Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 4 Months Ended | |
Dec. 31, 2020 | Dec. 08, 2021 | |
Document Type | 10-K/A | |
Document Annual Report | true | |
Document Transition Report | false | |
Transition Report | true | |
Document Period End Date | Dec. 31, 2020 | |
Entity File Number | 001-39612 | |
Entity Registrant Name | 5:01 ACQUISITION CORP. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-2790755 | |
Entity Address, Address Line One | 501 Second Street | |
Entity Address, City or Town | San Francisco | |
Entity Address, Country | CA | |
Entity Address, Postal Zip Code | 94107 | |
City Area Code | 415 | |
Local Phone Number | 993-8570 | |
Title of 12(b) Security | Class A common Stock, par value $0.0001 per share | |
Trading Symbol | FVAM | |
Security Exchange Name | NASDAQ | |
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 | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Public Float | $ 84 | |
Entity Central Index Key | 0001823465 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | true | |
Amendment Description | Amendment No. 1 | |
Class A common stock | ||
Entity Common Stock, Shares Outstanding | 8,621,399 | |
Class B common stock | ||
Entity Common Stock, Shares Outstanding | 2,064,068 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS | Dec. 31, 2020USD ($) |
Current assets: | |
Cash | $ 1,144,548 |
Prepaid expenses | 206,198 |
Total current assets | 1,350,746 |
Investments held in Trust Account | 82,563,213 |
Total Assets | 83,913,959 |
Current liabilities: | |
Accounts payable | 24,775 |
Accrued expenses | 19,800 |
Franchise tax payable | 47,125 |
Total current liabilities | 91,700 |
Deferred underwriting commissions | 2,889,696 |
Total Liabilities | 2,981,396 |
Commitments and Contingencies | |
Class A common stock; 8,256,273 shares subject to possible redemption at $10.00 per share | 82,562,730 |
Stockholders' Deficit | |
Preferred stock, $0.0001 par value 10,000,000 shares authorized none issued and outstanding | |
Accumulated deficit | (1,630,410) |
Total stockholders' deficit | (1,630,167) |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit | 83,913,959 |
Class A common stock | |
Stockholders' Deficit | |
Common Stock | 37 |
Class B common stock | |
Stockholders' Deficit | |
Common Stock | $ 206 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) | Dec. 31, 2020$ / sharesshares |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Class A common stock | |
Share subject to possible redemption (in shares) | 8,256,273 |
Redemption price (per share) | $ / shares | $ 10 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 200,000,000 |
Common stock, shares issued | 365,126 |
Common stock, shares outstanding | 365,126 |
Class B common stock | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 10,000,000 |
Common stock, shares issued | 2,064,068 |
Common stock, shares outstanding | 2,064,068 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
General and administrative expenses | $ 162,781 |
Franchise tax expense | 47,125 |
Total operating expenses | (209,906) |
Interest income from investments held in Trust Account | 477 |
Net Loss | $ (209,429) |
Class A common stock | |
Basic and diluted net loss per common stock | $ / shares | $ (0.03) |
Class B common stock | |
Basic and diluted weighted average common stock outstanding | shares | 2,016,944 |
Basic and diluted net loss per common stock | $ / shares | $ (0.03) |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - 4 months ended Dec. 31, 2020 - USD ($) | Common StockClass A common stockPrivate Placement | Common StockClass A common stock | Common StockClass B common stock | Additional Paid-in CapitalPrivate Placement | Additional Paid-in Capital | Accumulated Deficit | Class A common stock | Class B common stock | Private Placement | Total |
Balance at the beginning at Aug. 30, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Balance at the beginning (in shares) at Aug. 30, 2020 | 0 | 0 | ||||||||
Issuance of common stock to Sponsor | $ 0 | $ 230 | 19,770 | 0 | 20,000 | |||||
Issuance of common stock to Sponsor (in shares) | 0 | 2,300,000 | ||||||||
Sale of private placement shares to Sponsor in private placement | $ 37 | $ 3,651,223 | $ 3,651,260 | |||||||
Sale of private placement shares to Sponsor in private placement (in shares) | 365,126 | |||||||||
Forfeiture of Class B common stock | $ (24) | 24 | ||||||||
Forfeiture of Class B common stock (in shares) | (235,932) | |||||||||
Remeasurement of Class A Common stock to redemption amount | 3,671,017 | 1,420,981 | 5,091,998 | |||||||
Net loss | (209,429) | (209,429) | ||||||||
Balance at the ending (unaudited) at Dec. 31, 2020 | $ 37 | $ 206 | $ 0 | $ (1,630,410) | $ (1,630,167) | |||||
Balance at the ending (unaudited in shares) at Dec. 31, 2020 | 365,126 | 2,064,068 | 365,126 | 2,064,068 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (209,429) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest income from investments held in Trust Account | (477) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (206,198) |
Accounts payable | 13,549 |
Franchise tax payable | 47,125 |
Accrued expenses | 19,800 |
Net cash used in operating activities | (335,630) |
Cash Flows from Investing Activities | |
Cash deposited in Trust Account | (82,562,736) |
Net cash used in investing activities | (82,562,736) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of common stock to Sponsor | 20,000 |
Proceeds received from note payable - related party | 300,000 |
Repayment of note payable to related party | (300,000) |
Proceeds received from initial public offering, gross | 82,562,730 |
Proceeds received from private placement | 3,651,260 |
Deferred offering costs paid | (2,191,076) |
Net cash provided by financing activities | 84,042,914 |
Net change in cash | 1,144,548 |
Cash - beginning of the period | 0 |
Cash - end of the period | 1,144,548 |
Supplemental disclosure of noncash financing activities: | |
Deferred offering costs included in accounts payable | 11,227 |
Deferred underwriting commissions in connection with the initial public offering | 2,889,696 |
Forfeiture of Class B Common Stock | $ 24 |
Description of Organization and
Description of Organization and Business Operations | 4 Months Ended |
Dec. 31, 2020 | |
Description of Organization and Business Operations | |
