Viveon Health Acquisition (VHAQ) 10-Q 5 Feb 21 2020 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	2 Months Ended
	Sep. 30, 2020	Feb. 02, 2021
Document Information Line Items
Entity Registrant Name	Viveon Health Acquisition Corp.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		25,156,250
Amendment Flag	false
Entity Central Index Key	0001823857
Entity Current Reporting Status	No
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Transition Report	false
Entity File Number	001-39827
Entity Incorporation, State or Country Code	DE
Entity Interactive Data Current	Yes

Condensed Balance Sheet (Unaudi

Condensed Balance Sheet (Unaudited)	Sep. 30, 2020USD ($)
Assets
Deferred offering costs	$ 125,000
Total assets	125,000
Liabilities and Stockholder’s Equity
Accrued expenses	467
Promissory note-related party	100,000
Total current liabilities	100,467
Stockholder’s Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding
Common stock, $0.0001 par value; 60,000,000 shares authorized; 5,031,250 shares issued and outstanding	503	[1]
Additional paid-in capital	24,497
Accumulated deficit	(467)
Total stockholder’s equity	24,533
Total Liabilities and Stockholder’s Equity	$ 125,000
[1]	Includes up to 656,250 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On December 30, 2020, the underwriters fully exercised the over-allotment option (see Note 5).

Condensed Balance Sheet (Unau_2

Condensed Balance Sheet (Unaudited) (Parentheticals)	Sep. 30, 2020$ / sharesshares
Statement of Financial Position [Abstract]
Preferred shares, par value (in Dollars per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	60,000,000
Common stock, shares issued	5,031,250
Common stock, shares outstanding	5,031,250

Condensed Statement of Operatio

Condensed Statement of Operations	2 Months Ended
	Sep. 30, 2020USD ($)$ / sharesshares
Income Statement [Abstract]
Formation costs	$ 467
Net loss	$ (467)
Basic and diluted weighted average shares outstanding (in Shares) | shares	4,375,000	[1]
Basic and diluted net loss per share (in Dollars per share) | $ / shares	$ 0
[1]	Excludes up to 656,250 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On December 30, 2020, the underwriters fully exercised the over-allotment option (see Note 5).

Condensed Statement Of Changes

Condensed Statement Of Changes In Stockholder’s Equity (Unaudited) - 2 months ended Sep. 30, 2020 - USD ($)		Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Aug. 06, 2020
Balance (in Shares) at Aug. 06, 2020	[1]
Common stock issued to founders		$ 503	24,497		25,000
Common stock issued to founders (in Shares)	[1]	5,031,250
Net loss				(467)	(467)
Balance at Sep. 30, 2020		$ 503	$ 24,497	$ (467)	$ 24,533
Balance (in Shares) at Sep. 30, 2020	[1]	5,031,250
[1]	Includes up to 656,250 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On December 30, 2020, the underwriters fully exercised the over-allotment option (see Note 5).

Statement of Cash Flows (Unaudi

Statement of Cash Flows (Unaudited)	2 Months Ended
	Sep. 30, 2020USD ($)
Cash flows from operating activities:
Net loss	$ (467)
Changes in current assets and liabilities:
Accrued expenses	467
Net cash used in operating activities
Net change in cash
Cash, beginning of the period
Cash, end of period
Non-cash financing transactions:
Deferred offering costs paid by Sponsor in exchange for issuance of common stock	25,000
Deferred offering costs paid by Sponsor under the promissory note	$ 100,000

