Viveon Health Acquisition (VHAQ) 10-K/A 25 Mar 22 2020 FY Annual report (amended) Financial data

Document And Entity Information

Document And Entity Information - USD ($)	5 Months Ended
	Dec. 31, 2020	Mar. 25, 2022	Jun. 30, 2020
Document Information Line Items
Entity Registrant Name	VIVEON HEALTH ACQUISITION CORP.
Trading Symbol	VHAQ
Document Type	10-K/A
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		25,156,250
Entity Public Float			$ 0
Amendment Flag	true
Amendment Description	Viveon Health Acquisition Corp. (the “Company,” “we”, “our” or “us”) is filing this Amendment No. 3 to its Annual Report on Form 10-K/A (this “Amendment”) to amend its Annual Report on Form 10-K and Amendments No. 1 (“Amendment No. 1”) and No. 2 (“Amendment No. 2”) to its Annual Report on Form 10-K/A for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission (the “SEC”), on April 9, 2021, July 2, 2021, and December 17, 2021, respectively (the “Original Financial Statements”), to restate its financial statements as of December 31, 2020 and for the period from August 7, 2020 (inception) through December 31, 2020 in the accompanying notes to the financial statements included in this Amendment, including describing the restatement and its impact on previously reported amounts.In its Original Financial Statements, the Company did not allocate a portion of the proceeds from its initial public offering (the “IPO”) and the underwriters’ exercise of the over-allotment to the rights that were included as part of the units sold (the “Public Rights”). In addition, on December 23, 2020, the Sponsor transferred 81,000 shares of common stock (“Founder Shares”) of the Company to three directors (the “Transferees”) (27,000 Founder Shares to each Transferee) for a nominal fee. The Company did not recognize stock-based compensation associated with the transfer of the Founder Shares in its financial statements as of and for the period ended December 31, 2020. The Company restated its financial statements to correctly allocate a portion of the proceeds from the IPO and the underwriters’ exercises of the over-allotment option to the Public Rights, and to recognize stock compensation expense in connection with the transfer of the Founder Shares to the Transferees.Management concluded that a deficiency in internal control over financial reporting existed relating to the accounting treatment for complex financial instruments and that the failure to properly account for such items constituted a material weakness as defined in the SEC regulations.In light of this material weakness, on March 15, 2022, the Company’s management and the Audit Committee of the Company’s Board of Directors, concluded that the Company’s Original Financial Statements as of December 31, 2020 and for the period from August 7, 2020 (inception) through December 31, 2020 should no longer be relied upon and that it is appropriate to restate the Company’s financial statements for such period.The allocation of a portion of the proceeds from the IPO and the underwriters’ exercise of the over-allotment option to the Public Rights resulted in non-cash financial statement corrections and had no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows. The recognition of stock compensation resulted in non-cash financial statement corrections and had no impact on the Company’s current or previously reported cash position, or total operating, investing or financing cash flows. The recognition of stock compensation impacted the Company’s operating expenses and earnings per share for the period from August 7, 2020 (inception) through December 31, 2020.We are filing this Amendment No. 3 to amend and restate the Original Financial Statements with modification as necessary to reflect the restatements. The following items have been amended to reflect the restatements:Part I, Item 1A. Risk FactorsPart II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsPart II, Item 8. Financial Statements and Supplementary DataPart II, Item 9A. Controls and ProceduresPart III, Item 13. Certain Relationships and Related Transactions, and Director IndependenceIn addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing in connection with this Form 10-K/A (Exhibits 31.1, 31.2, 32.1 and 32.2).Except as described above, no other information included in the Original Financial Statements is being amended or updated by this Amendment No. 3 and, other than as described herein, this Amendment No. 3 does not purport to reflect any information or events subsequent to the Original Financial Statements. This Amendment No. 3 continues to describe the conditions as of the date of the Original Financial Statements and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Financial Statements. Accordingly, this Amendment No. 3 should be read in conjunction with the Original Financial Statements and with our filings with the SEC subsequent to the Original Filing.
Entity Central Index Key	0001823857
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-39827
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2788202
Entity Address, Address Line One	3953 Holcomb Bridge Road
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Norcross
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30092
City Area Code	(404)
Local Phone Number	-861-5393
Title of 12(b) Security	Common Stock
Security Exchange Name	NYSE
Entity Interactive Data Current	Yes

Balance Sheet

Balance Sheet	Dec. 31, 2020USD ($)	[1]
Assets:
Cash	$ 3,096,956
Prepaid expenses	660,695
Total current assets:	3,757,651
Investment held in Trust Account	203,262,660
Total Assets	207,020,311
Current liabilities:
Accrued costs and expenses	958,292
Other payable - related party	364,880
Promissory note - related party	228,758
Due to related party	5,806
Total current liabilities:	1,557,736
Warrant liability	10,763,361
Deferred underwriting fee	7,043,750
Total Liabilities	19,364,847
Commitments (see Note 7)
Common Stock subject to possible redemption, 20,125,000 shares at redemption value of $10.10	203,262,500
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock not subject to possible redemption, $0.0001 par value; 60,000,000 shares authorized; 5,031,250 issued and outstanding (excluding 20,125,000 shares subject to redemption)	503
Additional paid-in capital
Accumulated deficit	(15,607,539)
Total Stockholders’ Deficit	(15,607,036)
Total Liabilities and Stockholders’ Deficit	$ 207,020,311
[1]	As restated due to the review of accounting for complex financial instruments (see Note 2).

Balance Sheet (Parentheticals)

Balance Sheet (Parentheticals)	Dec. 31, 2020USD ($)$ / sharesshares	[1]
Statement of Financial Position [Abstract]
Common stock subject to possible redemption shares	20,125,000
Common Stock subject to possible redemption value (in Dollars) | $	$ 10.10
Preferred stock par value (in Dollars per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
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
[1]	As restated due to the review of accounting for complex financial instruments (see Note 2).

Statement of Operations

Statement of Operations	5 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares	[1]
Income Statement [Abstract]
Formation and operating costs	$ 26,032
Stock compensation expense	424,440
Loss from Operations	(450,472)
Other income (expense)
Warrant transaction costs	(24,973)
Excess of fair value of Private Warrants	(631,197)
Change in fair value of warrant liability	(1,132,164)
Interest income	213
Total other expense	(1,788,121)
Net loss	$ (2,238,593)
Weighted average shares outstanding, basic and diluted (in Shares) | shares	2,467,645
Basic and diluted net loss per common share (in Dollars per share) | $ / shares	$ (0.91)
[1]	As restated due to the review of accounting for complex financial instruments (see Note 2).

