Kingswood Acquisition 10-K 18 Mar 21 2020 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($) $ in Thousands	5 Months Ended
	Dec. 31, 2020	Mar. 15, 2021
Document Information [Line Items]
Document Type	10-K
Document Period End Date	Dec. 31, 2020
Entity Registrant Name	Kingswood Acquisition Corp.
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001823086
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Amendment Flag	false
Transition Report	false
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Public Float	$ 0
Units, each consisting of one share of Class A common stock and three-fourths of one redeemable warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A commonstock and three-fourths of one redeemable warrant
Trading Symbol	KWAC.U
Security Exchange Name	NYSE
Class A common stock
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	KWAC
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		11,604,000
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisablefor one share of Class A common stock, each at anexercise price of $11.50 per share
Trading Symbol	KWAC WS
Security Exchange Name	NYSE
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		2,875,000

BALANCE SHEET

BALANCE SHEET	Dec. 31, 2020USD ($)
Current assets
Cash	$ 1,457,839
Prepaid expenses	292,740
Total current assets	1,750,579
Investment held in Trust Account	117,849,745
Total Assets	119,600,324
Current liabilities
Accounts payable	79,617
Due to related party	1,667
Total current liabilities	81,284
Deferred Underwriters' Discount	4,025,000
Total liabilities	4,106,284
Commitments
Class A common stock subject to possible redemption, 10,779,906 shares at redemption value	110,494,039
Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	5,197,169
Accumulated deficit	(197,538)
Total stockholder's equity	5,000,001
Total Liabilities and Stockholder's Equity	119,600,324
Class A common stock
Stockholders' Equity:
Common stock	82
Class B common stock
Stockholders' Equity:
Common stock	$ 288

BALANCE SHEET (Parenthetical)

BALANCE SHEET (Parenthetical)	Dec. 31, 2020$ / sharesshares
Preferred stock, par value | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Class A common stock
Common stock, par value | $ / shares	$ 0.0001
Common stock, shares authorized	100,000,000
Common stock, shares issued	824,093
Common stock, shares outstanding	824,093
Shares subject to possible redemption	10,779,906
Class B common stock
Common stock, par value | $ / shares	$ 0.0001
Common stock, shares authorized	10,000,000
Common stock, shares issued	2,875,000
Common stock, shares outstanding	2,875,000

STATEMENT OF OPERATIONS

STATEMENT OF OPERATIONS	5 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
Formation and operating costs	$ 198,780
Loss from operations	(198,780)
Other income
Interest Income	1,242
Total other income	1,242
Net loss	(197,538)
Class A common stock
Other income
Interest Income	$ 1,242
Basic and diluted weighted average shares outstanding | shares	2,734,701
Basic and diluted net loss per share | $ / shares	$ 0
Class B common stock
Other income
Net loss	$ (197,538)
Basic and diluted weighted average shares outstanding | shares	2,875,000
Basic and diluted net loss per share | $ / shares	$ (0.07)

STATEMENT OF OPERATIONS (Parent

STATEMENT OF OPERATIONS (Parenthetical)	Dec. 31, 2020shares
Class A common stock
Shares subject to possible redemption	10,779,906

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - 5 months ended Dec. 31, 2020 - USD ($)	Class B common stockCommon Stock	Class B common stock	Class A common stockCommon StockInitial Public Offering	Class A common stockCommon StockUnderwriters'	Class A common stockCommon Stock	Additional Paid-In CapitalInitial Public Offering	Additional Paid-In CapitalUnderwriters'	Additional Paid-In Capital	Accumulated Deficit	Initial Public Offering	Underwriters'	Total
Balance at the beginning at Jul. 26, 2020	$ 0				$ 0			$ 0	$ 0			$ 0
Balance at the beginning (in shares) at Jul. 26, 2020	0				0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B Common Stock to founders	$ 288							24,712				25,000
Issuance of Class B Common Stock to founders (in shares)	2,875,000
Sale of units			$ 1,150	$ 10		$ 114,998,850	$ 1,039,990			$ 115,000,000	$ 1,040,000
Sale of units (in shares)			11,500,000	104,000
Sale of 6,481,550 Private Placement Warrants on November 24, 2020								6,481,550				6,481,550
Underwriters' discount								(2,300,000)				(2,300,000)
Deferred underwriter's Discount								(4,025,000)				(4,025,000)
Other offering expenses								(529,972)				(529,972)
Net loss		$ (197,538)							(197,538)			(197,538)
Maximum number of redeemable shares					$ (1,079)			(110,492,961)				(110,494,039)
Maximum number of redeemable shares (in shares)					(10,794,496)
Balance at the end at Dec. 31, 2020	$ 288				$ 82			$ 5,197,169	$ (197,538)			$ 5,000,001
Balance at the end (in shares) at Dec. 31, 2020	2,875,000				824,093