Organization and Business Opera

Organization and Business Operation	2 Months Ended
	Sep. 30, 2020
Accounting Policies [Abstract]
Organization and Business Operation	Note 1 — Organization and Business Operation Viveon Health Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated as a Delaware company on August 7, 2020. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Initial Business Combination”). 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 Initial Business Combination. As of September 30, 2020, the Company had not commenced any operations. All activity for the period from August 7, 2020 (inception) through September 30, 2020 relates to the Company’s formation and the proposed initial public offering (“Initial Public Offering” or “IPO”), described below. The Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company’s sponsor is Viveon Health LLC, a Delaware limited liability company (the “Sponsor”). Subsequent to September 30, 2020, the registration statement for the Company’s IPO was declared effective on December 22, 2020 (the “Effective Date”). On December 28, 2020, the Company consummated the IPO of 17,500,000 units (the “Units” and, with respect to the common stock included in the Units being offered, the “public share”, the warrants included in the Units, the “public warrants” and the rights included in the Units, the “rights”)), at $10.00 per Unit, generating gross proceeds of $175,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 18,000,000 warrants (the “Private Warrants”), at a price of $0.50 per Private Warrant, which is discussed in Note 4. Transaction costs of the IPO amounted to $10,108,281 consisting of $3,500,000 of underwriting discount $6,125,000 of deferred underwriting discount, and $483,281 of other offering costs. Following the closing of the IPO on December 28, 2020, $176,750,000 (approximately $10.10 per Unit) from net offering proceeds of the sale of the Units in the IPO and the sale of the Private Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO will not be released from the Trust Account until the earliest to occur of (1) the completion of the Company’s Initial Business Combination within 15 months and (2) the Company’s redemption of 100% of the outstanding public shares if the Company has not completed a business combination in the required time period. The Company has selected December 31 as its fiscal year end. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more Initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the Initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). In connection with any proposed Initial Business Combination, the Company will either (1) seek stockholder approval of such Initial Business Combination at a meeting called for such purpose at which public stockholders may seek to convert their public shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable) or (2) provide its public stockholders with the opportunity to sell their public shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein. If the Company determines to engage in a tender offer, such tender offer will be structured so that each public stockholder may tender any or all of his, her or its public shares rather than some pro rata portion of his, her or its shares. If enough stockholders tender their shares so that the Company is unable to satisfy any applicable closing condition set forth in the definitive agreement related to its Initial Business Combination, or the Company is unable to maintain net tangible assets of at least $5,000,001, the Company will not consummate such Initial Business Combination. The decision as to whether it will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to the Company in a tender offer will be made by the Company based on a variety of factors such as the timing of the transaction or whether the terms of the transaction would otherwise require us to seek stockholder approval. If the Company provides stockholders with the opportunity to sell their shares to it by means of a tender offer, it will file tender offer documents with the SEC which will contain substantially the same financial and other information about the Initial Business Combination as is required under the SEC’s proxy rules. If the Company seeks stockholder approval of its Initial Business Combination, the Company will consummate the business combination only if a majority of the outstanding shares of common stock present in person or by proxy at a meeting of the Company are voted in favor of the business combination. The common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with 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. Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of its Initial Business Combination and the Company does not conduct redemptions in connection with its Initial Business Combination pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the shares sold in this offering, without the Company’s prior consent. The Company’s sponsor, officers and directors (the “initial stockholders”) have agreed not to propose any amendment to the Amended and Restated Certificate of Incorporation (a) that would modify the substance or timing of the Company’s obligation to provide for the redemption of its public shares in connection with an Initial Business Combination or to redeem 100% of its public shares if the Company does not complete its Initial Business Combination within 15 months from the closing of the IPO (the “Combination Period”) or (b) with respect to any other material provisions relating to stockholders’ rights or pre-Initial Business Combination activity, unless the Company provide its public stockholders with the opportunity to redeem their shares of common stock in conjunction with any such amendment. If the Company is unable to complete its Initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than five business days thereafter, redeem 100% of the outstanding public shares (including any public units in this offering or any public units or shares that its initial stockholders or their affiliates purchased in this offering or later acquired in the open market or in private transactions), which will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably practicable following such redemption, subject to the approval of the Company’s remaining holders of common stock and its board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject (in the case of (ii) and (iii) above) to its obligations to provide for claims of creditors and the requirements of 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 IPO, 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. Emerging Growth Company The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Business Startups Act of 2012, ( the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period.