Statement of Changes in Stockho

Statement of Changes in Stockholders’ Deficit - 5 months ended Dec. 31, 2020 - USD ($)		Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Aug. 07, 2020
Balance (in Shares) at Aug. 07, 2020
Issuance of common shares to founders		$ 503	24,497		25,000
Issuance of common shares to founders (in Shares)		5,031,250
Proceeds from Initial Public Offering allocated to Public Warrants, net of offering costs, as restated			9,775,729		9,775,729
Proceeds from Initial Public Offering allocated to Public Warrants, net of offering costs, as restated (in Shares)
Proceeds from Initial Public Offering allocated to Public Rights, net of offering costs, as restated			8,601,099		8,601,099
Proceeds from Initial Public Offering allocated to Public Rights, net of offering costs, as restated (in Shares)
Stock compensation expense, as restated			424,440		424,440
Stock compensation expense, as restated (in Shares)
Accretion of common stock subject to redemption to redemption amount, as restated			(18,825,765)	(13,368,946)	(32,194,711)
Accretion of common stock subject to redemption to redemption amount, as restated (in Shares)
Net loss, as restated				(2,238,593)	(2,238,593)
Balance at Dec. 31, 2020	[1]	$ 503		$ (15,607,539)	$ (15,607,036)
Balance (in Shares) at Dec. 31, 2020	[1]	5,031,250
[1]	As restated due to the review of accounting for complex financial instruments (see Note 2).

Statement of Cash Flows

Statement of Cash Flows	5 Months Ended
	Dec. 31, 2020USD ($)
Cash Flows from Operating Activities:
Net loss	$ (2,238,593)	[1]
Interest earned on investments held in Trust Account	(160)	[1]
Excess of fair value of Private Warrants	631,197	[1]
Change in fair value of warrant liability	1,132,164	[1]
Warrant transaction costs	24,973	[1]
Stock compensation expense	424,440	[1]
Changes in operating assets and liabilities
Prepaid expenses	(660,695)	[1]
Other payable - related party	364,880	[1]
Accrued costs and expenses	958,292	[1]
Due to related party	5,806	[1]
Net cash used in operating activities	642,304	[1]
Cash Flows from Investing Activities:
Investments held in Trust	(203,262,500)	[1]
Net cash used in investing activities	(203,262,500)	[1]
Cash Flows from Financing Activities:
Proceeds from sale of common stock to initial stockholders	25,000	[1]
Proceeds from sale of Units, net of cash underwriting fee	197,225,000	[1]
Proceeds from issuance of Private Placement Warrants	9,000,000	[1]
Proceeds from note payable-related party	228,758	[1]
Offering costs paid	(761,606)
Net cash used in financing activities	205,717,152	[1]
Net Change in Cash	3,096,956	[1]
Cash - Beginning of period		[1]
Cash - End of period	3,096,956	[1]
Supplemental disclosure of noncash investing and financing activities:
Accretion of common stock subject to redemption to redemption value	32,194,711	[1]
Deferred underwriting fee payable	$ 7,043,750	[1]
[1]	As restated due to the review of accounting for complex financial instruments (see Note 2).

Description of Organization and

Description of Organization and Business Operations	5 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS 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 (“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 December 31, 2020, the Company had not commenced any operations. All activity for the period from August 7, 2020 (inception) through December 31, 2020 relates to the Company’s formation and 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”). The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) 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 “Public Rights”), at $10.00 per Unit, generating gross proceeds of $175,000,000, which is discussed in Note 4. 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 5. On December 30, 2020, the Underwriters fully exercised the over-allotment option by purchasing 2,625,000 Units (the “Over-Allotment Units”), generating aggregate of gross proceeds of $26,250,000. Transaction costs of the IPO amounted to $11,830,356 consisting of $4,025,000 of underwriting discount $7,043,750 of deferred underwriting discount, and $761,606 of other offering costs. Of the offering costs, $24,973 is included in transaction costs on the statement of operations and $11,805,383 is included in equity. Upon closing of the IPO and the sale of the Over-Allotment Units, $203,262,500 (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. Risks and Uncertainties Management is currently continuing to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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.

