CONX (CNXX) 10-K 31 Mar 21 2020 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	4 Months Ended
	Dec. 31, 2020	Mar. 31, 2021	Jun. 30, 2020
Document Type	10-K
Transition Report	true
Document Period End Date	Dec. 31, 2020
Entity Registrant Name	CONX Corp.
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Public Float			$ 0
Entity Central Index Key	0001823000
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Amendment Flag	false
Units
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant
Trading Symbol	CONXU
Security Exchange Name	NASDAQ
Class A - Common stock
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	CONX
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		75,020,000
Warrants
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol	CONXW
Security Exchange Name	NASDAQ
Class B - Common stock
Entity Common Stock, Shares Outstanding		18,750,000

BALANCE SHEET

BALANCE SHEET	Dec. 31, 2020USD ($)
Assets:
Cash	$ 1,211,837
Cash held in trust account	750,005,343
Prepaid expenses	22,333
Other receivable	3,508
Total assets	751,243,021
Current liabilities:
Accounts payable	112,500
Accrued expenses	25,000
Income taxes payable	1,122
Total current liabilities	138,622
Deferred legal fees	275,000
Deferred underwriting fee payable	26,250,000
Total liabilities	26,663,622
Commitments
Stockholders' Equity:
Preferred stock, $0.0001 par value; 20,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	5,155,990
Accumulated deficit	(158,161)
Total Stockholders' Equity	5,000,009
Total Liabilities and Stockholder's Equity	751,243,021
Class A - Common stock
Current liabilities:
Class A common stock subject to possible redemption, 71,957,939 shares at $10.00 per share	719,579,390
Stockholders' Equity:
Common stock	305	[1]
Total Stockholders' Equity	305
Class B - Common stock
Stockholders' Equity:
Common stock	1,875
Total Stockholders' Equity	$ 1,875
[1]	This number includes 10,000 restricted shares of Class A common stock granted to Gerald Gorman on October 23, 2020, the Company’s first independent director (Note 6).

BALANCE SHEET (Parenthetical)

BALANCE SHEET (Parenthetical)	Dec. 31, 2020$ / sharesshares
Preferred stock, par value | $ / shares	$ 0.0001
Preferred stock, shares authorized	20,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Class A - Common stock
Shares subject to possible redemption	71,957,939
Redemption price (per share) | $ / shares	$ 10
Common stock, par value | $ / shares	$ 0.0001
Common stock, shares authorized	500,000,000
Common stock, shares issued	3,052,061
Common stock, shares outstanding	3,052,061
Class A - Common stock | Restricted Shares
Number of shares issued	10,000
Class B - Common stock
Common stock, par value | $ / shares	$ 0.0001
Common stock, shares authorized	50,000,000
Common stock, shares issued	18,750,000
Common stock, shares outstanding	18,750,000
Class B - Common stock | Founder
Common stock, par value | $ / shares	$ 0.001

STATEMENT OF OPERATIONS

STATEMENT OF OPERATIONS	4 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
General and administrative expenses	$ 162,382
Loss from operations	(162,382)
Interest income on securities held in Trust Account	5,343
Loss before income tax expense	(157,039)
Income tax expense	1,122
Net loss	$ (158,161)
Class A - Public shares
Weighted average common shares outstanding, basic and diluted | shares	75,000,000
Basic and diluted net loss per common share | $ / shares	$ 0
Class B - Common stock
Weighted average common shares outstanding, basic and diluted | shares	18,750,000
Basic and diluted net loss per common share | $ / shares	$ (0.01)

STATEMENT OF CHANGES IN STOCKHO

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 4 months ended Dec. 31, 2020 - USD ($)	Additional Paid-in CapitalIPO	Additional Paid-in CapitalFounder		Additional Paid-in Capital	Accumulated Deficit	Class A - Common stockIPO	Class A - Common stock	Class B - Common stockFounder		Class B - Common stock	IPO	Founder	[1]	Total
Balance at the beginning at Aug. 25, 2020				$ 0	$ 0		$ 0			$ 0				$ 0
Balance at the beginning (in shares) at Aug. 25, 2020							0			0
Sales of common stock	$ 724,705,059	$ 22,844	[1]			$ 7,501		$ 2,156	[1]		$ 724,712,560	$ 25,000
Sale of common stock (in shares)						75,010,000		21,562,500	[1]
Forfeiture of common stock		$ 281						$ (281)
Forfeiture of common stock (n shares)								(2,812,500)
Shares subject to redemption, value				(719,573,314)			$ (7,196)							(719,579,390)
Shares subject to redemption, shares							(71,957,939)
Net loss					(158,161)									(158,161)
Balance at the ending at Dec. 31, 2020				$ 5,155,990	$ (158,161)		$ 305			$ 1,875				$ 5,000,009
Balance at the ending (in shares) at Dec. 31, 2020							3,052,061			18,750,000
[1]	The financial statements have been retroactively restated to reflect that the Sponsor forfeited 7,187,500 of its Founder Shares on October 23, 2020 (see Note 6).