STATEMENTS OF CHANGES IN STOC_2

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical)	Nov. 24, 2020shares
Warrants issued	6,481,550
Initial Public Offering
Sale of units (in shares)	11,500,000
Underwriters'
Sale of units (in shares)	1,500,000
Class A common stock | Initial Public Offering
Sale of units (in shares)	10,000,000
Class A common stock | Underwriters'
Sale of units (in shares)	104,000

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS	5 Months Ended
	Dec. 31, 2020USD ($)
Cash flows from operating activities:
Net loss	$ (197,538)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on cash held in Trust Account	(1,242)
Changes in working capital:
Prepaid assets	(292,740)
Due to related party	1,667
Accounts payable and accrued expenses	79,617
Net cash used in operating activities	(410,236)
Cash flows from investing activities:
Investments held in Trust	(117,848,503)
Net cash used in investing activities	(117,848,503)
Cash flows from financing activities:
Proceeds from sale of common stock to initial stockholders	25,000
Proceeds from sale of Units, net of offering costs	113,210,028
Proceeds from issuance of Private Placement Warrants	6,481,550
Net cash provided by financing activities	119,716,578
Net change in cash	1,457,839
Cash, beginning of the period	0
Cash, end of period	1,457,839
Supplemental disclosure of cash flow information:
Initial classification of common stock subject to possible redemption	110,494,039
Deferred underwriting commissions payable charged to additional paid in capital	$ 4,025,000