Summary of Significant Accounti

Summary of Significant Accounting Policies	2 Months Ended
	Sep. 30, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring accruals, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus for its IPO as filed with the SEC on December 28, 2020, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on December 29, 2020 and January 4, 2021. The interim results for the period from August 7, 2020 (inception) through September 30, 2020 are not necessarily indicative of the results to be expected for the period ending December 31, 2020 or for any future periods. 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. Deferred Offering Costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO and that will be charged to stockholders’ equity upon the completion of the IPO. Offering costs amounting to were charged to shareholders’ equity upon the completion of the IPO (see Note 1) . As of September 30, 2020, there was $125,000 of costs, classified as deferred offering costs, in the accompanying unaudited condensed balance sheet. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 656,250 shares, after giving retroactive effect to the share dividend described in Note 8, that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 7). On December 30, 2020, the underwriters fully exercised the over-allotment option. As of September 30, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2020. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the period from August 7, 2020 (inception) through September 30, 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 ending September 30, 2020. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	2 Months Ended
	Sep. 30, 2020
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering Pursuant to the IPO, the Company sold 17,500,000 Units, (at a price of $10.00 per Unit. Each Unit consists of one share of Common Stock, par value $0.0001 per share one redeemable warrant (each, a “Public Warrant”) and one right. Each right entitles the holder thereof to receive one-twentieth (1/20) of a share of common stock upon consummation of our Initial Business Combination. Each Public Warrant entitles the holder to purchase one-half (1/2) of a share of Common Stock at a price of $11.50 per whole share subject to adjustment as described in the prospectus. The Company will not issue fractional shares. As a result, public stockholders must exercise public warrants in multiples of two warrants. Each warrant will become exercisable on the later of one year after the closing of this offering or the consummation of an Initial Business Combination, and will expire five years after the completion of the Initial Business Combination, or earlier upon redemption or liquidation.

Private Placement

Private Placement	2 Months Ended
	Sep. 30, 2020
Private Placement Disclosure [Abstract]
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 18,000,000 warrants at a price of $0.50 per warrant ($9,000,000 in the aggregate), each exercisable to purchase one-half of a share common stock at a price of $11.50 per whole share, in a private placement that closed simultaneously with the closing of this offering. A portion of the purchase price of the private placement warrants was added to the proceeds from this offering to be held in the Trust Account.

Related Party Transactions

Related Party Transactions	2 Months Ended
	Sep. 30, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On August 28, 2020, the Sponsor paid $25,000, or approximately $0.007 per share, to cover certain offering costs in consideration for 3,593,750 shares of common stock, par value $0.0001 (the “Founder Shares”). On December 3, 2020, the Company declared a share dividend of $0.36 for each outstanding share, resulting in 4,887,500 shares outstanding, and on December 22, 2020, the Company declared a share dividend of $0.03 resulting in 5,031,250 shares which includes an aggregate of up to 656,250 shares that are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part, and up to an aggregate of 1,006,250 shares of common stock (or 875,000 shares of common stock to the extent that the underwriters’ over-allotment is not exercised, pro rata) that are subject to forfeiture to the extent that rights are exercised upon consummation of an Initial Business Combination (see Note 8). The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding stock after the IPO. If the Company increases or decreases the size of the offering, the Company will affect a share capitalization or share contribution back to capital, as applicable, immediately prior to the consummation of the IPO in such amount as to maintain the Founder Share ownership of the Company’s stockholders prior to the IPO at 20.0% of the Company’s issued and outstanding common stock upon the consummation of the IPO. In connection with the underwriters’ full exercise of their over-allotment option on December 30, 2020, the 656,250 founder shares were no longer subject to forfeiture. On the date of the offering, the founder shares were placed into an escrow account maintained by Continental Stock Transfer & Trust Company acting as escrow agent. 50% of these shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) 6 months after the date of the consummation of the Company’s Initial Business Combination or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after its Initial Business Combination and the remaining 50% of the founder shares will not be transferred, assigned, sold or released from escrow until 6 months after the date of the consummation of the Company’s Initial Business Combination, or earlier, in either case, if, subsequent to its Initial Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. During the escrow period, the holders of these shares will not be able to sell or transfer their securities except (1) to any persons (including their affiliates and stockholders) participating in the private placement of the private warrants, officers, directors, stockholders, employees and members of the Company’s sponsor and its affiliates, (2) amongst initial stockholders or their respective affiliates, or to the Company’s officers, directors, advisors and employees, (3) if a holder is an entity, as a distribution to its, partners, stockholders or members upon its liquidation, (4) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is a holder or a member of a holder’s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (8) by private sales at prices no greater than the price at which the shares were originally purchased or (9) for the cancellation of up to 656,250 shares of common stock subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part or in connection with the consummation of the Company’s Initial Business Combination, in each case (except for clause 9 or with the Company’s prior consent) where the transferee agrees to the terms of the escrow agreement and the insider letter. Promissory Note — Related Party The Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable on the earlier of March 31, 2021 or the completion of the IPO. The Company intends to repay the promissory note from the proceeds of the Proposed Offering not being placed in the Trust Account. As of September 30, 2020, the Company has drawn down $100,000 under the promissory note. Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Each loan would be evidenced by a promissory note. The notes would be repaid upon consummation of the Company’s Initial Business Combination, without interest. As of September 30, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date of the final prospectus, the Company has agreed to pay the Sponsor a total of $20,000 per month for office space, utilities and secretarial support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