STATEMENT OF CHANGES IN STOCK_2

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - Class B - Common stock - $ / shares	Dec. 31, 2020	Dec. 14, 2020	Oct. 23, 2020	Aug. 28, 2020
Common Stock, Par or Stated Value Per Share	$ 0.0001
Shares forfeited		2,812,500	7,187,500
Founder
Common Stock, Par or Stated Value Per Share	$ 0.001			$ 0.001
Shares forfeited		2,812,500	7,187,500

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS	4 Months Ended
	Dec. 31, 2020USD ($)
Cash Flows from Operating Activities:
Net loss	$ (158,161)
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities:
Interest earned on securities held in Trust Account	(5,343)
Changes in operating assets and liabilities:
Prepaid expenses	(22,333)
Other receivable	(3,508)
Accounts payable	48,000
Accrued expenses	25,000
Income tax payable	1,122
Net cash used in operating activities	(115,223)
Investing Activities
Investment of cash in Trust Account, net	(750,000,000)
Net cash and cash equivalents used in investing activities	(750,000,000)
Financing Activities
Proceeds from sale of common stock to founder	25,000
Proceeds from promissory note - related party	373,000
Repayment of promissory note - related party	(373,000)
Proceeds from Private Placement Units	17,000,000
Proceeds from sale of Units, net of underwriting discounts paid	735,000,000
Payment of offering costs	(697,940)
Net cash provided by financing activities	751,327,060
Net change in cash	1,211,837
Cash - beginning of the period	0
Cash - end of the period	1,211,837
Supplemental disclosure of noncash financing activities:
Offering costs included in accounts payable	64,500
Deferred legal fees included in offering costs	275,000
Deferred underwriting fees included in offering costs	26,250,000
Change in value of common stock subject to possible redemption	$ 719,579,390

Description of Organization, Bu

Description of Organization, Business Operations and Basis of Presentation	4 Months Ended
	Dec. 31, 2020
Description of Organization, Business Operations and Basis of Presentation
Description of Organization, Business Operations and Basis of Presentation	Note 1—Description of Organization, Business Operations and Basis of Presentation CONX Corp. (the “Company”) was incorporated in Nevada on August 26, 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 or assets (the “Business Combination”). While the Company may pursue an acquisition opportunity in any industry or geographic region, the Company intends to focus its search on identifying a prospective target that can benefit from its operational expertise in the technology, media and telecommunications (“TMT”) industries, including the wireless communications industry. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from August 26, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering 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 Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s Sponsor is nXgen Opportunities, LLC, a Nevada limited liability company (the “Sponsor”). The registration statement for the Initial Public Offering was declared effective on November 29, 2020. On November 3, 2020, the Company consummated the Initial Public Offering of 75,000,000 Units (the “Units” and the shares of Class A common stock included in the Units, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $750.0 million (the “Initial Public Offering”), and incurring offering costs of approximately $42.3 million, inclusive of approximately $26.3 million in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 11,333,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor, each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $17.0 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, a total of $750.0 million ($10.00 per Unit), consisting of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement, was placed in a trust account (“Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and is invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a‑7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of (i) the completion of a Business Combination or (ii) the distribution of the Trust Account as described below. 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 Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete 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 above) (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) 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 voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). The Company will provide holders of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share, sold in the Initial Public Offering (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares (as defined below) upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote 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 amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting 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 Articles of Incorporation (the “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 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), the independent directors have agreed to vote the shares granted to them as compensation (the "Independent Director Shares") and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders and independent directors have agreed to waive their redemption rights with respect to their Founder Shares, the Independent Director Shares and Public Shares in connection with the completion of a Business Combination. The Articles of Incorporation 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”)), is restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor, Messrs. Charles W. Ergen and Jason Kiser (the “initial stockholders”) have agreed not to propose an amendment to the Articles 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 Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination by November 3, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but 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 (less amounts released to pay taxes and 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 Company’s board of directors, liquidate and dissolve, subject, in each case, to its obligations under Nevada law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The initial stockholders and independent directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Independent Director Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders or independent directors 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 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 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 (except for the Company’s independent registered public accounting firm), prospective targets 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. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Summary of Significant Accounti