Organization and Business Opera

Organization and Business Operations	5 Months Ended
	Dec. 31, 2020
Organization and Business Operations
Organization and Business Operation	Note 1 – Organization and Business Operations Kingswood Acquisition Corp. (formerly Kingswood Global Holdings Inc.) (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on July 27, 2020. The Company was formed for the purpose of acquiring, merging with, engaging in capital stock exchange with, purchasing all or substantially all of the assets of, engaging in contractual arrangements, or engaging in any other similar business combination with a single operating entity, or one or more related or unrelated operating entities operating in any sector (“Business Combination”). As of December 31, 2020, the Company has not selected any specific business combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target with respect to the Business Combination. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from July 27, 2020 (inception) through December 31, 2020, relates to the Company’s formation and initial public offering (“Public Offering” or “IPO”), and, since the completion of the Public Offering, searching for a target to consummate a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Public Offering and placed in the Trust Account (defined below). The Company has selected December 31 as its fiscal year end. Public Offering The Company completed the sale of 10,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit on November 24, 2020. Simultaneous with the closing of the Public Offering, the Company completed the sale of 6,050,000 warrants (the “Private Warrants”), at a price of $1.00 per Private Warrant, which is discussed in Note 4. In connection with the Public Offering , the underwriters were granted a 30‑day option from the date of the prospectus for the Public Offering to purchase up to 1,500,000 additional units to cover over-allotments (the “Over-Allotment Units”), if any. Simultaneously with the closing of the Public Offering , the underwriters elected to exercise its over-allotment option in full, which, at $10.00 per Unit, generated gross proceeds of $15,000,000. The Company, in parallel, consummated the private placement of an additional 431,550 Private Warrants at a price of $1.00 per Private Warrant, which generated total additional gross proceeds of $431,550. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the Private 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 assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.25 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The shares of common stock subject to redemption were recorded at a redemption value and classified as temporary equity, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have until 18 months from the closing of the Public Offering to complete a Business Combination (the “Combination Period”). If the Company is unable to consummate its initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under the law of the state of Delaware to provide for claims of creditors and the requirements of other applicable law. The Company’s initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete its initial Business Combination within the Combination Period. However, if the initial stockholders acquire public shares in or after the Public Offering , they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete a Business Combination during the Combination Period. Liquidity and Capital Resources As of December 31, 2020, we had cash of $1,457,839. We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, in addition to the access of the Working Capital Loans, we may need to obtain other financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. Risks and Uncertainties Management is currently continuing to evaluate the impact of the COVID‑19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	5 Months Ended
	Dec. 31, 2020
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The cash equivalents in the amount of $1,216,245 were held in the Trust Account as of December 31, 2020. Cash Held in Trust Account At December 31, 2020, the assets held in the Trust Account were held in cash. Marketable securities held in Trust Account At December 31, 2020, the assets held in the Trust Account were substantially held in a money market fund comprised of U.S. Treasury Bills. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Offering Costs The Company complies with the requirements of the ASC 340‑10‑S99‑1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and were charged to stockholders’ equity upon the completion of the Public Offering . Accordingly, as of December 31, 2020, offering costs in the aggregate of $6,854,972 have been charged to stockholders’ equity (consisting of $2,300,000 of underwriting discount, $4,025,000 of deferred underwriting discount, and $529,972 of other offering costs). Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be immaterial for the period from July 27, 2020 (inception) to December 31, 2020. Net Loss Per Common Share Net loss per common stock is computed by dividing net loss by the weighted average number of common stock outstanding for the period. The calculation of diluted loss per common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) exercise of over-allotment and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 15,106,550 shares of Class A common stock in the aggregate. The Company’s statement of operations include a presentation of loss per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of loss per common stock. Net income per common stock, basic and diluted, for redeemable Class A Common Stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable Class A common stock outstanding since original issuance. Net loss per common stock, basic and diluted, for non-redeemable Class B common stock is calculated by dividing the net loss, adjusted for income attributable to redeemable Class B common stock, by the weighted average number of non-redeemable Class B common stock outstanding for the periods. Non-redeemable Class B common stock include the Founder Shares as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account. For the Year ended December 31, 2020 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 1,242 Net Earnings $ 1,242 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 2,734,701 Earnings/Basic and Diluted Redeemable Class A Common Stock $ — Non-Redeemable Class B Common Stock Numerator: Net Income minus Redeemable Net Earnings Net Income (Loss) $ (197,538) Redeemable Net Earnings $ 1,242 Non-Redeemable Net Loss $ (196,296) Denominator: Weighted Average Non-Redeemable Class B Common Stock Non-Redeemable Class B Common Stock, Basic and Diluted 2,875,000 Loss/Basic and Diluted Non-Redeemable Common Stock $ (0.07) Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	5 Months Ended
	Dec. 31, 2020
Initial Public Offering
Initial Public Offering	Note 3 – Initial Public Offering Pursuant to the Public Offering on November 24, 2020, the Company sold 10,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, par value $0.0001 per share and three-fourths 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. Each whole warrant will become exercisable on the later of the completion of the initial Business Combination or 12 months from the closing of the Public Offering and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. Simultaneously with the closing of the Public Offering , the underwriters elected to exercise their full over-allotment option of 1,500,000 Units at a purchase price of $10.00 per Unit. Upon closing the Public Offering and the sale of the Over-Allotment Units, a total of $117,848,550 ($10.25 per Unit) was placed in a U.S.-based trust account, with Continental Stock Transfer & Trust Company acting as trustee.

Private Placement

Private Placement	5 Months Ended
	Dec. 31, 2020
Private Placement
Private Placement	Note 4 – Private Placement On November 24, 2020, simultaneously with the closing of the Public Offering and the closing of the exercise of the over-allotment option, the Sponsor and one of the Company’s directors purchased an aggregate of 6,481,550 Private Warrants at a price of $1.00 per Private Warrant, for an aggregate purchase price of $6,481,550, in a private placement. A portion of the proceeds from the private placement was added to the proceeds from the Public Offering held in the Trust Account. The Private Warrants are identical to the Public Warrants sold in the Public Offering except that the Private Warrants, so long as they are held by the Sponsor or their permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the shares of Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. The Company’s Sponsor has agreed to: (i) waive its redemption rights with respect to its Founder Shares and public shares in connection with the completion of the Company’s initial Business Combination; (ii) waive its redemption rights with respect to its Founder Shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares if the Company has not consummated an initial Business Combination within 18 months from the closing of the Public Offering or (B) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity; (iii) waive its rights to liquidating distributions from the Trust Account with respect to its Founder Shares if the Company fails to consummate its initial Business Combination within 18 months from the closing of the Public Offering , although the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any public shares it holds if the Company fails to complete its initial Business Combination within the prescribed time frame; and (iv) vote any Founder Shares and any public shares purchased during or after the Public Offering (including in open-market and privately negotiated transactions) in favor of the Company’s initial Business Combination.