Description of Organization and Business Operations | Note 1 — Description of Organization, Business Operations and Basis of Presentation 5:01 Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on August 31, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from August 31, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the Initial Public Offering (the “Initial Public Offering”) and since the closing of the Initial Public Offering (as described below), the search for a prospective initial Business Combination. 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. The Company has selected December 31 st The Company’s sponsor is 5:01 Acquisition LLC, an entity affiliated with two of the Company’s directors (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective October 13, 2020. On October 16, 2020, the Company consummated its Initial Public Offering of 8,000,000 shares of Class A common stock (each, a “Public Share” and collectively, the “Public Shares”) at $10.00 per share, generating gross proceeds of $80.0 million, and incurring offering costs of approximately $4.9 million, inclusive of $2.8 million in deferred underwriting commissions (Note 6). The underwriter was granted a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 1,200,000 additional shares to cover over-allotments, if any, at $10.00 per share. The Underwriters partially exercised the over-allotment option and on November 12, 2020 purchased an additional 256,273 shares of Class A common stock (the “Additional Shares”), generating gross proceeds of approximately $2.6 million , and incurred additional offering costs of approximately $141,000 in underwriting fees (inclusive of approximately $90,000 in deferred underwriting fees) (the “Over-Allotment”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 360,000 shares of Class A common stock (each, a “Private Placement Share” and collectively, the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating proceeds of $3.6 million (Note 5). Simultaneously with the closing of the Over-Allotment on November 12, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 5,126 Private Placement Shares by the Sponsor, generating gross proceeds to the Company of approximately $51,000. Upon the closing of the Initial Public Offering, the Private Placement and the Over-Allotment, approximately $82.6 million ($10.00 per share) of the net proceeds of the sale of the Public Shares in the Initial Public Offering and of the Private Placement Shares in the Private Placement and Over-Allotment were placed in a trust account (“Trust Account”) located in the United States, and invested only in U.S. government treasury bills, notes and bonds with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act and which invest solely in U.S. Treasuries, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account. In addition, the Sponsor agreed to forfeit up to 300,000 Class B common stock, par value $0.0001 (the “Founder Shares”) to the extent that the over-allotment option is not exercised in full by the underwriters. The underwriters partially exercised their over-allotment option on November 12, 2020; thus, on November 30, 2020, the sponsor forfeited 235,932 shares of Class B common stock. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction 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”). There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders (the “Public Stockholders”) of the Company’s outstanding Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share 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 underwriter (as discussed in Note 6). 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 Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “Initial Stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial 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 within 24 months from the closing of the Initial Public Offering, or October 16, 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 The Initial Stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. 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 (“GAAP”) for financial information 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 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. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements and Going Concern | 4 Months Ended |
Dec. 31, 2020 | |
Restatement of Previously Issued Financial Statements and Going Concern | |
Restatement of Previously Issued Financial Statements and Going Concern | Note 2 — Restatement of Previously Issued Financial Statements and Going Concern Liquidity, Capital Resources and Going Concern As of December 31, 2020, the Company had approximately $1.1 million outside of the Trust Account, approximately $480 of interest income available in the Trust Account to pay for tax obligations and working capital of approximately $1.3 million. The Company’s liquidity needs to date have been satisfied through a capital contribution of $20,000 from the Sponsor to purchase the Founder Shares (as defined below), the loan under the Note of $300,000 (see Note 5 ), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on October 16, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s officers, directors and initial stockholders may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of December 31, 2020, there were no amounts outstanding under any Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements – Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 16, 2022. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The Company concluded it should restate its previously issued financial statements by amending its Annual Report on Form 10-K, filed with the SEC on March 17, 2021 (the “Original Filing”), to classify all Public Shares and Additional Shares in temporary equity. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Public Shares and Additional Shares in permanent equity, or total stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its Public Shares and Additional Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. The Company revised its interpretation to include temporary equity in net tangible assets. Also, in connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also revised its earnings per share calculation to allocate earnings and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Current Report on Form 8-K filed with the SEC on October 22, 2020 (the “Post-IPO Balance Sheet”), the Original Filing, and the Form 10-Qs for the quarterly periods ended March 31, 2021 and June 30, 2021 (collectively, the “Affected Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Periods should be restated to present all Public Shares and Additional Shares as temporary equity, to recognize the remeasurement of Class A common stock subject to possible redemption from the initial book value to redemption value at the time of its Initial Public Offering and closing of the over-allotment option, and to present earnings per share with earnings and losses shared pro rata between the two classes of shares. As such, these financial statements restate the Company’s previously issued audited financial statements for the period from August 31, 2020 (inception) through December 31, 2020 and the Post-IPO Balance Sheet. The quarterly periods ended March 31, 2021 and June 30, 2021 will be restated in the Company’s Form 10-Q/A for the quarterly period ended September 30, 2021. The previously presented Affected Quarterly Periods should no longer be relied upon. The restatement does not have an impact on the Company’s cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”). The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of December 31, 2020: As of December 31, 2020: As Previously Reported Adjustment As Restated Total assets $ 83,913,959 $ — $ 83,913,959 Total liabilities $ 2,981,396 $ — $ 2,981,396 Class A common stock subject to possible redemption 75,932,560 6,630,170 82,562,730 Preferred stock — — — Class A common stock 103 (66) 37 Class B common stock 206 — 206 Additional paid-in capital 5,209,123 (5,209,123) — Accumulated deficit (209,429) (1,420,981) (1,630,410) Total stockholders’ equity (deficit) $ 5,000,003 $ (6,630,170) $ (1,630,167) Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders’ Equity (Deficit) $ 83,913,959 $ — $ 83,913,959 Shares of Class A common stock subject to redemption 7,593,256 663,017 8,256,273 Shares of Class A common stock 1,028,143 (663,017) 365,126 The Company’s statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from August 31, 2020 (inception) through December 31, 2020: For the Period from August 31, 2020 (inception) through December 31, 2020 As Previously Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A common stock subject to possible redemption $ 76,154,200 $ (76,154,200) $ — Change in value of Class A common stock subject to possible redemption $ (221,640) $ 221,640 $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the period from August 31, 2020 (inception) through December 31, 2020: Earnings Per Share for Class A Common Stock As Previously Reported Adjustment As Restated For the Period from August 31, 2020 (inception) through December 31, 2020 Net loss $ (209,429) $ — $ (209,429) Weighted average shares outstanding 8,166,411 — 5,428,016 Basic and diluted earnings per share $ 0.00 $ (0.03) $ (0.03) Earnings Per Share for Class B Common Stock As Previously Reported Adjustment As Restated For the Period from August 31, 2020 (inception) through December 31, 2020 Net loss $ (209,429) $ — $ (209,429) Weighted average shares outstanding 2,248,153 (231,209) 2,016,944 Basic and diluted earnings per share $ (0.09) $ 0.06 $ (0.03) The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of October 16, 2020: 8-K - October 16, 2020: As Previously Reported Adjustment As Restated Total assets $ 82,149,400 $ — $ 82,149,400 Total liabilities $ 3,468,233 $ — $ 3,468,233 Class A common stock subject to possible redemption 73,681,160 6,318,840 80,000,000 Preferred stock — — — Class A common stock 99 (63) 36 Class B common stock 230 — 230 Additional paid-in capital 5,032,871 (5,032,871) — Accumulated deficit (33,193) (1,285,906) (1,319,099) Total stockholders’ equity (deficit) $ 5,000,007 $ (6,318,840) $ (1,318,833) Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders’ Equity (Deficit) $ 82,149,400 $ — $ 82,149,400 Shares of Class A common stock subject to redemption 7,368,116 631,884 8,000,000 Shares of Class A common stock 991,884 (631,884) 360,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 4 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 3 — Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. 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 and investments held in Trust Account. As of 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. 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. As of December 31, 2020, there were no cash equivalents in the Company’s operating cash account. Investments held in Trust Account The Company’s portfolio of investments held in trust is comprised solely of money market funds that invest in U.S. government securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities 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 these investments are included in interest income held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the 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. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the investments are observed at Level 1 and there were no transfers. As of December 31, 2020, the carrying values of accounts payable, accrued expenses, and franchise taxes payable approximate their fair values due to the short-term nature of the instruments. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering and that were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Public Shares and Additional Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, 8,256,273 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Effective with the closing of the IPO, the Company recognized the remeasurement of Class A common stock subject to possible redemption from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. Diluted net income (loss) per share is the same as basic net income (loss) per share for the period from August 31, 2020 (inception) through December 31, 2020. The remeasurement of the Class A common stock subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. 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. The provision for income taxes was deemed to be de minimis for the period from August 31, 2020 (inception) through December 31, 2020. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 4 Months Ended |
Dec. 31, 2020 | |
Initial Public Offering | |
Initial Public Offering | Note 4 — Initial Public Offering On October 16, 2020, the Company consummated its Initial Public Offering of 8,000,000 Public Shares at $10.00 per share, generating gross proceeds of $80.0 million, and incurring offering costs of approximately $4.9 million, inclusive of $2.8 million in deferred underwriting commissions. The Company granted the underwriter a 45 |
Related Party Transactions