Summary of Significant Accounting Policies	4 Months Ended
	Dec. 31, 2020
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2—Summary of Significant Accounting Policies 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 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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. Investments Held in Trust Account Upon the closing of the Initial Public Offering and the Private Placement, the Company was required to place net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement in a Trust Account, which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by management of the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account. Investments held in Trust Account are classified as trading securities, which are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in gain on marketable securities, dividends and interest held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. 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 during the reporting period. Actual results could differ from those estimates. Common Stock Subject to Possible Redemption The Company will provide holders of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share, sold in the Initial Public Offering 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) without a stockholder vote 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 amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting 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 Articles of Incorporation, conduct the redemptions pursuant to the tender offer rules of the 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 have agreed to vote their Founder Shares (as defined below in Note 4), the independent directors have agreed to vote the shares granted to them as compensation (the "Independent Director Shares") and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders and independent directors have agreed to waive their redemption rights with respect to their Founder Shares, the Independent Director Shares and Public Shares in connection with the completion of a Business Combination. The Articles of Incorporation 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”)), is restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. Net Loss Per Share of Common Stock Net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating the net loss per common share. Shares of common stock subject to possible redemption as of December 31, 2020 have been excluded from the calculation of the basic net loss per share since such shares, if redeemed, only participate in their pro rata share of the trust account earnings. When calculating its diluted net loss per share, the Company has not considered the effect of (i) the incremental number of shares of common stock to settle warrants sold in the Offering and Private Placement, as calculated using the treasury stock method; and (ii) the contingently issuable shares associated with the rights sold in the Offering and Private Placement to receive one-fourth of one share of common stock upon the consummation of the Company’s initial Business Combination. Since the Company was in a net loss position during the periods after deducting net income attributable to common stock subject to redemption, diluted net loss per common share is the same as basic net loss per common share for the period. Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest income $ 5,343 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 75,000,000 Earnings/Basic and Diluted Class A Common Stock $ 0.00 Non-redeemable Class A and Class B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (158,161) Redeemable Net Earnings 5,343 Non-Redeemable Net Loss (163,504) Denominator: Weighted Average Common Stock Non-Redeemable Class A and Class B Common Stock, Basic and Diluted 18,750,000 Loss/Basic and Diluted Non-Redeemable Class A and Class B Common Stock $ 0.01 Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering date that are directly related to the Initial Public Offering and were charged to stockholders’ equity upon the completion of the Initial Public Offering. 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 31, 2020. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement’s recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. 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	4 Months Ended
	Dec. 31, 2020
Initial Public Offering
Initial Public Offering	Note 3—Initial Public Offering On November 3, 2020, the Company consummated the Initial Public Offering of 75,000,000 Units at $10.00 per Unit, generating gross proceeds of $750.0 million, and incurring offering costs of approximately $42.3 million, inclusive of approximately $26.3 million in deferred underwriting commissions. Each Unit consists of one share of Class A common stock, par value $0.0001 per share, and one-fourth of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).

Related Party Transactions

Related Party Transactions	4 Months Ended
	Dec. 31, 2020
Related Party Transactions
Related Party Transactions	Note 4—Related Party Transactions Founder Shares On August 28, 2020, Charles W. Ergen (the “Founder”) purchased an aggregate of 28,750,000 shares of the Company’s Class B common stock (the “Founder Shares”) for $25,000, or approximately $0.001 per share and transferred 2,875,000 Founder Shares to Jason Kiser, the Company’s Chief Executive Officer, for approximately the same per-share price initially paid by the Founder. On October 21, 2020, the Founder and Mr. Kiser contributed their Founder Shares to the Sponsor, in return for proportionate equity interests, resulting in the Sponsor holding 28,750,000 Founder Shares. On October 23, 2020, the Sponsor forfeited 7,187,500 Founder Shares, resulting in the Sponsor holding 21,562,500 Founder Shares. All share and per share amounts have been restated to reflect the forfeited shares. On December 14, 2020, as a result of the underwriters not exercising the over allotment option, the Sponsor forfeited 2,812,500 Founder Shares, resulting in the Sponsor holding 18,750,000 Founder Shares. 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) 180 days 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 Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 11,333,333 Private Placement Warrants to the Sponsor, each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $17.0 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On August 28, 2020, the Founder agreed to loan the Company an aggregate of up to $1,000,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). Prior to November 3, 2020, the Company borrowed $373,000 under the Note. This loan was non-interest bearing, unsecured and due at the earlier of December 31, 2021 or the completion of the Initial Public Offering. The loan was repaid upon the closing of the offering out of the offering proceeds. 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. 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 or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. To date, the Company had no borrowings under the Working Capital Loans.