Related Party Transactions

Related Party Transactions	5 Months Ended
	Dec. 31, 2020
Related Party Transactions
Related Party Transactions	Note 5 – Related Party Transactions Founder Shares In August 2020, the Sponsor paid $25,000, or approximately $0.006 per share, to cover certain offering costs in consideration for 4,312,500 shares of Class B common stock, par value $0.0001 per share (the “Founder Shares”). On October 22, 2020 and November 3, 2020, the Sponsor surrendered an aggregate of 1,437,500 Founder Shares, which were cancelled, resulting in an aggregate of 2,875,000 Founder Shares outstanding and held by the Sponsor. Up to 375,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriters. In connection with the underwriters’ full exercise of their over-allotment option on November 24, 2020, the 375,000 Founder Shares were no longer subject to forfeiture. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination; or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “lock-up”). Notwithstanding the foregoing, if (1) the closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s stockholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. Promissory Note — Related Party The Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Public Offering pursuant to a promissory note. This loan was non-interest bearing and payable on the earlier of December 31, 2020 or the completion of the Public Offering . The promissory was terminated on November 24, 2020 concurrently with the completion of the Public Offering . Working Capital Loans 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 the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into Private Warrants at a price of $1.00 per Private Warrant. At December 31, 2020, no Working Capital Loans were outstanding. Administrative Service Fee Commencing on the date of the final prospectus for the Public Offering, the Company has agreed to pay the Sponsor up to $10,000 per month for office space, secretarial and administrative services as needed. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company has incurred and accrued $1,667 of administrative service fees as of December 31, 2020.

Commitments

Commitments	5 Months Ended
	Dec. 31, 2020
Commitments
Commitments	Note 6 – Commitments Registration Rights The holders of (i) the Founder Shares, which were issued in a private placement prior to the closing of the Public Offering , (ii) Private Warrants, which were issued in a private placement simultaneously with the closing of the Public Offering , and the common stock underlying such Private Warrants and (iii) Private Warrants that may be issued upon conversion of Working Capital Loans (and the securities underlying such securities) have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. These holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company, subject to certain limitations. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 30‑day option from the date of the Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at $10.00 per Unit. Simultaneously with the closing of the Public Offering on November 24, 2020, the underwriters fully exercised the over-allotment option to purchase 1,500,000 Units, generating an aggregate of gross proceeds of $15,000,000. On November 24, 2020, the Company paid a fixed underwriting discount of $0.20 per Unit, or $2.3 million in the aggregate, in connection with the underwriters’ exercise of their over-allotment option in full, of which $1,040,000 was paid in the form of 104,000 Units and $1,260,000 was paid in cash. Additionally, a deferred underwriting discount of $0.35 per Unit, or $4.02 million in the aggregate, will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement.

Stockholder's Equity

Stockholder's Equity	5 Months Ended
	Dec. 31, 2020
Stockholder's Equity
Stockholder's Equity	Note 7 – Stockholders’ Equity Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020, there were no preferred shares issued or outstanding. Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders are entitled to one vote for each share of Class A common stock. At December 31, 2020, there were 824,093 shares of Class A common stock issued or outstanding, excluding 10,779,906 shares subject to possible redemption. Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders are entitled to one vote for each share of Class B common stock. After giving retroactive effect to the surrender of shares described in Note 5, there were 2,875,000 shares of Class B common stock issued and outstanding at December 31, 2020. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law or stock exchange rule. The Class B common stock will automatically convert into Class A common stock on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (a) the total number of all shares of Class A common stock issued and outstanding (including any shares of Class A common stock issued pursuant to the underwriter’s over-allotment option) upon the consummation of the Public Offering , plus (b) the sum of all shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination(including any shares of Class A common stock issued pursuant to a forward purchase agreement), excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into Class A common stock issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private shares issued to the Sponsor, members of the Company’s management team or any of their affiliates upon conversion of Working Capital Loans, minus (c) the number of shares of Class A common stock redeemed in connection with the initial Business Combination, provided that such conversion of shares of Class B common stock shall never be less than the initial conversion ratio. In no event will the Class B common stock convert into Class A common stock at a rate of less than one-to one. Warrants — The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination or (b) 12 months from the closing of the Public Offering ; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis 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 the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company may call the Public Warrants for redemption: · in whole and not in part; · at a price of $0.01 per warrant; · upon not less than 30 days’ prior written notice of redemption (the “30‑day redemption period”) to each warrant holder; and · if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30‑trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”, as described in the warrant agreement. Additionally, in no event will the Company be required to net cash settle any Warrants. If the Company is unable to complete the initial Business Combination within the combination period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If (x) the Company issues additional 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 common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Income Tax