Restatement of Previously issue

Restatement of Previously issued Financial Statements	5 Months Ended
	Dec. 31, 2020
Condensed Financial Information Disclosure [Abstract]
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Amendment 1 On April 12, 2021, the Staff of the SEC issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions. In further consideration of the guidance in Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging; Contracts in Entity’s Own Equity, the Company concluded that the terms of the Warrant Agreement preclude the Private Warrants from being accounted for as components of equity. As the Private Warrants meet the definition of a derivative as contemplated in ASC 815, management concluded that the Private Warrants should be recorded as derivative liabilities on the Balance Sheet and measured at fair value at issuance (on the date of the consummation of the IPO and on the date of the over-allotment) and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the Statement of Operations in the period of the change. In accordance with ASC 825-10 “Financial Instruments”, the Company has concluded that a portion of the transaction costs which directly related to the IPO and the Private Placement, which were previously charged to stockholders’ equity, should be allocated to the Private Warrants based on their relative fair value against total proceeds, and recognized as transaction costs in the statement of operations. The Company’s management and the audit committee of the Company’s board of directors concluded that it is appropriate to restate the Company’s previously issued audited financial statements as of December 31, 2020 and for the period from August 7, 2020 (inception) through December 31, 2020, as previously reported in its Form 10-K. The restated classification and reported values of the Private Warrants as accounted for under ASC 815-40 are included in the financial statements herein. The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the period, indicated: December 31, 2020 As Previously Adjustments As Restated Balance Sheet Warrant liability $ — $ 10,763,361 $ 10,763,361 Total liabilities $ 8,601,486 $ 10,763,361 $ 19,364,847 Common stock subject to possible redemption $ 193,418,824 $ (10,763,368 ) $ 182,655,456 Common stock $ 601 $ 106 $ 707 Additional paid-in capital $ 5,025,219 $ 1,788,235 $ 6,813,454 Accumulated deficit $ (25,819 ) $ (1,788,334 ) $ (1,814,153 ) Total stockholders’ equity $ 5,000,001 $ 7 $ 5,000,008 December 31, 2020 As Previously Adjustments As Restated Statement of Operations for the period from August 7, 2020 (Inception) to December 31, 2020 Excess of fair value of Private Placement Warrants $ — $ (631,197 ) $ (631,197 ) Change in fair value of warrant liability $ — $ (1,132,164 ) $ (1,132,164 ) Transaction costs $ — $ (24,973 ) $ (24,973 ) Total other income/(expense) $ 213 $ (1,788,334 ) $ (1,788,121 ) Net Loss $ (25,819 ) $ (1,788,334 ) $ (1,814,153 ) Basic and diluted net loss per share $ (0.01 ) $ (0.40 ) $ (0.41 ) December 31, 2020 As Previously Adjustments As Restated Statement of Cash Flows for the period from August 7, 2020 (Inception) to December 31, 2020 Cash Flows from Operating Activities: Net loss $ (25,819 ) $ (1,788,334 ) $ (1,814,153 ) Excess of fair value of Private Placement Warrants $ — $ 631,197 $ 631,197 Change in fair value of warrant liability $ — $ 1,132,164 $ 1,132,164 Transaction costs $ — $ 24,973 $ 24,973 Supplemental disclosure of cash flow information: Common stock subject to possible redemption $ 193,418,824 $ (10,763,368 ) $ 182,655,456 Amendment 2 In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC Topic 480, Distinguishing Liabilities from Equity , 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 the Public common stock in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company restated its financial statements to classify all Public common stock as temporary equity at redemption value and any related impact, as the threshold in its charter would not change the nature of the underlying shares as redeemable and thus would be required to be classified outside of permanent equity. The reclassification of amounts from permanent equity to temporary equity resulted in non-cash financial statement corrections and will have no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows. In connection with the change in presentation for the Public common stock subject to possible redemption, the Company has restated its earnings per share calculation to allocate income and losses share pro rata between redeemable and nonredeemable common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, redeemable and nonredeemable common stock share pro rata in the income and losses of the Company. The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the periods, indicated: December 31, 2020 As Previously Adjustments As Restated Balance Sheet Common stock subject to possible redemption $ 182,655,456 $ 7,826,331 $ 190,481,787 Allocation of underwriter’s discounts, offering costs and deferred fees to common stock $ — $ (11,174,137 ) $ (11,174,137 ) Immediate accretion to redemption value $ — $ 23,954,850 $ 23,954,850 Total common stock subject to possible redemption $ 182,655,456 $ 20,607,044 $ 203,262,500 Common stock $ 707 $ (204 ) $ 503 Additional paid-in capital $ 6,813,454 $ (6,813,454 ) $ — Accumulated deficit $ (1,814,153 ) $ (13,793,386 ) $ (15,607,539 ) Total stockholders’ equity (deficit) $ 5,000,008 $ (20,607,044 ) $ (15,607,036 ) December 31, 2020 As Previously Adjustments As Restated Statement of Operations for the period from August 7, 2020 (Inception) to December 31, 2020 Basic and diluted weighted average shares outstanding - redeemable common stock 343,634 (206,729 ) 136,905 Basic and diluted net income (loss) per share - redeemable common stock $ 0.00 $ (0.74 ) $ (0.74 ) Basic and diluted weighted average shares outstanding - nonredeemable common stock 4,413,429 (2,082,689 ) 2,330,740 Basic and diluted net loss per share - nonredeemable common stock $ (0.41 ) $ (0.33 ) $ (0.74 ) December 31, 2020 As Previously Adjustments As Restated Statement of Changes in Stockholders’ Equity (Deficit) for the period from August 7, 2020 (Inception) to December 31, 2020 Sale of 17,500,000 Units and 18,000,000 Private Placement Warrants on December 28, 2020 net of fair value $ 175,000,000 $ (175,000,000 ) $ — Sale of 2,625,000 Units on December 30, 2020 through over-allotment net of fair value $ 26,250,000 $ (26,250,000 ) $ — Offering costs $ (11,805,383 ) $ 11,805,383 $ — The maximum number of redeemable shares $ (182,655,456 ) $ 182,655,456 $ — Net proceeds from issuance of Public Warrants $ — $ 10,136,967 $ 10,136,967 Accretion of common stock to redemption amount, as restated $ — $ (23,954,850 ) $ (23,954,850 ) Total stockholders’ equity (deficit) $ 5,000,008 $ (20,607,044 ) $ (15,607,036 ) December 31, 2020 As Previously Adjustments As Restated Statement of Cash Flows for the period from August 7, 2020 (Inception) to December 31, 2020 Supplemental disclosures of non-cash investing and financing activities Initial classification of common stock subject to possible redemption $ 182,655,456 $ (182,655,456 ) $ — Accretion of common stock subject to redemption to redemption value $ — $ 23,954,850 $ 23,954,850 Amendment 3 The Company concluded that a portion of the proceeds from the Initial Public Offering and the sale of the Over-Allotment Units was not correctly allocated to the rights that are included as part of the Units sold. As such, the Company has restated certain financial statement line items and disclosures included in the Company’s Annual Report for the year ending December 31, 2020 included in Form 10-K/A as filed with the SEC on December 17, 2021. The aforementioned restatement results in non-cash financial statement corrections and will have no impact on the Company’s current or previously reported cash position, net income, or total operating, investing or financing cash flows. In addition, on December 23, 2020, the Sponsor transferred 81,000 of its Founder Shares of the Company to three directors (“the Transferees”) (27,000 Founder Shares to each Transferee) for a nominal fee. The Company did not recognize stock-based compensation associated with the transfer of the Founder Shares in its financial statements as of and for the period ended December 31, 2020. The Company has since determined that the transfer of the Founder Shares to the Transferees constitutes stock awards of the Company granted to members of the board of directors on December 23, 2020 as compensation for each of the Transferees’ services as a member of the board of directors. These awards are subject to ASC Topic 718, Compensation - Stock Compensation The aforementioned restatement results in non-cash financial statement corrections and will have no impact on the Company’s current or previously reported cash position or total operating, investing or financing cash flows. The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the periods, indicated: December 31, 2020 As Previously Adjustments As Restated Statement of Operations for the period from August 7, 2020 (Inception) to December 31, 2020 Stock compensation expense $ — $ 424,440 $ 424,440 Net loss $ (1,814,153 ) $ (424,440 ) $ (2,238,593 ) Basic and diluted net income per share - redeemable common stock $ (0.74 ) $ (0.17 ) $ (0.91 ) Basic and diluted net income per share - nonredeemable common stock $ (0.74 ) $ (0.17 ) $ (0.91 ) December 31, 2020 As Previously Adjustments As Restated Statement of Changes in Stockholders’ Deficit for the period from August 7, 2020 (Inception) to December 31, 2020 Proceeds from Initial Public Offering allocated to Public Warrants, net of offering costs $ 10,136,967 $ (361,238 ) $ 9,775,729 Proceeds from Initial Public Offering allocated to Public Rights, net of offering costs $ — $ 8,601,099 $ 8,601,099 Stock compensation expense $ — $ 424,440 $ 424,440 Accretion of common stock to redemption amount, as restated $ (23,954,850 ) $ (8,239,861 ) $ (32,194,711 ) Net loss $ (1,814,153 ) $ (424,440 ) $ (2,238,593 ) December 31, 2020 As Previously Adjustments As Restated Statement of Cash Flows for the period from August 7, 2020 (Inception) to December 31, 2020 Net loss $ (1,814,153 ) $ (424,440 ) $ (2,238,593 ) Statement of Cash Flows for the period from August 7, 2020 (Inception) to December 31, 2020 Adjustments to reconcile net income to net cash used in operating activities: Stock compensation expense $ — $ 424,440 $ 424,440 Statement of Cash Flows for the period from August 7, 2020 (Inception) to December 31, 2020 Supplemental disclosures of non-cash investing and financing activities Accretion of common stock subject to redemption to redemption value $ 23,954,850 $ 8,239,861 $ 32,194,711