Commitments and Contingencies

Commitments and Contingencies	4 Months Ended
	Dec. 31, 2020
Commitments and Contingencies.
Commitments and Contingencies	Note 5—Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants, Independent Director Shares and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration and stockholder rights agreement signed at the effective date of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The registration and stockholder rights agreement does provide for any maximum cash penalties nor any penalties connected with delays in registering the Company’s common stock. Risks and Uncertainties Management continues to evaluate 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 results from the outcome of this uncertainty. Underwriting Agreement The underwriters received an underwriting discount of $0.20 per unit, or $15,000,000 in the aggregate, upon the closing of the Initial Public Offering. $0.35 per unit, or $26,250,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Deferred Legal Fees The Company obtained legal advisory services in connection with the Initial Public Offering and agreed to pay approximately $275,000 of such fees upon the consummation of the initial Business Combination, which was recorded as deferred legal fees in the accompanying balance sheet.

Stockholders' Equity

Stockholders' Equity	4 Months Ended
	Dec. 31, 2020
Stockholders' Equity
Stockholders' Equity	Note 6—Stockholders’ Equity Class A Common Stock —The Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $0.0001 per share. At December 31, 2020, there were 75,010,000 shares of Class A common stock issued and outstanding, including 71,957,939 shares of Class A common stock subject to possible redemption and 10,000 Independent Director Shares. On October 23, 2020, the Company granted 10,000 shares of Class A common stock to its independent director, Gerald Gorman and on January 27, 2021, the Company granted 10,000 Independent Director Shares to Adrian Steckel. The Independent Director Shares will vest on the date of the consummation of a Business Combination, subject to continued service on the Company’s board of directors until that date. The Company’s independent directors have entered or, in the case of independent directors subsequently appointed after this offering, will enter into a letter agreement with the Company pursuant to which they will be subject to the same transfer restrictions and waivers as the Company’s initial stockholders, Sponsor, officers and directors discussed below. Class B Common Stock —The Company is authorized to issue 50,000,000 shares of Class B common stock with a par value of $0.0001 per share. On August 28, 2020, the Company issued 28,750,000 shares of Class B common stock. On October 23, 2020, 7,187,500 shares of Class B common stock were forfeited without consideration. On December 14, 2020, as a result of the underwriters not exercising the over allotment option, 2,812,500 shares of Class B common stock were forfeited without consideration. All share and per share amounts have been retroactively restated to reflect the forfeited shares. On December 31, 2020, 18,750,000 shares of Class B common stock were outstanding. The initial stockholders collectively own approximately 20% of the Company’s issued and outstanding common stock. Holders of record of Class A common stock and holders of record of 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 stock entitling the holder to one vote, except as required by law. Prior to the Business Combination, only holders of the Founder Shares will have the right to vote on the appointment of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of a Business Combination, holders of two-thirds of the voting power of the Founder Shares 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 at the time of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as described herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of the shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (excluding Independent Director Shares and after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of 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 , excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans , provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Preferred Stock —The Company is authorized to issue 20,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2020, there were no shares of preferred stock issued or outstanding. Warrants —Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless” basis, and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. If the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the 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), (y) the aggregate gross proceeds from such issuances represent more than 50% 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 Class A common stock during the 10 trading day period starting on the trading day after the day on which the Company consummates the 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, the $18.00 per share redemption trigger price of the Warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price of the Warrants will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may call the Public Warrants for redemption: · in whole and not in part; · at a price of $0.01 per warrant; · upon a minimum of 30 days’ prior written notice of redemption; and · if, and only if, the last sales price (the “closing price”) of the Class A common stock equals or exceeds $18.00 per share on each of 20 trading days within the 30‑trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders. In addition, the Company may call the Public Warrants for redemption: · in whole and not in part; · at $0.10 per warrant provided that holders will be able to exercise their warrants, but only on a cashless basis, prior to redemption and receive a certain number of shares of Class A common stock, based on the fair market value of the Class A common stock; · if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per share for any 20 trading days within the 30‑trading day period ending three trading days before the notice of redemption is sent to the warrant holders; and · if the closing price of Class A common stock for any 20 trading days within a 30‑trading day period ending on the third trading day prior to the date on which the notice of redemption is sent to the warrant holders is less than $18.00 per share, the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Income Tax

Income Tax	4 Months Ended
	Dec. 31, 2020
Income Tax
Income Tax	Note 7 — Income Tax The following is a summary of the Company’s net deferred tax asset (liability): Deferred tax asset (liability) December 31, 2020 Startup and organizational costs $ 28,850 Accrued expenses 5,250 Total deferred tax asset (liability) $ 34,100 Valuation allowance (34,100) Deferred tax asset (liability), net of allowance $ — The income tax provision consists of the following: December 31, 2020 Federal Current expense $ 1,122 Deferred benefit (expense) (34,100) State and Local Current — Deferred — Change in valuation allowance (34,100) Income tax provision $ 1,122 A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows for the period from August 26, 2020 (inception) through December 31, 2020: Statutory federal income tax rate (benefit) (21.0) % Change in valuation allowance 22.0 % Income tax expense 1.0 %

