shares		2,875,000		375,000
Stock splits, description	the Company effected a 1:1½ stock split of the Class B common stock and on February 16, 2021, the Company effected a 1:11/6 stock split of the Class B common stock, resulting in an aggregate of 5,031,250 shares of Class B common stock outstanding. Of the 5,031,250 shares of Class B common stock outstanding, up to 656,250 shares of Class B common stock were subject to forfeiture by the Sponsor to the Company for no consideration to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the Founder Shares would represent 20% of the Company’s issued and outstanding common stock after the Initial Public Offering (excluding the Private Placement Shares). The underwriter exercised its over-allotment option in full on February 19, 2021; thus, these 656,250 shares of Class B common stock are no longer subject to forfeiture. Holders of record of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, with each share of common stock entitling the holder to one vote except as required by law.
Percentage of issued and outstanding			20.00%	20.00%

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of fair value hierarchy of the valuation techniques	Mar. 31, 2021USD ($)
Quoted Prices in Active Markets (Level 1) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Marketable securities held in Trust Account	$ 201,250,331
Significant Other Observable Inputs (Level 2) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Marketable securities held in Trust Account
Significant Other Unobservable Inputs (Level 3) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Marketable securities held in Trust Account

Subsequent Events (Details)

Subsequent Events (Details)	1 Months Ended
	Jan. 22, 2021USD ($)shares
Subsequent Events (Details) [Line Items]
Aggregate of founder shares | shares	90,000
Additional borrowing amount | $	$ 150,000
Outstanding amount | $	$ 200,000
Sponsor [Member]
Subsequent Events (Details) [Line Items]
Aggregate of founder shares | shares	30,000