Commitments & Contingencies

Commitments & Contingencies	2 Months Ended
	Sep. 30, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	Note 6 — Commitments & Contingencies Registration Rights The holders of the Company’s insider shares issued and outstanding on the date of this prospectus, as well as the holders of the private warrants (and underlying securities) will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of this offering. The holders of a majority of these securities are entitled to make up to two demands that the Company registers such securities. The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the private warrants (and underlying securities) can elect to exercise these registration rights at any time after the Company consummates a business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of a business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriter had a 45-day option beginning December 28, 2020 to purchase up to an additional 2,625,000 additional Units to cover over-allotments. . The underwriters were paid an underwriting discount of $0.2 per unit, or $4.02 million upon the closing of the IPO and the full exercise of the . Additionally, a deferred underwriting discount of $0.35 per unit, or $6.13 million in the aggregate (or $7.04 million in the aggregate if the underwriters’ over-allotment option is exercised in full) will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Stockholder's Equity

Stockholder's Equity	2 Months Ended
	Sep. 30, 2020
Stockholders' Equity Note [Abstract]
Stockholder's Equity	Note 7 — Stockholder’s Equity Preferred Stock — Common Stock Warrants The Company may call the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. If the Company calls the warrants for redemption as described above, its management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Company’s common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether the Company will exercise our option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the price of our common shares at the time the warrants are called for redemption, its cash needs at such time and concerns regarding dilutive share issuances. If (x) the Company issues additional shares of 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 $9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by its board of directors, and in the case of any such issuance to its sponsor, initial stockholders or their affiliates, without taking into account any founders’ shares held by them prior to such issuance), (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 our Initial Business Combination on the date of the consummation of our Initial Business Combination (net of redemptions), and (z) the Market Value is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities and the $16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 165% of the Market Value. The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to the Company, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of shares of common stock and any voting rights until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders. Rights — Except in cases where the Company is not the surviving company in a business combination, each holder of a right will automatically receive one-twentieth (1/20) of a share of common stock upon consummation of our Initial Business Combination. In the event the Company will not be the surviving company upon completion of our Initial Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-twentieth (1/20) of a share underlying each right upon consummation of the business combination. The Company cannot issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. As a result, holders must hold rights in multiples of 20 in order to receive shares for all rights upon closing of a business combination. If the Company is unable to complete an Initial Business Combination within the required time period and the Company redeems the public shares for the funds held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.