Related Party Transactions | 4 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares and Private Placement Shares On September 2, 2020, the Sponsor purchased 2,300,000 shares of the Company’s initial common stock, par value $0.0001 per share, for an aggregate price of $20,000. On October 7, 2020, the Company filed its Amended and Restated Certificate of Incorporation with the State of Delaware and reclassified the 2,300,000 shares of initial common stock into 2,300,000 shares of Class B common stock, par value $0.0001 (the “Founder Shares”). The Sponsor agreed to forfeit up to 300,000 Class B common stock, par value $0.0001 (the “Founder Shares”) to the extent that the Over-Allotment option is not exercised in full by the underwriters. The underwriters partially exercised their Over-Allotment option on November 12, 2020. On November 30, 2020, the remaining 235,932 shares of Class B common stock subject to forfeiture were forfeited. In October and November 2020, the Sponsor transferred an aggregate of 120,000 Founder Shares to the four independent directors when they joined the board of directors and in December, amended the terms of such transfer to clarify that 116,250 shares remain subject to forfeiture through completion of the Business Combination and expiration of any related lock-up period, subject to acceleration of vesting in certain circumstances. Concurrently with the closing of the Initial Public Offering, the Company consummated the Private Placement of 360,000 Private Placement Shares, at a price of $ Pursuant to the letter agreement, the Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares or Private Placement Shares until the earlier to occur of: (A) one Related Party Loans On September 17, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This promissory note did not bear interest and was payable upon the consummation of the Initial Public Offering. The Company fully borrowed the $300,000 Note and fully repaid the Note on October 16, 2020. Working Capital Loans In order to finance transaction costs in connection with searching for a target business or consummating an intended initial Business Combination, the Sponsor, officers, directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment. Such loans would be evidenced by promissory notes. The promissory notes would be paid upon consummation of the initial Business Combination, without interest. The terms of each promissory note may also provide that a portion of the principal amount of such loan may be repaid by conversion into shares of the Company’s Class A common stock upon completion of the initial Business Combination. 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. |
Commitments and Contingencies
Commitments and Contingencies | 4 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights The holders of Founder Shares and Private Placement Shares are entitled to registration rights pursuant to a registration and stockholder rights agreement. The holders of these securities are entitled to make up to three demands that the Company registers such securities, subject to specified conditions. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of the Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. However, the registration and stockholder rights agreement will provide that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. Underwriting Agreement The underwriter was entitled to an underwriting discount of $0.20 per share, or $1.7 million in the aggregate, paid upon the closing of the Initial Public Offering, Private Placement and partial exercise of the over-allotment option. In addition, $0.35 per share, or $2.9 million in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Stockholders' Deficit
Stockholders' Deficit | 4 Months Ended |
Dec. 31, 2020 | |
Stockholders' Deficit | |
Stockholders' Deficit | Note 7 — Stockholders’ Deficit Preferred Stock Class A Common Stock — issued Class B Common Stock — outstanding . |
Income Taxes
Income Taxes | 4 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Income Taxes | Note 8 — Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. There was no income tax expense for the period from August 31, 2020 (inception) through December 31, 2020. The income tax provision (benefit) consists of the following: December 31, 2020 Current Federal $ — State — Deferred Federal (43,980) State — Valuation allowance 43,980 Income tax provision $ — The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax assets: Net operating loss 9,796 Start-up/Organization costs 34,184 Total deferred tax assets 43,980 Valuation allowance (43,980) Deferred tax asset, net of allowance $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, 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. At December 31, 2020, the valuation allowance was approximately $44,000. There were no unrecognized tax benefits as of December 31, 2020. No amounts were accrued for the payment of interest and penalties at 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. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: December 31, 2020 Statutory Federal income tax rate 21.0 % Change in Valuation Allowance (21.0) % Income Taxes Benefit 0.0 % |
Subsequent Events
Subsequent Events | 4 Months Ended |
Dec. 31, 2020 | |
Subsequent Events | |
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any other 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 | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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. As of December 31, 2020, there were no cash equivalents in the Company’s operating cash account. |
Investments held in Trust Account | Investments held in Trust Account The Company’s portfolio of investments held in trust is comprised solely of money market funds that invest in U.S. government securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities 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 these investments are included in interest income held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the 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. |