Fair Value Measurements

Fair Value Measurements	4 Months Ended
	Dec. 31, 2020
Fair Value Measurements
Fair Value Measurements	Note 8— Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs which are supported by little or no market activity and which are significant to the fair value of the assets or liabilities. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2020 Assets: Marketable securities held in trust account 1 $ 750,005,343

Subsequent Events

Subsequent Events	4 Months Ended
	Dec. 31, 2020
Subsequent Events
Subsequent Events	Note 9—Subsequent Events The Company evaluated events that have occurred after the balance sheet date through March 31, 2021, which is the date on which the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	4 Months Ended
	Dec. 31, 2020
Summary of Significant Accounting Policies
Basis of Presentation	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.
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. At December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Financial Instruments	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.
Investments Held in Trust Account	Investments Held in Trust Account Upon the closing of the Initial Public Offering and the Private Placement, the Company was required to place net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement in a Trust Account, which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by management of the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account. Investments held in Trust Account are classified as trading securities, which are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in gain on marketable securities, dividends and interest held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period. Actual results could differ from those estimates.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company will provide holders of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share, sold in the Initial Public Offering 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) without a stockholder vote 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 amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting 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 Articles of Incorporation, conduct the redemptions pursuant to the tender offer rules of the 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 have agreed to vote their Founder Shares (as defined below in Note 4), the independent directors have agreed to vote the shares granted to them as compensation (the "Independent Director Shares") and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders and independent directors have agreed to waive their redemption rights with respect to their Founder Shares, the Independent Director Shares and Public Shares in connection with the completion of a Business Combination. The Articles of Incorporation 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”)), is restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.
Net Loss Per Share of Common Stock	Net Loss Per Share of Common Stock Net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating the net loss per common share. Shares of common stock subject to possible redemption as of December 31, 2020 have been excluded from the calculation of the basic net loss per share since such shares, if redeemed, only participate in their pro rata share of the trust account earnings. When calculating its diluted net loss per share, the Company has not considered the effect of (i) the incremental number of shares of common stock to settle warrants sold in the Offering and Private Placement, as calculated using the treasury stock method; and (ii) the contingently issuable shares associated with the rights sold in the Offering and Private Placement to receive one-fourth of one share of common stock upon the consummation of the Company’s initial Business Combination. Since the Company was in a net loss position during the periods after deducting net income attributable to common stock subject to redemption, diluted net loss per common share is the same as basic net loss per common share for the period. Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest income $ 5,343 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 75,000,000 Earnings/Basic and Diluted Class A Common Stock $ 0.00 Non-redeemable Class A and Class B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (158,161) Redeemable Net Earnings 5,343 Non-Redeemable Net Loss (163,504) Denominator: Weighted Average Common Stock Non-Redeemable Class A and Class B Common Stock, Basic and Diluted 18,750,000 Loss/Basic and Diluted Non-Redeemable Class A and Class B Common Stock $ 0.01
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering date that are directly related to the Initial Public Offering and were charged to stockholders’ equity upon the completion of the Initial Public Offering.
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. Deferred tax assets were deemed immaterial as of December 31, 2020. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement’s recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies - Net Loss Per Share of Common Stock (Tables)	4 Months Ended
	Dec. 31, 2020
Summary of Significant Accounting Policies
Schedule of basic and diluted net loss per common share	Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest income $ 5,343 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 75,000,000 Earnings/Basic and Diluted Class A Common Stock $ 0.00 Non-redeemable Class A and Class B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (158,161) Redeemable Net Earnings 5,343 Non-Redeemable Net Loss (163,504) Denominator: Weighted Average Common Stock Non-Redeemable Class A and Class B Common Stock, Basic and Diluted 18,750,000 Loss/Basic and Diluted Non-Redeemable Class A and Class B Common Stock $ 0.01

Income Tax (Tables)

Income Tax (Tables)	4 Months Ended
	Dec. 31, 2020
Income Tax
Schedule of Company's net deferred tax assets (liability)	Deferred tax asset (liability) December 31, 2020 Startup and organizational costs $ 28,850 Accrued expenses 5,250 Total deferred tax asset (liability) $ 34,100 Valuation allowance (34,100) Deferred tax asset (liability), net of allowance $ —
Schedule of components of Company's income tax provision	December 31, 2020 Federal Current expense $ 1,122 Deferred benefit (expense) (34,100) State and Local Current — Deferred — Change in valuation allowance (34,100) Income tax provision $ 1,122
Schedule of reconciliation of the statutory federal income tax rate to the Company's effective tax rate	Statutory federal income tax rate (benefit) (21.0) % Change in valuation allowance 22.0 % Income tax expense 1.0 %