Income Tax	5 Months Ended
	Dec. 31, 2020
Income Tax
Income Tax	Note 8 – Income Tax The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax asset Organizational costs/Startup expenses $ 24,108 Federal Net Operating loss 17,375 Total deferred tax asset 41,483 Valuation allowance (41,483) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: December 31, 2020 Federal Current $ — Deferred (41,483) State Current — Deferred — Change in valuation allowance 41,483 Income tax provision $ — As of December 31, 2020, the Company has $82,736 of U.S. federal net operating loss carryovers, which do not expire, and no state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from September 18, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $41,483. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit % Permanent Book/Tax Differences % Change in valuation allowance (21.0) % Income tax provision — % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

Fair value measurements

Fair value measurements	5 Months Ended
	Dec. 31, 2020
Fair value measurements
Fair value measurements	Note 9 – Fair value measurements The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of December 31, 2020 due to the short maturities of such instruments. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2020 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Quoted Significant Significant Prices In Other Other Active Observable Unobservable December 31, Markets Inputs Inputs 2020 (Level 1) (Level 2) (Level 3) Assets: U.S. Mutual Funds held in Trust Account $ 117,849,745 $ 117,849,745 $ — $ — $ 117,849,745 $ 117,849,745 $ — $ —

Subsequent Events

Subsequent Events	5 Months Ended
	Dec. 31, 2020
Subsequent Events
Subsequent Events	Note 10 – Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based on 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)	5 Months Ended
	Dec. 31, 2020
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The cash equivalents in the amount of $1,216,245 were held in the Trust Account as of December 31, 2020.
Cash Held in Trust Account	Cash Held in Trust Account At December 31, 2020, the assets held in the Trust Account were held in cash.
Marketable securities held in Trust Account	Marketable securities held in Trust Account At December 31, 2020, the assets held in the Trust Account were substantially held in a money market fund comprised of U.S. Treasury Bills.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Offering Costs	Offering Costs The Company complies with the requirements of the ASC 340‑10‑S99‑1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and were charged to stockholders’ equity upon the completion of the Public Offering . Accordingly, as of December 31, 2020, offering costs in the aggregate of $6,854,972 have been charged to stockholders’ equity (consisting of $2,300,000 of underwriting discount, $4,025,000 of deferred underwriting discount, and $529,972 of other offering costs).
Fair Value Measurements	Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
Net Loss Per Common Share	Net Loss Per Common Share Net loss per common stock is computed by dividing net loss by the weighted average number of common stock outstanding for the period. The calculation of diluted loss per common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) exercise of over-allotment and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 15,106,550 shares of Class A common stock in the aggregate. The Company’s statement of operations include a presentation of loss per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of loss per common stock. Net income per common stock, basic and diluted, for redeemable Class A Common Stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable Class A common stock outstanding since original issuance. Net loss per common stock, basic and diluted, for non-redeemable Class B common stock is calculated by dividing the net loss, adjusted for income attributable to redeemable Class B common stock, by the weighted average number of non-redeemable Class B common stock outstanding for the periods. Non-redeemable Class B common stock include the Founder Shares as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account. For the Year ended December 31, 2020 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 1,242 Net Earnings $ 1,242 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 2,734,701 Earnings/Basic and Diluted Redeemable Class A Common Stock $ — Non-Redeemable Class B Common Stock Numerator: Net Income minus Redeemable Net Earnings Net Income (Loss) $ (197,538) Redeemable Net Earnings $ 1,242 Non-Redeemable Net Loss $ (196,296) Denominator: Weighted Average Non-Redeemable Class B Common Stock Non-Redeemable Class B Common Stock, Basic and Diluted 2,875,000 Loss/Basic and Diluted Non-Redeemable Common Stock $ (0.07)
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be immaterial for the period from July 27, 2020 (inception) to December 31, 2020.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	5 Months Ended
	Dec. 31, 2020
Summary of Significant Accounting Policies
Schedule of net loss per common share	For the Year ended December 31, 2020 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 1,242 Net Earnings $ 1,242 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 2,734,701 Earnings/Basic and Diluted Redeemable Class A Common Stock $ — Non-Redeemable Class B Common Stock Numerator: Net Income minus Redeemable Net Earnings Net Income (Loss) $ (197,538) Redeemable Net Earnings $ 1,242 Non-Redeemable Net Loss $ (196,296) Denominator: Weighted Average Non-Redeemable Class B Common Stock Non-Redeemable Class B Common Stock, Basic and Diluted 2,875,000 Loss/Basic and Diluted Non-Redeemable Common Stock $ (0.07)