Subsequent Events

Subsequent Events	2 Months Ended
	Sep. 30, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 8 — Subsequent Events The notes to the financial statements include a discussion of material events, if any, which have occurred subsequent to (referred to as “subsequent events”) the date these financial statements were issued. Management has evaluated the subsequent events through this date and has concluded that no other material subsequent events have occurred that require additional adjustment or disclosure in the financial statements. On December 3, 2020, the Company declared a share dividend of $0.36 for each outstanding share, resulting in 4,887,500 shares outstanding, and on December 22, 2020 the Company declared a share dividend of $0.03, resulting in 5,031,250 shares outstanding. All shares and associated amounts have been retroactively restated. The Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note, dated August 8, 2020 (the “Note”). The Note was amended and restated on December 18, 2020 to increase the amount of the loan to $500,000. On December 22, 2020, the Company amended its Certificate of Incorporation and increased its authorized shares to 60,000,000 shares of common stock. On December 28, 2020, the Company consummated the IPO of 17,500,000 Units at $10.00 per Unit, generating gross proceeds of $175,000,000. Each Unit consists of one share of common stock, par value $0.0001, one warrant to purchase one-half of one share of common stock, and one right to receive one-twentieth (1/20) of a share of common stock upon the consummation of an Initial Business Combination. In connection with the IPO, the underwriters were granted a 45-day option from the date of the prospectus (the “Over-Allotment Option”) to purchase up to 2,625,000 additional units to cover over-allotments (the “Over-Allotment Units”), if any. On December 30, 2020, the underwriters purchased 2,625,000 Over-Allotment Units fully exercising the Over-Allotment Option. The Over-Allotment Units were sold at an offering price of $10.00 per Over-Allotment Unit, generating additional gross proceeds of $26,250,000 to the Company. Simultaneously with the closing of the IPO, the Company consummated a private placement with Viveon Health LLC, its sponsor, of 18,000,000 warrants (the “Private Warrants”), at a price of $0.50 per Private Warrant, exercisable to purchase 9,000,000 shares of Common Stock, generating total proceeds of $9,000,000.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	2 Months Ended
	Sep. 30, 2020
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring accruals, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus for its IPO as filed with the SEC on December 28, 2020, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on December 29, 2020 and January 4, 2021. The interim results for the period from August 7, 2020 (inception) through September 30, 2020 are not necessarily indicative of the results to be expected for the period ending December 31, 2020 or for any future periods.
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.
Deferred Offering Costs	Deferred Offering Costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO and that will be charged to stockholders’ equity upon the completion of the IPO. Offering costs amounting to were charged to shareholders’ equity upon the completion of the IPO (see Note 1) . As of September 30, 2020, there was $125,000 of costs, classified as deferred offering costs, in the accompanying unaudited condensed balance sheet.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Net Loss Per Share	Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 656,250 shares, after giving retroactive effect to the share dividend described in Note 8, that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 7). On December 30, 2020, the underwriters fully exercised the over-allotment option. As of September 30, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2020. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the period from August 7, 2020 (inception) through September 30, 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 ending September 30, 2020.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Organization and Business Ope_2

Organization and Business Operation (Details) - USD ($)	1 Months Ended	2 Months Ended
	Dec. 28, 2020	Sep. 30, 2020
Organization and Business Operation (Details) [Line Items]
Initial business combination percentage of trust account		80.00%
Percentage of outstanding voting securities		50.00%
Business combination net tangible assets		$ 5,000,001
Business combination proceed with net tangible assets		$ 5,000,001
Aggregate percent of shares sold		20.00%
Redemption of public shares percentage		100.00%
Outstanding public shares percentage		100.00%
Underwriters [Member]
Organization and Business Operation (Details) [Line Items]
Gross proceeds from issuance offering		$ 10,108,281
Underwriting discount		3,500,000
Deferred underwriting discount		6,125,000
Other offering costs		$ 483,281
IPO [Member] | Subsequent Event [Member]
Organization and Business Operation (Details) [Line Items]
Number of units issued in transaction (in Shares)	17,500,000
Price per share (in Dollars per share)	$ 10
Gross proceeds from issuance offering	$ 175,000,000
U.S. government securities maturity period description	U.S. government securities, with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations.
(in Shares)	176,750,000
Share price (in Dollars per share)	$ 10.10
Redemption percentage of outstanding public shares	100.00%
Private Warrants [Member] | Subsequent Event [Member]
Organization and Business Operation (Details) [Line Items]
Sale of warrants (in Shares)	18,000,000
Sale of price per warrant (in Dollars per share)	$ 0.50