Summary of Significant Accounti

Summary of Significant Accounting Policies	5 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). 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. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. The initial valuation of the Public Warrants, Public Rights and common stock subject to redemption and the periodic valuation of the Private Warrants, required management to exercise significant judgement in its estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Marketable Securities Held in Trust Account At December 31, 2020, the assets held in the Trust Account were substantially held in a money market fund comprised of U.S. Treasury Bills. Excess of fair value of Private Placement Warrants Simultaneously with the close of IPO, the Company’s Sponsor purchased 18,000,000 Private Placement Warrants at $0.50 per private warrant, for a total purchase price $9,000,000. At the date of the sale of the Private Placement Warrants the Company valued the warrants at $0.5351 per warrant or $9,631,197. With the warrants being sold at less than fair value, the Company incurred a loss of $631,197. Offering Costs Associated with IPO - As Restated Amendment No. 3 The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering Share-Based Payment Arrangements - As Restated Amendment No. 3 The Company accounts for stock awards in accordance with ASC 718, which requires that all equity awards be accounted for at their fair value. Fair value is measured on the grant date and is equal to the underlying value of the stock. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, or in the period of grant for awards that vest immediately and have no future service condition. For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited. 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. Common Stock Subject to Possible Redemption - As Restated Amendment No. 3 All of the 20,125,000 shares of redeemable common stock sold as part of the Units in the Initial Public Offering and subsequent full exercise of the underwriters’ over-allotment option contain a redemption feature which allows for the redemption of such redeemable common stock in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated articles of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in 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. Therefore, all redeemable common stock has been classified outside of permanent equity. 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. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. As of December 31, 2020, the redeemable common stock reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 201,250,000 Less: Proceeds allocated to Public Warrants at issuance (10,384,500 ) Proceeds allocated to Public Rights at issuance (9,136,750 ) Issuance costs allocated to common stock subject to possible redemption (10,660,961 ) Plus: Accretion of carrying value to redemption value 32,194,711 Common stock subject to possible redemption $ 203,262,500 Fair Value Measurements - As Restated Amendment No. 1 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 (unadjusted) 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. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, (excluding the warrant liability) which qualify as financial instruments under the ASC Topic 820, Fair Value Measurements and Disclosures Warrant Liability - As Restated Amendment No. 1 The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging Financial Instruments Net Loss Per Common Share - As Restated Amendment No. 3 Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The calculation of diluted loss per common share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 19,062,500 shares of common stock in the aggregate. The following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts): For the period from August 7, Redeemable Common Stock Nonredeemable Common Stock Basic and diluted net loss per share: Numerator: Net loss $ (124,197 ) $ (2,114,396 ) Denominator: Weighted Average Common Stock 136,905 2,330,740 Basic and diluted loss per common share $ (0.91 ) $ (0.91 ) Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, Income Taxes 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’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 December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Recent Accounting Pronouncements 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	5 Months Ended
	Dec. 31, 2020
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 4. INITIAL PUBLIC OFFERING On December 28, 2020, 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 Public Right. Each Public Right entitles the holder thereof to receive one-twentieth (1/20) of a share of common stock upon consummation of an 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. On December 30, 2020, the Underwriters fully exercised the over-allotment option by purchasing 2,625,000 Units (the “Over-Allotment Units”), generating aggregate of gross proceeds of $26,250,000. 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. 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 an initial Business Combination on the date of the consummation of an 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.

Private Placement

Private Placement	5 Months Ended
	Dec. 31, 2020
Private Placement Disclosure [Abstract]
PRIVATE PLACEMENT	NOTE 5. 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	5 Months Ended
	Dec. 31, 2020
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 6. RELATED PARTY TRANSACTIONS Other Payable - Related Party At the closing of the IPO on December 28, 2020, the gross proceeds in connection with the private placement warrants sold in the amount of $9,000,000 in the aggregate, is to be held in the trust account. The Company received $9,364,880 on December 28, 2020 amounting to $364,880 received by the Sponsor group in excess of the $9,000,000 in connection with the private placement warrants sold. This excess amount was recorded Other payable - related party as of December 31, 2020. Founder Shares - As Restated Amendment No. 3 In August 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 Public Rights are exercised upon consummation of an initial Business Combination. In connection with the underwriters’ fully exercise of their over-allotment option on (see Note 4), the 656,250 shares were no longer subject to forfeiture. 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. On December 23, 2020, the Sponsor . These awards are subject to ASC 718. The Founder Shares vested immediately, and, as such, in accordance with ASC 718, the Company recognized compensation expense on the transfer date in an amount equal to the number of Founders Shares sold times the grant date fair value per share less the amount initially received for the purchase of the Founders Shares. The value of the Founder Shares transferred to the Transferees was determined to be $424,440 as of December 23, 2020. As such, the Company recognized compensation expense of $424,440 within stock compensation expense in the Company’s statement of operations Promissory Note - Related Party The Sponsor agreed to loan the Company an aggregate of up to $500,000 to cover expenses related to the Initial Public Offering 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 Initial Public Offering. The Company intends to repay the promissory note from the proceeds of the Initial Public Offering not being placed in the Trust Account. As of December 31, 2020, the Company has drawn down $228,758 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 December 31, 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. The Company has incurred and accrued $5,806 of administrative service fees as of and offset to Due to related party.

Commitments and Contingencies

Commitments and Contingencies	5 Months Ended
	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 7. COMMITMENTS AND 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 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.