Income Tax (Tables)

Income Tax (Tables)	5 Months Ended
	Dec. 31, 2020
Income Tax
Schedule of Company's deferred tax assets	The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax asset Organizational costs/Startup expenses $ 24,108 Federal Net Operating loss 17,375 Total deferred tax asset 41,483 Valuation allowance (41,483) Deferred tax asset, net of allowance $ —
Schedule of reconciliation of the income tax expense (benefit)	The income tax provision consists of the following: December 31, 2020 Federal Current $ — Deferred (41,483) State Current — Deferred — Change in valuation allowance 41,483 Income tax provision $ —
Schedule reconciliation of the federal income tax rate to the Company's effective tax rate	A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit % Permanent Book/Tax Differences % Change in valuation allowance (21.0) % Income tax provision — %

Fair value measurements (Tables

Fair value measurements (Tables)	5 Months Ended
	Dec. 31, 2020
Fair value measurements
Schedule of Company's assets that are measured at fair value on a recurring basis	Quoted Significant Significant Prices In Other Other Active Observable Unobservable December 31, Markets Inputs Inputs 2020 (Level 1) (Level 2) (Level 3) Assets: U.S. Mutual Funds held in Trust Account $ 117,849,745 $ 117,849,745 $ — $ — $ 117,849,745 $ 117,849,745 $ — $ —

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)	Nov. 24, 2020	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Share price per share		$ 10.25
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account		80.00%
Minimum net tangible assets upon consummation of the Business Combination		$ 5,000,001
Threshold period in which the entity will redeem Public Shares if entity does not complete Business Combination		18 months
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination		50.00%
Threshold period in which the entity will waive its rights to liquidate distributions from the Trust Account if the Company fails to complete its initial Business Combination		18 months
Maximum net interest to pay dissolution expenses		$ 100,000
Cash		$ 1,457,839
Class A common stock
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrants		$ 1
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued	11,500,000
Sale of units		$ 115,000,000
Additional warrants exercise price	$ 1
Initial Public Offering | Class A common stock
Subsidiary, Sale of Stock [Line Items]
Number of units issued	10,000,000
Share price per share	$ 10
Underwriters'
Subsidiary, Sale of Stock [Line Items]
Number of units issued	1,500,000	1,500,000
Sale of units		$ 1,040,000
Share price per share	$ 10
Gross proceeds from sale of units	$ 15,000,000
Underwriters' | Class A common stock
Subsidiary, Sale of Stock [Line Items]
Number of units issued	104,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Additional warrants issued	431,550
Proceeds from additional warrants issued	$ 431,550
Private Placement | Class A common stock
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued	6,050,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Net Income (Loss) Per Common Share (Details)	5 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Interest Income	$ 1,242
Net Income (Loss)	$ (197,538)
Class A common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Warrants are exercisable to purchase shares of common stock | shares	15,106,550
Interest Income	$ 1,242
Redeemable Net Earnings	$ 1,242
Common Stock, Basic and Diluted | shares	2,734,701
Earnings/Basic and Diluted Redeemable Class A Common Stock | $ / shares	$ 0
Class B common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net Income (Loss)	$ (197,538)
Redeemable Net Earnings	1,242
Non-Redeemable Net Loss	$ (196,296)
Common Stock, Basic and Diluted | shares	2,875,000
Earnings/Basic and Diluted Redeemable Class A Common Stock | $ / shares	$ (0.07)