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Details)	Sep. 30, 2020USD ($)shares
Accounting Policies [Abstract]
Offering costs	$ 10,108,281
Deferred offering cost	125,000
Federal depository insurance coverage amount	$ 250,000
Weighted average aggregate shares (in Shares) | shares	656,250

Initial Public Offering (Detail

Initial Public Offering (Details) - IPO [Member]	2 Months Ended
	Sep. 30, 2020$ / sharesshares
Initial Public Offering (Details) [Line Items]
Number of units issued in transaction (in Shares) | shares	17,500,000
Share Price	$ 10
Sale of stock Description	Each Unit consists of one share of Common Stock, par value $0.0001 per share one redeemable warrant (each, a “Public Warrant”) and one right. Each right entitles the holder thereof to receive one-twentieth (1/20) of a share of common stock upon consummation of our Initial Business Combination. Each Public Warrant entitles the holder to purchase one-half (1/2) of a share of Common Stock at a price of $11.50 per whole share subject to adjustment as described in the prospectus. The Company will not issue fractional shares. As a result, public stockholders must exercise public warrants in multiples of two warrants. Each warrant will become exercisable on the later of one year after the closing of this offering or the consummation of an Initial Business Combination, and will expire five years after the completion of the Initial Business Combination, or earlier upon redemption or liquidation.
Whole share price	$ 11.50

Private Placement (Details)

Private Placement (Details) - Private Placement [Member]	2 Months Ended
	Sep. 30, 2020USD ($)$ / sharesshares
Private Placement (Details) [Line Items]
Number of warrants purchased (in Shares) | shares	18,000,000
Price per warrant	$ 0.50
Proceeds from issuance of warrants (in Dollars) | $	$ 9,000,000
Price per share	$ 11.50

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Dec. 03, 2020	Dec. 30, 2020	Dec. 22, 2020	Aug. 28, 2020	Sep. 30, 2020
Related Party Transactions (Details) [Line Items]
Payment to sponsor (in Dollars)					$ 25,000
Common stock par value (in Dollars per share)					$ 0.0001
Shares outstanding	4,887,500
Shares cancellation common stock subject to forfeiture				656,250
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Payment for office space (in Dollars)					$ 20,000
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Payment to sponsor (in Dollars)				$ 25,000
Price per share paid (in Dollars per share)				$ 0.007
Consideration shares				3,593,750
Common stock par value (in Dollars per share)				$ 0.0001
Founder shares related, description				50% of these shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) 6 months after the date of the consummation of the Company’s Initial Business Combination or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after its Initial Business Combination and the remaining 50% of the founder shares will not be transferred, assigned, sold or released from escrow until 6 months after the date of the consummation of the Company’s Initial Business Combination, or earlier, in either case, if, subsequent to its Initial Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Founder Shares [Member] | Subsequent Event [Member]
Related Party Transactions (Details) [Line Items]
Share dividend	0.36		0.03
Aggregate shares			5,031,250
Shares subject to forfeiture			656,250
Aggregate share of common stock			1,006,250
Issued and outstanding percentage			20.00%
Over-Allotment Option [Member] | Subsequent Event [Member]
Related Party Transactions (Details) [Line Items]
Aggregate share of common stock			875,000
Shares cancellation common stock subject to forfeiture		656,250
IPO [Member]
Related Party Transactions (Details) [Line Items]
Price per share paid (in Dollars per share)					$ 11.50
IPO [Member] | Subsequent Event [Member]
Related Party Transactions (Details) [Line Items]
Issued and outstanding percentage			20.00%
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Expenses related to IPO (in Dollars)				$ 300,000
Promissory note amount (in Dollars)				$ 100,000