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 and investments held in Trust Account. As of 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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the investments are observed at Level 1 and there were no transfers. As of December 31, 2020, the carrying values of accounts payable, accrued expenses, and franchise taxes payable approximate their fair values due to the short-term nature of the instruments. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering and that were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Public Shares and Additional Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, 8,256,273 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Effective with the closing of the IPO, the Company recognized the remeasurement of Class A common stock subject to possible redemption from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. 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. The provision for income taxes was deemed to be de minimis for the period from August 31, 2020 (inception) through December 31, 2020. |
Net Loss Per Share of Common Stock | Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. Diluted net income (loss) per share is the same as basic net income (loss) per share for the period from August 31, 2020 (inception) through December 31, 2020. The remeasurement of the Class A common stock subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements and Going Concern (Tables) | 4 Months Ended |
Dec. 31, 2020 | |
Restatement of Previously Issued Financial Statements and Going Concern | |
Summary of effect of the financial statement adjustments related to the restatement | The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of December 31, 2020: As of December 31, 2020: As Previously Reported Adjustment As Restated Total assets $ 83,913,959 $ — $ 83,913,959 Total liabilities $ 2,981,396 $ — $ 2,981,396 Class A common stock subject to possible redemption 75,932,560 6,630,170 82,562,730 Preferred stock — — — Class A common stock 103 (66) 37 Class B common stock 206 — 206 Additional paid-in capital 5,209,123 (5,209,123) — Accumulated deficit (209,429) (1,420,981) (1,630,410) Total stockholders’ equity (deficit) $ 5,000,003 $ (6,630,170) $ (1,630,167) Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders’ Equity (Deficit) $ 83,913,959 $ — $ 83,913,959 Shares of Class A common stock subject to redemption 7,593,256 663,017 8,256,273 Shares of Class A common stock 1,028,143 (663,017) 365,126 The Company’s statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from August 31, 2020 (inception) through December 31, 2020: For the Period from August 31, 2020 (inception) through December 31, 2020 As Previously Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A common stock subject to possible redemption $ 76,154,200 $ (76,154,200) $ — Change in value of Class A common stock subject to possible redemption $ (221,640) $ 221,640 $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the period from August 31, 2020 (inception) through December 31, 2020: Earnings Per Share for Class A Common Stock As Previously Reported Adjustment As Restated For the Period from August 31, 2020 (inception) through December 31, 2020 Net loss $ (209,429) $ — $ (209,429) Weighted average shares outstanding 8,166,411 — 5,428,016 Basic and diluted earnings per share $ 0.00 $ (0.03) $ (0.03) Earnings Per Share for Class B Common Stock As Previously Reported Adjustment As Restated For the Period from August 31, 2020 (inception) through December 31, 2020 Net loss $ (209,429) $ — $ (209,429) Weighted average shares outstanding 2,248,153 (231,209) 2,016,944 Basic and diluted earnings per share $ (0.09) $ 0.06 $ (0.03) The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of October 16, 2020: 8-K - October 16, 2020: As Previously Reported Adjustment As Restated Total assets $ 82,149,400 $ — $ 82,149,400 Total liabilities $ 3,468,233 $ — $ 3,468,233 Class A common stock subject to possible redemption 73,681,160 6,318,840 80,000,000 Preferred stock — — — Class A common stock 99 (63) 36 Class B common stock 230 — 230 Additional paid-in capital 5,032,871 (5,032,871) — Accumulated deficit (33,193) (1,285,906) (1,319,099) Total stockholders’ equity (deficit) $ 5,000,007 $ (6,318,840) $ (1,318,833) Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders’ Equity (Deficit) $ 82,149,400 $ — $ 82,149,400 Shares of Class A common stock subject to redemption 7,368,116 631,884 8,000,000 Shares of Class A common stock 991,884 (631,884) 360,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 4 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Schedule of components of income tax provision (benefit) | December 31, 2020 Current Federal $ — State — Deferred Federal (43,980) State — Valuation allowance 43,980 Income tax provision $ — |
Schedule of company's net deferred tax asset | December 31, 2020 Deferred tax assets: Net operating loss 9,796 Start-up/Organization costs 34,184 Total deferred tax assets 43,980 Valuation allowance (43,980) Deferred tax asset, net of allowance $ — |
Schedule of reconciliation of the statutory federal income tax rate (benefit) to the Company's effective tax rate (benefit) | December 31, 2020 Statutory Federal income tax rate 21.0 % Change in Valuation Allowance (21.0) % Income Taxes Benefit 0.0 % |
Description of Organization a_2
Description of Organization and Business Operations (Details) | Nov. 30, 2020shares | Nov. 12, 2020USD ($)$ / sharesshares | Oct. 16, 2020USD ($)$ / sharesshares | Oct. 07, 2020shares | Sep. 02, 2020shares | Dec. 31, 2020USD ($)director$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of directors | director | 2 | |||||
Underwriting option period | 45 days | |||||
Working Capital Loans | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Outstanding balance of related party note | $ 0 | |||||
Sponsor | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Purchase of shares | shares | 2,300,000 | 2,300,000 | ||||
Class A common stock | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||
Class B common stock | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||
Class B common stock | Sponsor | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of shares forfeited | shares | 235,932 | |||||
Class B common stock | Sponsor | Founder | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Maximum shares subject to forfeiture | shares | 300,000 | 300,000 | ||||
Number of shares forfeited | shares | 235,932 | |||||
Common stock, par value | $ / shares | $ 0.0001 | |||||
IPO | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of shares issued | shares | 8,000,000 | |||||
Share price | $ / shares | $ 10 | $ 10 | ||||
Gross proceeds | $ 80,000,000 | $ 82,600,000 | ||||
Offering cost | 4,900,000 | |||||
Deferred underwriting commissions | $ 2,800,000 | |||||
Maximum number of shares can be purchased | shares | 1,200,000 | |||||
Percentage of aggregate fair market value of assets | 80.00% | |||||
Ownership interest to be acquired on post-transaction company | 50.00% | |||||