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - USD ($)	Nov. 24, 2020	Dec. 31, 2020
Cash equivalents held in trust account		$ 1,216,245
Federal Depository Insurance Coverage		250,000
Offering costs		6,854,972
Underwriting discount		2,300,000
Deferred Underwriters' Discount		4,025,000
Other offering costs		529,972
Unrecognized tax benefits		0
Accrued for interest and penalties		$ 0
Underwriters'
Underwriting discount	$ 2,300,000
Deferred Underwriters' Discount	$ 4,020,000

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Nov. 24, 2020	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Price per share		$ 10.25
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued	11,500,000
Underwriters'
Subsidiary, Sale of Stock [Line Items]
Number of units issued	1,500,000	1,500,000
Price per share	$ 10
Amount held in Trust	$ 117,848,550
Unit price	$ 10.25
Class A common stock
Subsidiary, Sale of Stock [Line Items]
Common stock, par value		$ 0.0001
Class A common stock | Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued	10,000,000
Price per share	$ 10
Common stock, par value	0.0001
Exercise price of warrants	11.50
Unit price	$ 10
Class A common stock | Underwriters'
Subsidiary, Sale of Stock [Line Items]
Number of units issued	104,000

Private Placement (Details)

Private Placement (Details) - USD ($)	Nov. 24, 2020	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Threshold period for not to transfer, assign or sell any of their warrants after the completion of the initial business combination		30 days
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)		100.00%
Threshold period in which the entity will redeem Public Shares if entity does not complete Business Combination		18 months
Threshold period in which the entity will waive its rights to liquidate distributions from the Trust Account if the Company fails to complete its initial Business Combination		18 months
Private Placement | Sponsor and one director
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued	6,481,550
Price of warrants	$ 1
Aggregate purchase price	$ 6,481,550

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)	Nov. 24, 2020$ / sharesshares	Aug. 31, 2020USD ($)$ / sharesshares	Dec. 31, 2020USD ($)D$ / sharesshares	Nov. 03, 2020shares
Related Party Transaction [Line Items]
Aggregate purchase price | $			$ 25,000
Price per share			$ 10.25
Underwriters'
Related Party Transaction [Line Items]
Price per share	$ 10
Class B common stock
Related Party Transaction [Line Items]
Common stock, par value			$ 0.0001
Common shares, shares outstanding (in shares) | shares			2,875,000
Class B common stock | Founder Shares
Related Party Transaction [Line Items]
Shares no longer subject to forfeiture | shares	375,000
Class B common stock | Sponsor | Founder Shares
Related Party Transaction [Line Items]
Aggregate purchase price | $		$ 25,000
Price per share		$ 0.006
Number of shares issued | shares		4,312,500
Common stock, par value		$ 0.0001
Number of shares forfeited | shares				1,437,500
Common shares, shares outstanding (in shares) | shares				2,875,000
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination			1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)			$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D			20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D			30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences			150 days

Related Party Transactions - Ad

Related Party Transactions - Additional information (Details)	5 Months Ended
	Dec. 31, 2020USD ($)$ / shares
Related Party Transaction [Line Items]
Administrative service fees incurred and accrued	$ 1,667
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month	10,000
Promissory Note with Related Party
Related Party Transaction [Line Items]
Proceeds from Related Party Advances	300,000
Maximum amounts of transaction	0
Working Capital Loans
Related Party Transaction [Line Items]
Maximum loans convertible into warrants	$ 1,500,000
Price of warrants (in dollars per share) | $ / shares	$ 1

Commitments - Underwriting Agre

Commitments - Underwriting Agreement (Details) - USD ($)	Nov. 24, 2020	Dec. 31, 2020
COMMITMENTS
Underwriting discount		$ 2,300,000
Deferred underwriting fees		$ 4,025,000
Initial Public Offering
COMMITMENTS
Number of units issued	11,500,000
Underwriters'
COMMITMENTS
Threshold period for option to purchase additional Units to cover over-allotments	30 days
Common stock, shares authorized	1,500,000
Unit price	$ 10
Number of units issued	1,500,000	1,500,000
Gross proceeds from sale of units	$ 15,000,000
Underwriting fee per unit	$ 0.20
Underwriting discount	$ 2,300,000
Underwriting commission paid in the form of units	$ 1,040,000
Number of units available	104,000
Underwriting commission paid in cash	$ 1,260,000
Deferred fee per unit	$ 0.35
Deferred underwriting fees	$ 4,020,000