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	4 Months Ended
	Dec. 31, 2020
Fair Value Measurements
Schedule of Company's assets measured at fair value on a recurring basis	Description Level December 31, 2020 Assets: Marketable securities held in trust account 1 $ 750,005,343

Description of Organization, _2

Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($)	Nov. 03, 2020	Aug. 28, 2020	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Offering cost			$ 697,940
Percentage of business fair market value to net assets held in Trust Account			80.00%
Minimum voting interest ownership of post-transaction company to effect business combination (as a percent)			50.00%
Investment maturity period	185 days		185 days
Initial redemption price after business combination (in dollar per share)			$ 10
Minimum percentage of shares that can be redeemed without prior consent of the Company			15.00%
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination			100.00%
Threshold trading days to redeem the shares			10 days
Minimum net tangible assets upon consummation of business combination			$ 5,000,001
Class A - Common stock
Subsidiary, Sale of Stock [Line Items]
Common stock, par value			$ 0.0001
Class B - Common stock
Subsidiary, Sale of Stock [Line Items]
Common stock, par value			$ 0.0001
IPO and Private Placement
Subsidiary, Sale of Stock [Line Items]
Unit price (in dollar per unit)	$ 10
Gross proceeds	$ 750,000,000
IPO
Subsidiary, Sale of Stock [Line Items]
Number of units issued	75,000,000
Unit price (in dollar per unit)	$ 10
Gross proceeds	$ 750,000,000
Offering cost	42,300,000
Deferred underwriting commissions	26,300,000
Minimum percentage of shares that can be redeemed without prior consent of the Company			15.00%
Interest to pay dissolution expenses			$ 100,000
IPO | Class A - Common stock
Subsidiary, Sale of Stock [Line Items]
Number of securities upon exercise of over-allotment option			75,010,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of warrants	$ 17,000,000
Number of warrants to purchase the shares issued (in shares)	11,333,333	11,333,333
Price of warrants	$ 1.50
Private Placement | Class A - Common stock
Subsidiary, Sale of Stock [Line Items]
Unit price (in dollar per unit)	$ 11.50
Proceeds from issuance of warrants		$ 17,000,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Deferred underwriting commissions			$ 26,250,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)	Nov. 03, 2020	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Investment maturity period	185 days	185 days
NAV per unit		$ 1
Initial redemption price after business combination (in dollar per share)		$ 10
Minimum net tangible assets upon consummation of business combination		$ 5,000,001
Redemption Of Percentage Of Common Stock Included In Units Sold In Offering		15.00%
Unrecognized tax benefits		$ 0
Amount accrued for payment of interest and penalties		$ 0
IPO
Subsidiary, Sale of Stock [Line Items]
Redemption Of Percentage Of Common Stock Included In Units Sold In Offering		15.00%
Class A - Common stock
Subsidiary, Sale of Stock [Line Items]
Common stock, par value		$ 0.0001
Class B - Common stock
Subsidiary, Sale of Stock [Line Items]
Common stock, par value		$ 0.0001

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Net Loss Per Share of Common Stock (Details)	4 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Interest income	$ 5,343
Net loss	(158,161)
Class A - Common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Interest income	$ 5,343
Weighted Average Common Stock, Basic and Diluted | shares	75,000,000
Earnings/Basic and Diluted | $ / shares	$ 0
Class B - Common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted Average Common Stock, Basic and Diluted | shares	18,750,000
Earnings/Basic and Diluted | $ / shares	$ (0.01)
Non-Redeemable Class A And Class B Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted Average Common Stock, Basic and Diluted | shares	18,750,000
Earnings/Basic and Diluted | $ / shares	$ 0.01
Net loss	$ (158,161)
Redeemable Net Earnings	5,343
Non Redeemable Net Earnings Loss	$ (163,504)

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Nov. 03, 2020	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Offering cost		$ 697,940
Class A - Common stock
Subsidiary, Sale of Stock [Line Items]
Common stock, par value		$ 0.0001
Exercise price of warrants (in dollars per share)		$ 11.50
IPO
Subsidiary, Sale of Stock [Line Items]
Number of units issued	75,000,000
Unit price (in dollar per unit)	$ 10
Gross proceeds	$ 750,000,000
Offering cost	42,300,000
Deferred underwriting commissions	$ 26,300,000
Number of shares in a unit		1
Number of warrants in a unit		0.25
Number of shares issuable per warrant (in shares)		1