Commitments & Contingencies (De

Commitments & Contingencies (Details) - Subsequent Event [Member] - Over-Allotment Option [Member] - USD ($)	1 Months Ended
	Dec. 30, 2020	Dec. 28, 2020
Commitments & Contingencies (Details) [Line Items]
Purchase additional units (in Shares)	2,625,000	2,625,000
Offering price per unit (in Dollars per share)	$ 10
Additional gross proceeds	$ 26,250,000
Underwriting discount per unit (in Dollars per share)	$ 0.2
Aggregate proposed public offering units issued	$ 4,020,000
Deferred underwriting discount per unit (in Dollars per share)	$ 0.35
Deferred underwriting discount	$ 6,130,000
Aggregate underwriter's over-allotment option	$ 7,040,000

Stockholder's Equity (Details)

Stockholder's Equity (Details) - $ / shares	2 Months Ended
	Sep. 30, 2020	Dec. 22, 2020
Stockholder's Equity (Details) [Line Items]
Preferred stock authorized to issue	1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001
Common stock authorized to issue	60,000,000
Par value (in Dollars per share)	$ 0.0001
Common stock, shares authorized	60,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common stock, shares issued	5,031,250
Common stock, shares outstanding	5,031,250
Warrants redemption, description	The Public Warrants will become exercisable on the later of one year after the closing of this offering or the consummation of an Initial Business Combination, and will expire five years after the completion of an Initial Business Combination, or earlier upon redemption. 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, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.
Description of business combination	the Company issues additional shares of 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 $9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by its board of directors, and in the case of any such issuance to its sponsor, initial stockholders or their affiliates, without taking into account any founders’ shares held by them prior to such issuance), (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 our Initial Business Combination on the date of the consummation of our Initial Business Combination (net of redemptions), and (z) the Market Value is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities and the $16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 165% of the Market Value. The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to the Company, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of shares of common stock and any voting rights until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.
Subsequent Event [Member]
Stockholder's Equity (Details) [Line Items]
Common stock, shares authorized		60,000,000

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)		Dec. 03, 2020	Dec. 30, 2020	Dec. 28, 2020	Dec. 22, 2020	Dec. 18, 2020	Sep. 30, 2020	Aug. 06, 2020
Subsequent Events (Details) [Line Items]
Promissory note loan (in Dollars)							$ 300,000
Description of business combination							the Company issues additional shares of 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 $9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by its board of directors, and in the case of any such issuance to its sponsor, initial stockholders or their affiliates, without taking into account any founders’ shares held by them prior to such issuance), (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 our Initial Business Combination on the date of the consummation of our Initial Business Combination (net of redemptions), and (z) the Market Value is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities and the $16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 165% of the Market Value. The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to the Company, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of shares of common stock and any voting rights until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Dividend share		0.36			0.03
Shares outstanding		4,887,500			5,031,250
Amount of the loan increase (in Dollars)						$ 500,000
Increased authorized shares					60,000,000
IPO [Member] | Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Number of units issued in transaction				176,750,000
Share price (in Dollars per share)				$ 10.10
Proceeds from Issuance Initial Public Offering (in Dollars)				$ 175,000,000
Description of business combination				Each Unit consists of one share of common stock, par value $0.0001, one warrant to purchase one-half of one share of common stock, and one right to receive one-twentieth (1/20) of a share of common stock upon the consummation of an Initial Business Combination.
Over-Allotment Option [Member] | Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Number of units issued in transaction			2,625,000	2,625,000
Share price (in Dollars per share)			$ 10
Additional gross proceeds (in Dollars)			$ 26,250,000
Private Warrants [Member]
Subsequent Events (Details) [Line Items]
Share price (in Dollars per share)							$ 11.50
Private Warrants [Member] | Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Number of units issued in transaction			18,000,000
Share price (in Dollars per share)			$ 0.50
Common Stock [Member]
Subsequent Events (Details) [Line Items]
Shares outstanding	[1]						5,031,250
Common Stock [Member] | Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Number of units issued in transaction			9,000,000
Gross proceeds (in Dollars)			$ 9,000,000
[1]	Includes up to 656,250 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On December 30, 2020, the underwriters fully exercised the over-allotment option (see Note 5).