Stockholder's Equity - Preferre

Stockholder's Equity - Preferred Stock Shares (Details)	Dec. 31, 2020$ / sharesshares
Stockholder's Equity
Preferred shares, shares authorized	1,000,000
Preferred shares, par value | $ / shares	$ 0.0001
Preferred shares, shares issued	0
Preferred shares, shares outstanding	0

Stockholder's Equity - Common S

Stockholder's Equity - Common Stock Shares (Details)	5 Months Ended
	Dec. 31, 2020Vote$ / sharesshares
Class A common stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	100,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001
Common shares, shares issued (in shares)	824,093
Common shares, shares outstanding (in shares)	824,093
Shares subject to possible redemption	10,779,906
Class B common stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	10,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	2,875,000
Common shares, shares outstanding (in shares)	2,875,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	20.00%

Stockholder's Equity - Warrants

Stockholder's Equity - Warrants (Details) - Redeemable warrants	5 Months Ended
	Dec. 31, 2020D$ / shares
Class of Warrant or Right [Line Items]
Public Warrants exercisable term after the completion of a business combination	12 months
Public Warrants expiration term	5 years
Threshold period for filling registration statement after business combination	15 days
Percentage of gross proceeds on total equity proceeds	60.00%
Threshold trading days determining volume weighted average price	20 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	9.20%
Adjustment of redemption price of stock based on market value and newly issued price 1 (as a percent)	115
Adjustment of redemption price of stock based on market value and newly issued price 2 (as a percent)	18
Adjustment of redemption price of stock based on market value and newly issued price (as a percent)	180.00%
Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares	$ 18
Redemption price per public warrant (in dollars per share) | $ / shares	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants | D	20
Threshold consecutive trading days for redemption of public warrants | D	30
Redemption period	3 days
Threshold business days before sending notice of redemption to warrant holders	30 days

Income Tax - Company's deferred

Income Tax - Company's deferred tax assets (Details)	Dec. 31, 2020USD ($)
Deferred tax asset
Organizational costs/Startup expenses	$ 24,108
Federal Net Operating loss	17,375
Total deferred tax asset	41,483
Valuation allowance	$ (41,483)

Income Tax - Reconciliation of

Income Tax - Reconciliation of the income tax expense (benefit) (Details)	5 Months Ended
	Dec. 31, 2020USD ($)
Federal
Deferred	$ (41,483)
State
Change in valuation allowance	$ 41,483

Income Tax - Additional informa

Income Tax - Additional information (Details)	3 Months Ended
	Dec. 31, 2020USD ($)
Operating Loss Carryforwards [Line Items]
Change in the valuation allowance	$ 41,483
Federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryovers, which do not expire	82,736
State
Operating Loss Carryforwards [Line Items]
Net operating loss carryovers, which do not expire	$ 0

Income Tax - Reconciliation o_2

Income Tax - Reconciliation of the federal income tax rate to the Company's effective tax rate (Details)	5 Months Ended
	Dec. 31, 2020
Income Tax
Statutory federal income tax rate	21.00%
State taxes, net of federal tax benefit	0.00%
Permanent Book/Tax Differences	0.00%
Change in valuation allowance	(21.00%)

Fair value measurements (Detail

Fair value measurements (Details) - Recurring	Dec. 31, 2020USD ($)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets held in Trust Account	$ 117,849,745
Quoted Prices In Active Markets (Level 1)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets held in Trust Account	117,849,745
Significant Other Observable Inputs (Level 2)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets held in Trust Account	0
Significant Other Unobservable Inputs (Level 3)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets held in Trust Account	0
U.S. Mutual Funds
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets held in Trust Account	117,849,745
U.S. Mutual Funds | Quoted Prices In Active Markets (Level 1)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets held in Trust Account	117,849,745
U.S. Mutual Funds | Significant Other Observable Inputs (Level 2)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets held in Trust Account	0
U.S. Mutual Funds | Significant Other Unobservable Inputs (Level 3)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets held in Trust Account	$ 0