Per share value of residual assets in trust account | $ / shares | $ 10 | |||||
Minimum net tangible assets upon consummation of business combination | $ 5,000,001 | |||||
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination | 100.00% | |||||
Maximum percentage of shares that can be redeemed without prior consent of the Company | 15.00% | |||||
Maturity term of U.S. government securities | 185 days | |||||
Threshold trading days to redeem the shares | 10 days | |||||
Over-allotment option | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Share price | $ / shares | $ 10 | |||||
Gross proceeds | $ 2,600,000 | |||||
Offering cost | 141,000 | |||||
Deferred underwriting commissions | $ 90,000 | |||||
Over-allotment option | Class A common stock | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Maximum number of shares can be purchased | shares | 256,273 | |||||
Private Placement | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Share price | $ / shares | $ 10 | |||||
Gross proceeds | $ 3,600,000 | |||||
Private Placement | Sponsor | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Gross proceeds | $ 51,000 | |||||
Maximum number of shares can be purchased | shares | 5,126 | |||||
Private Placement | Class A common stock | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Purchase of shares | shares | 360,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements and Going Concern - Balance sheet (Details) - USD ($) | Dec. 31, 2020 | Oct. 16, 2020 | Aug. 30, 2020 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Total assets | $ 83,913,959 | ||
Total liabilities | 2,981,396 | ||
Class A common stock subject to possible redemption | 82,562,730 | ||
Preferred Stock | |||
Accumulated deficit | (1,630,410) | ||
Total stockholders' deficit | (1,630,167) | $ 0 | |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit | 83,913,959 | ||
As Previously Reported | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Total assets | 83,913,959 | $ 82,149,400 | |
Total liabilities | 2,981,396 | 3,468,233 | |
Class A common stock subject to possible redemption | 75,932,560 | 73,681,160 | |
Additional Paid in Capital | 5,209,123 | 5,032,871 | |
Accumulated deficit | (209,429) | (33,193) | |
Total stockholders' deficit | 5,000,003 | 5,000,007 | |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit | $ 83,913,959 | $ 82,149,400 | |
Shares of Class A common stock subject to redemption | 7,593,256 | 7,368,116 | |
Shares of Class A common stock | 1,028,143 | 991,884 | |
Adjustment | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Class A common stock subject to possible redemption | $ 6,630,170 | $ 6,318,840 | |
Additional Paid in Capital | (5,209,123) | (5,032,871) | |
Accumulated deficit | (1,420,981) | (1,285,906) | |
Total stockholders' deficit | $ (6,630,170) | $ (6,318,840) | |
Shares of Class A common stock subject to redemption | 663,017 | 631,884 | |
Shares of Class A common stock | (663,017) | (631,884) | |
As Restated | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Total assets | $ 83,913,959 | $ 82,149,400 | |
Total liabilities | 2,981,396 | 3,468,233 | |
Class A common stock subject to possible redemption | 82,562,730 | 80,000,000 | |
Accumulated deficit | (1,630,410) | (1,319,099) | |
Total stockholders' deficit | (1,630,167) | (1,318,833) | |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit | $ 83,913,959 | $ 82,149,400 | |
Shares of Class A common stock subject to redemption | 8,256,273 | 8,000,000 | |
Shares of Class A common stock | 365,126 | 360,000 | |
Class A common stock | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common Stock | $ 37 | ||
Shares of Class A common stock | 365,126 | ||
Class A common stock | As Previously Reported | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common Stock | $ 103 | $ 99 | |
Class A common stock | Adjustment | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common Stock | (66) | (63) | |
Class A common stock | As Restated | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common Stock | 37 | 36 | |
Class B common stock | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common Stock | $ 206 | ||
Shares of Class A common stock | 2,064,068 | ||
Class B common stock | As Previously Reported | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common Stock | $ 206 | 230 | |
Class B common stock | As Restated | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common Stock | $ 206 | $ 230 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements and Going Concern - Cashflow (Details) | 4 Months Ended |
Dec. 31, 2020USD ($) | |
As Previously Reported | |
Supplemental Disclosure of Noncash Financing Activities: | |
Initial value of Class A common stock subject to possible redemption | $ 76,154,200 |
Change in value of Class A common stock subject to possible redemption | (221,640) |
Adjustment | |
Supplemental Disclosure of Noncash Financing Activities: | |
Initial value of Class A common stock subject to possible redemption | (76,154,200) |
Change in value of Class A common stock subject to possible redemption | $ 221,640 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements and Going Concern - weighted average shares outstanding (Details) | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Net loss | $ | $ (209,429) |
Class A common stock | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Basic and diluted earnings per share | $ (0.03) |
Class A common stock | As Previously Reported | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Net loss | $ | $ (209,429) |
Weighted average shares outstanding | shares | 8,166,411 |
Basic and diluted earnings per share | $ 0 |
Class A common stock | Adjustment | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Basic and diluted earnings per share | $ (0.03) |
Class A common stock | As Restated | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Net loss | $ | $ (209,429) |
Weighted average shares outstanding | shares | 5,428,016 |
Basic and diluted earnings per share | $ (0.03) |
Class B common stock | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Weighted average shares outstanding | shares | 2,016,944 |
Basic and diluted earnings per share | $ (0.03) |
Class B common stock | As Previously Reported | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Net loss | $ | $ (209,429) |
Weighted average shares outstanding | shares | 2,248,153 |
Basic and diluted earnings per share | $ (0.09) |