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details) - USD ($)		Nov. 03, 2020	Oct. 21, 2020	Aug. 28, 2020	Dec. 31, 2020		Dec. 14, 2020	Oct. 23, 2020	Aug. 25, 2020
Related Party Transaction [Line Items]
Period founder shares could not be transferred from date of initial business combination		180 days
Founder
Related Party Transaction [Line Items]
Aggregate purchase price	[1]				$ 25,000
Class B - Common stock
Related Party Transaction [Line Items]
Issued price					$ 0.0001
Shares forfeited							2,812,500	7,187,500
Shares, Outstanding					18,750,000				0
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders					20.00%
Class B - Common stock | Founder
Related Party Transaction [Line Items]
Sale of common stock (in shares)				28,750,000	21,562,500	[1]
Aggregate purchase price				$ 25,000	$ 2,156	[1]
Issued price				$ 0.001	$ 0.001
Shares forfeited							2,812,500	7,187,500
Shares, Outstanding							18,750,000	21,562,500
Class B - Common stock | Founder | Jason Kiser
Related Party Transaction [Line Items]
Number of shares transferred (in shares)			28,750,000	2,875,000
[1]	The financial statements have been retroactively restated to reflect that the Sponsor forfeited 7,187,500 of its Founder Shares on October 23, 2020 (see Note 6).

Related Party Transactions - Pr

Related Party Transactions - Private placement warrants (Details) - USD ($) $ / shares in Units, $ in Millions	Nov. 03, 2020	Aug. 28, 2020	Dec. 31, 2020
Related Party Transaction [Line Items]
Threshold Period For Not To Transfer, Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination			30 days
Class A - Common stock
Related Party Transaction [Line Items]
Exercise price of warrants (in dollars per share)			$ 11.50
Private Placement
Related Party Transaction [Line Items]
Number of warrants to purchase the shares issued (in shares)	11,333,333	11,333,333
Proceeds from Issuance of Warrants	$ 17
Private Placement | Class A - Common stock
Related Party Transaction [Line Items]
Price of warrants (in dollars per share)		$ 1.50
Proceeds from Issuance of Warrants		$ 17
Number of shares issuable per warrant (in shares)		1
Exercise price of warrants (in dollars per share)		$ 11.50

Related Party Transactions - Re

Related Party Transactions - Related party loans (Details) - USD ($)	Aug. 28, 2020	Dec. 31, 2020	Nov. 02, 2020
Related Party Transaction [Line Items]
Proceeds from related party loan		$ 373,000
Repayment of debt		373,000
Sponsor
Related Party Transaction [Line Items]
Proceeds from related party loan	$ 1,000,000
Outstanding balance of related party note			$ 373,000
Working Capital Loans
Related Party Transaction [Line Items]
Maximum loans convertible into warrants	$ 1,500,000
Price of warrants (in dollars per share)	$ 1.50
Outstanding balance of related party note		$ 0

Commitments and Contingencies (

Commitments and Contingencies (Details)	4 Months Ended
	Dec. 31, 2020USD ($)$ / shares
Subsidiary, Sale of Stock [Line Items]
Cash underwriting discount per unit | $ / shares	$ 0.20
Payment of underwriter discount	$ 15,000,000
Deferred fee per unit | $ / shares	$ 0.35
Deferred underwriting fee payable	$ 26,250,000
Deferred legal fees	275,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Deferred underwriting commissions	$ 26,250,000

Stockholders' Equity - Common S

Stockholders' Equity - Common Stock (Details) - $ / shares	Jan. 27, 2021	Oct. 23, 2020	Aug. 28, 2020	Dec. 31, 2020		Dec. 14, 2020	Aug. 25, 2020
Class of Stock [Line Items]
Percent of difference between Total Return and Price Threshold Multiplied				20.00%
Class A - Common stock
Class of Stock [Line Items]
Common stock, shares authorized				500,000,000
Common stock, par value				$ 0.0001
Common stock, shares issued				3,052,061
Common stock, shares outstanding				3,052,061
Shares, Outstanding				3,052,061			0
Common Stock Shares Outstanding Including Temporary Equity				75,010,000
Common Stock Shares Issued Including Temporary Equity				75,010,000
Shares subject to possible redemption				71,957,939
Class A - Common stock | Gerald Gorman
Class of Stock [Line Items]
Number of securities upon exercise of over-allotment option		10,000		10,000
Number of shares issued		10,000		10,000
Class A - Common stock | Adrian Steckel
Class of Stock [Line Items]
Number of securities upon exercise of over-allotment option	10,000
Number of shares issued	10,000
Class B - Common stock
Class of Stock [Line Items]
Common stock, shares authorized				50,000,000
Common stock, par value				$ 0.0001
Common stock, number of votes per share				$ 1
Common stock, shares issued			28,750,000	18,750,000
Common stock, shares outstanding				18,750,000
Shares forfeited		7,187,500				2,812,500
Shares, Outstanding				18,750,000			0
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders				20.00%
Conversion ratio				1
Founder | Class B - Common stock
Class of Stock [Line Items]
Common stock, par value			$ 0.001	$ 0.001
Common stock, number of votes per share				$ 0.6667
Shares forfeited		7,187,500				2,812,500
Shares, Outstanding		21,562,500				18,750,000
Number of securities upon exercise of over-allotment option			28,750,000	21,562,500	[1]
Number of shares issued			28,750,000	21,562,500	[1]
[1]	The financial statements have been retroactively restated to reflect that the Sponsor forfeited 7,187,500 of its Founder Shares on October 23, 2020 (see Note 6).