Stockholders_ Equity

Stockholders’ Equity	5 Months Ended
	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock Common Stock Public Rights

Fair Value Measurements

Fair Value Measurements	5 Months Ended
	Dec. 31, 2020
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis: Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets Money Market Account $ 3,092,771 $ — $ — Investments held in Trust Account-cash $ 203,262,660 $ — $ — Liabilities Private Warrants $ — $ — $ 10,763,361 Measurement Investment Held in Trust Account As of December 31, 2020, the investments in the Company’s Trust Account consisted of $203,262,660 in cash. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The investment held in trust account is classified within Level 1 of the fair value hierarchy at the measurement dates. The Company established the initial fair value for the Private Warrants on December 28, 2020, the date of the consummation of the Company’s IPO. On December 31, 2020 the fair value was remeasured. For both periods, the Private Warrants were not separately traded on an open market. As such, the Company used a Monte Carlo simulation model to value the Private Placement Warrants. . The Private Warrants were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. The key inputs into the Monte Carlo simulation model were as follows at initial measurement and at December 31, 2020: Inputs December 28, December 31, Risk-free interest rate 0.53 % 0.52 % Expected term (years) 6.13 6.12 Expected volatility 24.2 % 24.2 % Exercise price $ 11.50 $ 11.50 The change in the fair value of the warrant liabilities for the period ended December 31, 2020 is summarized as follows: Fair value at issuance December 28, 2020 $ 9,631,197 Change in fair value 1,132,164 Fair Value at December 31, 2020 $ 10,763,361

Income Tax

Income Tax	5 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
INCOME TAX	NOTE 10. INCOME TAX The Company’s net deferred tax assets are as follows: December 31, Deferred tax asset: Organizational costs/Startup expenses $ 4,417 Federal Net Operating loss 1,005 Total deferred tax asset 5,422 Valuation allowance (5,422 ) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: December 31, Federal Current $ — Deferred ( 5,422 ) State Current — Deferred — Change in valuation allowance 5,422 Income tax provision $ — As of December 31, 2020, the Company has $4,787 of U.S. federal net operating loss carryovers, which do not expire, and no state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from August 7, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $5,422. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: Statutory federal income tax rate 21.0 % Change in FV of warrant liability (16.6 )% Transaction costs associated with the issuance of warrants (0.2 )% Stock compensation expense (4.0) % Change in valuation allowance (0.2 )% Income tax provision — % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

Subsequent Events

Subsequent Events	5 Months Ended
	Dec. 31, 2020
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11. 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 subsequent events that would have required adjustment or disclosure in the financial statements, other than as described below. On January 13, 2021, the Company paid the related party promissory note in the amount of $228,758.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	5 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).
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. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. The initial valuation of the Public Warrants, Public Rights and common stock subject to redemption and the periodic valuation of the Private Warrants, required management to exercise significant judgement in its estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At December 31, 2020, the assets held in the Trust Account were substantially held in a money market fund comprised of U.S. Treasury Bills.
Excess of fair value of Private Placement Warrants	Excess of fair value of Private Placement Warrants Simultaneously with the close of IPO, the Company’s Sponsor purchased 18,000,000 Private Placement Warrants at $0.50 per private warrant, for a total purchase price $9,000,000. At the date of the sale of the Private Placement Warrants the Company valued the warrants at $0.5351 per warrant or $9,631,197. With the warrants being sold at less than fair value, the Company incurred a loss of $631,197.
Offering Costs Associated with IPO - As Restated Amendment No. 3	Offering Costs Associated with IPO - As Restated Amendment No. 3 The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering
Share-Based Payment Arrangements - As Restated Amendment No. 3	Share-Based Payment Arrangements - As Restated Amendment No. 3 The Company accounts for stock awards in accordance with ASC 718, which requires that all equity awards be accounted for at their fair value. Fair value is measured on the grant date and is equal to the underlying value of the stock. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, or in the period of grant for awards that vest immediately and have no future service condition. For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited.
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.
Common Stock Subject to Possible Redemption - As Restated Amendment No. 3	Common Stock Subject to Possible Redemption - As Restated Amendment No. 3 All of the 20,125,000 shares of redeemable common stock sold as part of the Units in the Initial Public Offering and subsequent full exercise of the underwriters’ over-allotment option contain a redemption feature which allows for the redemption of such redeemable common stock in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated articles of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in 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. Therefore, all redeemable common stock has been classified outside of permanent equity. 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. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. As of December 31, 2020, the redeemable common stock reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 201,250,000 Less: Proceeds allocated to Public Warrants at issuance (10,384,500 ) Proceeds allocated to Public Rights at issuance (9,136,750 ) Issuance costs allocated to common stock subject to possible redemption (10,660,961 ) Plus: Accretion of carrying value to redemption value 32,194,711 Common stock subject to possible redemption $ 203,262,500
Fair Value Measurements - As Restated Amendment No. 1	Fair Value Measurements - As Restated Amendment No. 1 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 (unadjusted) 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.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, (excluding the warrant liability) which qualify as financial instruments under the ASC Topic 820, Fair Value Measurements and Disclosures
Warrant Liability - As Restated Amendment No. 1	Warrant Liability - As Restated Amendment No. 1 The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging Financial Instruments
Net Loss Per Common Share - As Restated Amendment No. 3	Net Loss Per Common Share - As Restated Amendment No. 3 Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The calculation of diluted loss per common share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 19,062,500 shares of common stock in the aggregate. The following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts): For the period from August 7, Redeemable Common Stock Nonredeemable Common Stock Basic and diluted net loss per share: Numerator: Net loss $ (124,197 ) $ (2,114,396 ) Denominator: Weighted Average Common Stock 136,905 2,330,740 Basic and diluted loss per common share $ (0.91 ) $ (0.91 )
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, Income Taxes 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’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 December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Recent Accounting Pronouncements	Recent Accounting Pronouncements 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.