Class B common stock | Adjustment | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Weighted average shares outstanding | shares | (231,209) |
Basic and diluted earnings per share | $ 0.06 |
Class B common stock | As Restated | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Net loss | $ | $ (209,429) |
Weighted average shares outstanding | shares | 2,016,944 |
Basic and diluted earnings per share | $ (0.03) |
Restatement of Previously Iss_6
Restatement of Previously Issued Financial Statements and Going Concern - Additional Information (Details) | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Amount held outside Trust Account | $ 1,144,548 |
Interest income available in the Trust Account | 477 |
Working capital | 1,300,000 |
Proceeds from related party loan | 300,000 |
IPO | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Minimum Net Tangible Assets Upon Consummation Of Business Combination | 5,000,001 |
Sponsor | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Contribution From Sponsor | 20,000 |
Proceeds from related party loan | $ 300,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 4 Months Ended |
Dec. 31, 2020USD ($)$ / securityshares | |
Subsidiary, Sale of Stock [Line Items] | |
Proceeds from related party loan | $ 300,000 |
Deferred tax asset, net of allowance | 0 |
Interest income from investments held in Trust Account | 477 |
Net loss | (209,429) |
Accumulated deficit | (1,630,410) |
Cash equivalents | $ 0 |
Investment held in trust account net asset value per unit | $ / security | 1 |
Unrecognized tax benefits | $ 0 |
Amounts accrued for the payment of interest and penalties | 0 |
Sponsor | |
Subsidiary, Sale of Stock [Line Items] | |
Contribution from sponsor | 20,000 |
Proceeds from related party loan | $ 300,000 |
Class A common stock | |
Subsidiary, Sale of Stock [Line Items] | |
Number of shares subject to possible redemption | shares | 8,256,273 |
Weighted average shares outstanding of Class A common stock subject to redemption | shares | 5,428,016 |
Class B common stock | |
Subsidiary, Sale of Stock [Line Items] | |
Weighted average shares outstanding | shares | 2,016,944 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Basic and Diluted net loss per share of common stock (Details) | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Numerator: | |
Allocation of net loss | $ | $ (209,429) |
Class A common stock | |
Denominator: | |
Basic and diluted net loss per common stock | $ (0.03) |
Class B common stock | |
Denominator: | |
Basic and diluted weighted average common stock outstanding | shares | 2,016,944 |
Basic and diluted net loss per common stock | $ (0.03) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Impact on Balance Sheet (Details) - USD ($) | Dec. 31, 2020 | Oct. 16, 2020 | Aug. 30, 2020 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Total assets | $ 83,913,959 | ||
Total liabilities | 2,981,396 | ||
Class A common stock subject to possible redemption | 82,562,730 | ||
Preferred Stock | |||
Accumulated deficit | (1,630,410) | ||
Total stockholders' deficit | (1,630,167) | $ 0 | |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit | 83,913,959 | ||
Class A common stock | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common Stock | $ 37 | ||
Share subject to possible redemption (in shares) | 8,256,273 | ||
Class B common stock | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common Stock | $ 206 | ||
As Restated | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Total assets | 83,913,959 | $ 82,149,400 | |
Total liabilities | 2,981,396 | 3,468,233 | |
Class A common stock subject to possible redemption | 82,562,730 | 80,000,000 | |
Accumulated deficit | (1,630,410) | (1,319,099) | |
Total stockholders' deficit | (1,630,167) | (1,318,833) | |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit | 83,913,959 | 82,149,400 | |
As Restated | Class A common stock | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common Stock | 37 | 36 | |
As Restated | Class B common stock | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common Stock | 206 | 230 | |
As Previously Reported | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Total assets | 83,913,959 | 82,149,400 | |
Total liabilities | 2,981,396 | 3,468,233 | |
Class A common stock subject to possible redemption | 75,932,560 | 73,681,160 | |
Additional paid-in capital | 5,209,123 | 5,032,871 | |
Accumulated deficit | (209,429) | (33,193) | |
Total stockholders' deficit | 5,000,003 | 5,000,007 | |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit | 83,913,959 | 82,149,400 | |
As Previously Reported | Class A common stock | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common Stock | 103 | 99 | |
As Previously Reported | Class B common stock | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common Stock | $ 206 | $ 230 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Impact on Cash Flows (Details) | 4 Months Ended |
Dec. 31, 2020USD ($) | |
As Previously Reported | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Change in value of Class A common stock subject to possible redemption | $ (221,640) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Impact on Weighted Average Shares and Earnings Per Share (Details) | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Net loss | $ | $ (209,429) |
Class A common stock | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Basic and diluted earnings per share | $ (0.03) |
Class B common stock | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Weighted average shares outstanding | shares | 2,016,944 |
Basic and diluted earnings per share | $ (0.03) |
As Restated | Class A common stock | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Net loss | $ | $ (209,429) |
Weighted average shares outstanding | shares | 5,428,016 |
Basic and diluted earnings per share | $ (0.03) |
As Restated | Class B common stock | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Net loss | $ | $ (209,429) |
Weighted average shares outstanding | shares | 2,016,944 |
Basic and diluted earnings per share | $ (0.03) |
As Previously Reported | Class A common stock | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Net loss | $ | $ (209,429) |
Weighted average shares outstanding | shares | 8,166,411 |
Basic and diluted earnings per share | $ 0 |
As Previously Reported | Class B common stock | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Net loss | $ | $ (209,429) |
Weighted average shares outstanding | shares | 2,248,153 |
Basic and diluted earnings per share | $ (0.09) |
Summary of Significant Account