Stockholders' Equity - Preferre

Stockholders' Equity - Preferred Stock (Details)	Dec. 31, 2020$ / sharesshares
Stockholders' Equity
Preferred stock, shares authorized	20,000,000
Preferred stock, par value | $ / shares	$ 0.0001
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0

Stockholders' Equity - Warrants

Stockholders' Equity - Warrants (Details)	Dec. 31, 2020$ / shares	Dec. 31, 2020$ / shares
Class of Warrant or Right [Line Items]
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination		30 days
Class A - Common stock
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share)	$ 11.50	$ 11.50
Threshold minimum percentage of gross proceeds on total equity proceeds (as a percent)		50.00%
Class A - Common stock | Maximum
Class of Warrant or Right [Line Items]
Newly Issued Price (in dollars per share)	$ 9.20	$ 9.20
Redemption of Warrants, Class A common stock underlying such warrants commencing five business days prior to the 30 day trading period | Class A - Common stock
Class of Warrant or Right [Line Items]
Threshold trading days for calculating Market Value		30 days
Public Warrants
Class of Warrant or Right [Line Items]
Warrants exercisable term after the completion of a business combination		30 days
Warrants exercisable term from the closing of the public offering		12 months
Threshold maximum period for filing registration statement after business combination		15 days
Redemption price per warrant (in dollars per share)		$ 0.01
Threshold trading days for calculating Market Value		30 days
Threshold trading days for calculating volume-weighted average price	10 days
Warrant expiry term	5 years	5 years
Public Warrants | Class A - Common stock
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share)	$ 0.10	$ 0.10
Public Warrants | Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00
Class of Warrant or Right [Line Items]
Newly Issued Price (in dollars per share)	$ 18	$ 18
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)		115.00%
Public Warrants | Redemption of Warrants when price per share of Class A common stock equals or exceeds $10.00
Class of Warrant or Right [Line Items]
Stock price trigger for redemption of warrants (in dollars per share)		$ 10
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)		180.00%
Public Warrants | Redemption of Warrants when price per share of Class A common stock equals or exceeds $10.00 | Class A - Common stock
Class of Warrant or Right [Line Items]
Threshold trading days for redemption of warrants		20 days
Threshold number of trading days before sending notice of redemption to warrant holders		30 days
Public Warrants | Redemption of Warrants when price per share of Class A common stock is less than $18.00
Class of Warrant or Right [Line Items]
Threshold trading days for redemption of warrants		20 days
Threshold number of trading days before sending notice of redemption to warrant holders		30 days

Income Tax - Company's net defe

Income Tax - Company's net deferred tax assets (liability) (Details)	Dec. 31, 2020USD ($)
Deferred tax asset (liability)
Startup and organizational costs	$ 28,850
Accrued expenses	5,250
Total deferred tax asset (liability)	34,100
Valuation allowance	(34,100)
Deferred tax asset (liability), net of allowance	$ 0

Income Tax - Components of Comp

Income Tax - Components of Company's income tax provision (Details)	4 Months Ended
	Dec. 31, 2020USD ($)
Federal
Current expense	$ 1,122
Deferred benefit (expense)	(34,100)
Change in valuation allowance	(34,100)
Income tax provision	$ 1,122

Income Tax - Statutory federal

Income Tax - Statutory federal tax rate (Details)	4 Months Ended
	Dec. 31, 2020
Income Tax
Statutory federal income tax rate (benefit)	(21.00%)
Change in valuation allowance	22.00%
Income tax expense	1.00%

Fair Value Measurements (Detail

Fair Value Measurements (Details)	Dec. 31, 2020USD ($)
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in trust account	$ 750,005,343