Restatement of Previously iss_2

Restatement of Previously issued Financial Statements (Tables)	5 Months Ended
	Dec. 31, 2020
Condensed Financial Information Disclosure [Abstract]
Schedule of restatement on the financial statements	December 31, 2020 As Previously Adjustments As Restated Balance Sheet Warrant liability $ — $ 10,763,361 $ 10,763,361 Total liabilities $ 8,601,486 $ 10,763,361 $ 19,364,847 Common stock subject to possible redemption $ 193,418,824 $ (10,763,368 ) $ 182,655,456 Common stock $ 601 $ 106 $ 707 Additional paid-in capital $ 5,025,219 $ 1,788,235 $ 6,813,454 Accumulated deficit $ (25,819 ) $ (1,788,334 ) $ (1,814,153 ) Total stockholders’ equity $ 5,000,001 $ 7 $ 5,000,008 December 31, 2020 As Previously Adjustments As Restated Statement of Operations for the period from August 7, 2020 (Inception) to December 31, 2020 Excess of fair value of Private Placement Warrants $ — $ (631,197 ) $ (631,197 ) Change in fair value of warrant liability $ — $ (1,132,164 ) $ (1,132,164 ) Transaction costs $ — $ (24,973 ) $ (24,973 ) Total other income/(expense) $ 213 $ (1,788,334 ) $ (1,788,121 ) Net Loss $ (25,819 ) $ (1,788,334 ) $ (1,814,153 ) Basic and diluted net loss per share $ (0.01 ) $ (0.40 ) $ (0.41 ) December 31, 2020 As Previously Adjustments As Restated Statement of Cash Flows for the period from August 7, 2020 (Inception) to December 31, 2020 Cash Flows from Operating Activities: Net loss $ (25,819 ) $ (1,788,334 ) $ (1,814,153 ) Excess of fair value of Private Placement Warrants $ — $ 631,197 $ 631,197 Change in fair value of warrant liability $ — $ 1,132,164 $ 1,132,164 Transaction costs $ — $ 24,973 $ 24,973 Supplemental disclosure of cash flow information: Common stock subject to possible redemption $ 193,418,824 $ (10,763,368 ) $ 182,655,456 December 31, 2020 As Previously Adjustments As Restated Balance Sheet Common stock subject to possible redemption $ 182,655,456 $ 7,826,331 $ 190,481,787 Allocation of underwriter’s discounts, offering costs and deferred fees to common stock $ — $ (11,174,137 ) $ (11,174,137 ) Immediate accretion to redemption value $ — $ 23,954,850 $ 23,954,850 Total common stock subject to possible redemption $ 182,655,456 $ 20,607,044 $ 203,262,500 Common stock $ 707 $ (204 ) $ 503 Additional paid-in capital $ 6,813,454 $ (6,813,454 ) $ — Accumulated deficit $ (1,814,153 ) $ (13,793,386 ) $ (15,607,539 ) Total stockholders’ equity (deficit) $ 5,000,008 $ (20,607,044 ) $ (15,607,036 ) December 31, 2020 As Previously Adjustments As Restated Statement of Operations for the period from August 7, 2020 (Inception) to December 31, 2020 Basic and diluted weighted average shares outstanding - redeemable common stock 343,634 (206,729 ) 136,905 Basic and diluted net income (loss) per share - redeemable common stock $ 0.00 $ (0.74 ) $ (0.74 ) Basic and diluted weighted average shares outstanding - nonredeemable common stock 4,413,429 (2,082,689 ) 2,330,740 Basic and diluted net loss per share - nonredeemable common stock $ (0.41 ) $ (0.33 ) $ (0.74 ) December 31, 2020 As Previously Adjustments As Restated Statement of Changes in Stockholders’ Equity (Deficit) for the period from August 7, 2020 (Inception) to December 31, 2020 Sale of 17,500,000 Units and 18,000,000 Private Placement Warrants on December 28, 2020 net of fair value $ 175,000,000 $ (175,000,000 ) $ — Sale of 2,625,000 Units on December 30, 2020 through over-allotment net of fair value $ 26,250,000 $ (26,250,000 ) $ — Offering costs $ (11,805,383 ) $ 11,805,383 $ — The maximum number of redeemable shares $ (182,655,456 ) $ 182,655,456 $ — Net proceeds from issuance of Public Warrants $ — $ 10,136,967 $ 10,136,967 Accretion of common stock to redemption amount, as restated $ — $ (23,954,850 ) $ (23,954,850 ) Total stockholders’ equity (deficit) $ 5,000,008 $ (20,607,044 ) $ (15,607,036 ) December 31, 2020 As Previously Adjustments As Restated Statement of Cash Flows for the period from August 7, 2020 (Inception) to December 31, 2020 Supplemental disclosures of non-cash investing and financing activities Initial classification of common stock subject to possible redemption $ 182,655,456 $ (182,655,456 ) $ — Accretion of common stock subject to redemption to redemption value $ — $ 23,954,850 $ 23,954,850 December 31, 2020 As Previously Adjustments As Restated Statement of Operations for the period from August 7, 2020 (Inception) to December 31, 2020 Stock compensation expense $ — $ 424,440 $ 424,440 Net loss $ (1,814,153 ) $ (424,440 ) $ (2,238,593 ) Basic and diluted net income per share - redeemable common stock $ (0.74 ) $ (0.17 ) $ (0.91 ) Basic and diluted net income per share - nonredeemable common stock $ (0.74 ) $ (0.17 ) $ (0.91 ) December 31, 2020 As Previously Adjustments As Restated Statement of Changes in Stockholders’ Deficit for the period from August 7, 2020 (Inception) to December 31, 2020 Proceeds from Initial Public Offering allocated to Public Warrants, net of offering costs $ 10,136,967 $ (361,238 ) $ 9,775,729 Proceeds from Initial Public Offering allocated to Public Rights, net of offering costs $ — $ 8,601,099 $ 8,601,099 Stock compensation expense $ — $ 424,440 $ 424,440 Accretion of common stock to redemption amount, as restated $ (23,954,850 ) $ (8,239,861 ) $ (32,194,711 ) Net loss $ (1,814,153 ) $ (424,440 ) $ (2,238,593 ) December 31, 2020 As Previously Adjustments As Restated Statement of Cash Flows for the period from August 7, 2020 (Inception) to December 31, 2020 Net loss $ (1,814,153 ) $ (424,440 ) $ (2,238,593 ) Statement of Cash Flows for the period from August 7, 2020 (Inception) to December 31, 2020 Adjustments to reconcile net income to net cash used in operating activities: Stock compensation expense $ — $ 424,440 $ 424,440 Statement of Cash Flows for the period from August 7, 2020 (Inception) to December 31, 2020 Supplemental disclosures of non-cash investing and financing activities Accretion of common stock subject to redemption to redemption value $ 23,954,850 $ 8,239,861 $ 32,194,711