Summary of Significant Account - Basic and Diluted net income (loss) (Details) | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Numerator: Net loss minus net income allocable to Class A redeemable common stock | |
Net loss | $ | $ (209,429) |
Class A common stock | |
Class A redeemable common stock | |
Basic and diluted net loss per common stock | $ (0.03) |
Class B common stock | |
Class A redeemable common stock | |
Basic and diluted weighted average common stock outstanding | shares | 2,016,944 |
Basic and diluted net loss per common stock | $ (0.03) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Nov. 12, 2020 | Oct. 16, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||
Underwriting option period | 45 days | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Gross proceeds | $ 2,600,000 | ||
Offering cost | 141,000 | ||
Deferred underwriting commissions | $ 90,000 | ||
Purchase of shares | 256,273 | ||
IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued | 8,000,000 | ||
Share price | $ 10 | $ 10 | |
Gross proceeds | $ 80,000,000 | $ 82,600,000 | |
Offering cost | 4,900,000 | ||
Deferred underwriting commissions | $ 2,800,000 | ||
Sale of private placement shares to Sponsor in private placement (in shares) | 8,000,000 | ||
Maximum number of shares can be purchased | 1,200,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder shares (Details) | Nov. 30, 2020shares | Oct. 07, 2020$ / sharesshares | Sep. 02, 2020USD ($)$ / sharesshares | Nov. 30, 2020directorshares | Dec. 31, 2020USD ($)shares | Jul. 10, 2020$ / shares |
Related Party Transaction [Line Items] | ||||||
Aggregate purchase price | $ | $ 20,000 | |||||
Number of shares remains subject to forfeiture | 116,250 | |||||
Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Purchase of shares | 2,300,000 | 2,300,000 | ||||
Share price per share | $ / shares | $ 0.0001 | |||||
Aggregate purchase price | $ | $ 20,000 | |||||
Class B common stock | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock, shares issued | 2,064,068 | |||||
Class B common stock | Founder | Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Share price per share | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Reclassification of shares | 2,300,000 | |||||
Maximum shares subject to forfeiture | 300,000 | 300,000 | ||||
Number of shares remains subject to forfeiture | 235,932 | |||||
Number of shares transferred to independent directors | 120,000 | |||||
Number of independent directors to whom shares were transferred | director | 4 |
Related Party Transactions - Pr
Related Party Transactions - Private placement (Details) - USD ($) | Nov. 12, 2020 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Proceeds from issuance of warrants | $ 51,000 | |
Private Placement | ||
Related Party Transaction [Line Items] | ||
Number of warrants to purchase the shares issued (in shares) | 5,126 | 360,000 |
Price of warrants (in dollars per share) | $ 10 | |
Proceeds from issuance of warrants | $ 3,600,000 | |
Private Placement | Founder | ||
Related Party Transaction [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 | 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 | 20 | |
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 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 - Re
Related Party Transactions - Related party loans (Details) - USD ($) | Sep. 17, 2020 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Proceeds received from note payable - related party | $ 300,000 | |
Sponsor | ||
Related Party Transaction [Line Items] | ||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |
Proceeds received from note payable - related party | $ 300,000 |
Related Party Transactions - Wo
Related Party Transactions - Working capital loans (Details) | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Related Party Transaction [Line Items] | |
Proceeds from related party loan | $ 300,000 |
Working Capital Loans | |
Related Party Transaction [Line Items] | |
Proceeds from related party loan | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ / shares in Units, $ in Millions | 4 Months Ended |
Dec. 31, 2020USD ($)$ / shares | |
Commitments and Contingencies. | |
Cash underwriting discount per share | $ / shares | $ 0.20 |
Cash underwriting discount paid | $ | $ 1.7 |
Deferred fee per share | $ / shares | $ 0.35 |
Deferred underwriting fee payable | $ | $ 2.9 |
Stockholders' Deficit - Preferr
Stockholders' Deficit - Preferred Stock (Details) | Dec. 31, 2020shares |
Stockholders' Deficit | |
Preferred stock, shares authorized | 10,000,000 |
Preferred stock, shares outstanding | 0 |
Stockholders' Deficit - Common
Stockholders' Deficit - Common Stock (Details) - $ / shares | Nov. 30, 2020 | Dec. 31, 2020 |
Class A common stock | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 200,000,000 | |
Common stock, par value | $ 0.0001 | |
Common Stock Shares Outstanding Including Temporary Equity | 365,126 | |
Share subject to possible redemption (in shares) | 8,256,273 | |
Common stock, shares issued | 365,126 | |
Common stock, shares outstanding | 365,126 | |
Class B common stock | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 10,000,000 | |
Common stock, par value | $ 0.0001 | |
Common stock, shares issued | 2,064,068 | |
Common stock, shares outstanding | 2,064,068 | |
Class B common stock | Sponsor | ||
Class of Stock [Line Items] | ||
Number of shares forfeited | 235,932 | |
Common stock, shares outstanding | 2,064,068 |
Income Taxes - Components of in
Income Taxes - Components of income tax provision (benefit) (Details) | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Current | |
Federal | $ 0 |
State | 0 |
Deferred | |
Federal | (43,980) |
State | 0 |
Valuation allowance | 43,980 |
Income tax provision | $ 0 |
Income Taxes - Net deferred tax
Income Taxes - Net deferred tax asset (Details) | Dec. 31, 2020USD ($) |
Deferred tax assets: | |
Net operating loss | $ 9,796 |
Start-up/Organization costs | 34,184 |
Total deferred tax assets | 43,980 |
Valuation allowance | (43,980) |
Deferred tax asset, net of allowance | $ 0 |
Income Taxes - Effective tax re
Income Taxes - Effective tax reconciliation (Details) | 4 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Statutory Federal income tax rate | 21.00% |
Change in Valuation Allowance | (21.00%) |
Income Taxes Benefit | 0.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | Dec. 31, 2020USD ($) |
Income Taxes | |
Unrecognized tax benefits | $ 0 |
Amounts accrued for the payment of interest and penalties | $ 0 |