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	5 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Schedule of redeemable common stock reflected in the balance sheet are reconciled	Gross proceeds $ 201,250,000 Less: Proceeds allocated to Public Warrants at issuance (10,384,500 ) Proceeds allocated to Public Rights at issuance (9,136,750 ) Issuance costs allocated to common stock subject to possible redemption (10,660,961 ) Plus: Accretion of carrying value to redemption value 32,194,711 Common stock subject to possible redemption $ 203,262,500
Schedule of calculation of basic and diluted net loss per common stock	For the period from August 7, Redeemable Common Stock Nonredeemable Common Stock Basic and diluted net loss per share: Numerator: Net loss $ (124,197 ) $ (2,114,396 ) Denominator: Weighted Average Common Stock 136,905 2,330,740 Basic and diluted loss per common share $ (0.91 ) $ (0.91 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	5 Months Ended
	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Schedule of measured at fair value on recurring basis	Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets Money Market Account $ 3,092,771 $ — $ — Investments held in Trust Account-cash $ 203,262,660 $ — $ — Liabilities Private Warrants $ — $ — $ 10,763,361
Schedule of fair value measurements inputs	Inputs December 28, December 31, Risk-free interest rate 0.53 % 0.52 % Expected term (years) 6.13 6.12 Expected volatility 24.2 % 24.2 % Exercise price $ 11.50 $ 11.50
Schedule of change in the fair value of the warrant liabilities	Fair value at issuance December 28, 2020 $ 9,631,197 Change in fair value 1,132,164 Fair Value at December 31, 2020 $ 10,763,361

Income Tax (Tables)

Income Tax (Tables)	5 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Schedule of net deferred tax assets	December 31, Deferred tax asset: Organizational costs/Startup expenses $ 4,417 Federal Net Operating loss 1,005 Total deferred tax asset 5,422 Valuation allowance (5,422 ) Deferred tax asset, net of allowance $ —
Schedule of income tax provision	December 31, Federal Current $ — Deferred ( 5,422 ) State Current — Deferred — Change in valuation allowance 5,422 Income tax provision $ —
Schedule of federal income tax rate	Statutory federal income tax rate 21.0 % Change in FV of warrant liability (16.6 )% Transaction costs associated with the issuance of warrants (0.2 )% Stock compensation expense (4.0) % Change in valuation allowance (0.2 )% Income tax provision — %

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended	5 Months Ended
	Dec. 30, 2020	Dec. 31, 2020	Dec. 28, 2020
Description of Organization and Business Operations (Details) [Line Items]
Initial public offering proceeds		$ (9,136,750)
Offering costs of reduction		24,973
Transaction costs		$ 11,805,383
Initial business combination percentage of trust account		80.00%
Percentage of outstanding voting securities		50.00%
Business combination 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%
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Net tangible assets		$ 5,000,001
Underwriters [Member]
Description of Organization and Business Operations (Details) [Line Items]
Initial public offering proceeds		11,830,356
Underwriting discount		4,025,000
Deferred underwriting discount		7,043,750
Other offering costs		$ 761,606
Private Warrants [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of warrants (in Shares)			18,000,000
Sale of price per warrant (in Dollars per share)			$ 0.50
IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Purchase units (in Shares)			17,500,000
Price per share (in Dollars per share)			$ 10
Gross proceeds			$ 175,000,000
Sale of over allotment units (in Shares)		203,262,500
Share price (in Dollars per share)		$ 10.10
Redemption percentage of outstanding public shares		100.00%
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Purchase units (in Shares)	2,625,000
Initial public offering proceeds	$ 26,250,000

Restatement of Previously iss_3

Restatement of Previously issued Financial Statements (Details) - USD ($)	Dec. 31, 2020	Dec. 23, 2020
Condensed Financial Information Disclosure [Abstract]
Net tangible assets (in Dollars)	$ 5,000,001
Founder shares	27,000	81,000

Restatement of Previously iss_4

Restatement of Previously issued Financial Statements (Details) - Schedule of restatement on the financial statements	5 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
As Previously Reported [Member] | Amendment 1 [Member]
Balance Sheet
Warrant liability
Total liabilities	8,601,486
Common stock subject to possible redemption	193,418,824
Common stock	601
Additional paid-in capital	5,025,219
Accumulated deficit	(25,819)
Total stockholders’ equity (deficit)	5,000,001
Excess of fair value of Private Placement Warrants
Change in fair value of warrant liability
Transaction costs
Total other income/(expense)	213
Net Loss	(25,819)
Excess of fair value of Private Placement Warrants
Change in fair value of warrant liability
Transaction costs
Common stock subject to possible redemption	$ 193,418,824
Basic and diluted net loss per share (in Dollars per share) | $ / shares	$ (0.01)
As Previously Reported [Member] | Amendment 2 [Member]
Balance Sheet
Common stock subject to possible redemption	$ 182,655,456
Allocation of underwriter’s discounts, offering costs and deferred fees to common stock
Immediate accretion to redemption value
Total common stock subject to possible redemption	182,655,456
Common stock	707
Additional paid-in capital	6,813,454
Accumulated deficit	(1,814,153)
Total stockholders’ equity (deficit)	$ 5,000,008
Basic and diluted weighted average shares outstanding - redeemable common stock (in Shares) | shares	343,634
Basic and diluted net income (loss) per share - redeemable common stock (in Shares) | shares	0
Basic and diluted weighted average shares outstanding - nonredeemable common stock (in Shares) | shares	4,413,429
Basic and diluted net loss per share - nonredeemable common stock (in Shares) | shares	(0.41)
Sale of 17,500,000 Units and 18,000,000 Private Placement Warrants on December 28, 2020 net of fair value	$ 175,000,000
Sale of 2,625,000 Units on December 30, 2020 through over-allotment net of fair value	26,250,000
Offering costs	(11,805,383)
The maximum number of redeemable shares	(182,655,456)
Net proceeds from issuance of Public Warrants
Accretion of common stock to redemption amount, as restated
Total stockholders’ equity (deficit)	5,000,008
Initial classification of common stock subject to possible redemption	182,655,456
Accretion of common stock subject to redemption to redemption value
As Previously Reported [Member] | Amendment 3 [Member]
Balance Sheet
Basic and diluted weighted average shares outstanding - redeemable common stock (in Shares) | shares	(0.74)
Basic and diluted net income (loss) per share - redeemable common stock (in Shares) | shares	(0.74)
Proceeds from Initial Public Offering allocated to Public Warrants, net of offering costs	$ 10,136,967
Proceeds from Initial Public Offering allocated to Public Rights, net of offering costs
Stock compensation expense
Accretion of common stock to redemption amount, as restated	(23,954,850)
Accretion of common stock subject to redemption to redemption value	23,954,850
Stock compensation expense
Net Loss	(1,814,153)
Adjustments [Member] | Amendment 1 [Member]
Balance Sheet
Warrant liability	10,763,361
Total liabilities	10,763,361
Common stock subject to possible redemption	(10,763,368)
Common stock	106
Additional paid-in capital	1,788,235
Accumulated deficit	(1,788,334)
Total stockholders’ equity (deficit)	7
Excess of fair value of Private Placement Warrants	(631,197)
Change in fair value of warrant liability	(1,132,164)
Transaction costs	(24,973)
Total other income/(expense)	(1,788,334)
Net Loss	(1,788,334)
Excess of fair value of Private Placement Warrants	631,197
Change in fair value of warrant liability	1,132,164
Transaction costs	24,973
Common stock subject to possible redemption	$ (10,763,368)
Basic and diluted net loss per share (in Dollars per share) | $ / shares	$ (0.40)
Adjustments [Member] | Amendment 2 [Member]
Balance Sheet
Common stock subject to possible redemption	$ 7,826,331
Allocation of underwriter’s discounts, offering costs and deferred fees to common stock	(11,174,137)
Immediate accretion to redemption value	23,954,850
Total common stock subject to possible redemption	20,607,044
Common stock	(204)
Additional paid-in capital	(6,813,454)
Accumulated deficit	(13,793,386)
Total stockholders’ equity (deficit)	$ (20,607,044)
Basic and diluted weighted average shares outstanding - redeemable common stock (in Shares) | shares	(206,729)
Basic and diluted net income (loss) per share - redeemable common stock (in Shares) | shares	(0.74)
Basic and diluted weighted average shares outstanding - nonredeemable common stock (in Shares) | shares	(2,082,689)
Basic and diluted net loss per share - nonredeemable common stock (in Shares) | shares	(0.33)
Sale of 17,500,000 Units and 18,000,000 Private Placement Warrants on December 28, 2020 net of fair value	$ (175,000,000)
Sale of 2,625,000 Units on December 30, 2020 through over-allotment net of fair value	(26,250,000)
Offering costs	11,805,383
The maximum number of redeemable shares	182,655,456
Net proceeds from issuance of Public Warrants	10,136,967
Accretion of common stock to redemption amount, as restated	(23,954,850)
Total stockholders’ equity (deficit)	(20,607,044)
Initial classification of common stock subject to possible redemption	(182,655,456)
Accretion of common stock subject to redemption to redemption value	$ 23,954,850
Adjustments [Member] | Amendment 3 [Member]
Balance Sheet
Basic and diluted weighted average shares outstanding - redeemable common stock (in Shares) | shares	(0.17)
Basic and diluted net income (loss) per share - redeemable common stock (in Shares) | shares	(0.17)
Proceeds from Initial Public Offering allocated to Public Warrants, net of offering costs	$ (361,238)
Proceeds from Initial Public Offering allocated to Public Rights, net of offering costs	8,601,099
Stock compensation expense	424,440
Accretion of common stock to redemption amount, as restated	(8,239,861)
Accretion of common stock subject to redemption to redemption value	8,239,861
Stock compensation expense	424,440
Net Loss	(424,440)
As Restated [Member] | Amendment 1 [Member]
Balance Sheet
Warrant liability	10,763,361
Total liabilities	19,364,847
Common stock subject to possible redemption	182,655,456
Common stock	707
Additional paid-in capital	6,813,454
Accumulated deficit	(1,814,153)
Total stockholders’ equity (deficit)	5,000,008
Excess of fair value of Private Placement Warrants	(631,197)
Change in fair value of warrant liability	(1,132,164)
Transaction costs	(24,973)
Total other income/(expense)	(1,788,121)
Net Loss	(1,814,153)
Excess of fair value of Private Placement Warrants	631,197
Change in fair value of warrant liability	1,132,164
Transaction costs	24,973
Common stock subject to possible redemption	$ 182,655,456
Basic and diluted net loss per share (in Dollars per share) | $ / shares	$ (0.41)
As Restated [Member] | Amendment 2 [Member]
Balance Sheet
Common stock subject to possible redemption	$ 190,481,787
Allocation of underwriter’s discounts, offering costs and deferred fees to common stock	(11,174,137)
Immediate accretion to redemption value	23,954,850
Total common stock subject to possible redemption	203,262,500
Common stock	503
Additional paid-in capital
Accumulated deficit	(15,607,539)
Total stockholders’ equity (deficit)	$ (15,607,036)
Basic and diluted weighted average shares outstanding - redeemable common stock (in Shares) | shares	136,905
Basic and diluted net income (loss) per share - redeemable common stock (in Shares) | shares	(0.74)
Basic and diluted weighted average shares outstanding - nonredeemable common stock (in Shares) | shares	2,330,740
Basic and diluted net loss per share - nonredeemable common stock (in Shares) | shares	(0.74)
Sale of 17,500,000 Units and 18,000,000 Private Placement Warrants on December 28, 2020 net of fair value
Sale of 2,625,000 Units on December 30, 2020 through over-allotment net of fair value
Offering costs
The maximum number of redeemable shares
Net proceeds from issuance of Public Warrants	10,136,967
Accretion of common stock to redemption amount, as restated	(23,954,850)
Total stockholders’ equity (deficit)	(15,607,036)
Initial classification of common stock subject to possible redemption
Accretion of common stock subject to redemption to redemption value	$ 23,954,850
As Restated [Member] | Amendment 3 [Member]
Balance Sheet
Basic and diluted weighted average shares outstanding - redeemable common stock (in Shares) | shares	(0.91)
Basic and diluted net income (loss) per share - redeemable common stock (in Shares) | shares	(0.91)
Proceeds from Initial Public Offering allocated to Public Warrants, net of offering costs	$ 9,775,729
Proceeds from Initial Public Offering allocated to Public Rights, net of offering costs	8,601,099
Stock compensation expense	424,440
Accretion of common stock to redemption amount, as restated	(32,194,711)
Accretion of common stock subject to redemption to redemption value	32,194,711
Stock compensation expense	424,440
Net Loss	$ (2,238,593)

Restatement of Previously iss_5

Restatement of Previously issued Financial Statements (Details) - Schedule of restatement on the financial statements (Parentheticals) - Amendment 2 [Member]	5 Months Ended
	Dec. 31, 2020shares
As Previously Reported [Member]
Restatement of Previously issued Financial Statements (Details) - Schedule of restatement on the financial statements (Parentheticals) [Line Items]
Sales units	17,500,000
Private placement warrants of net of fair value	18,000,000
Sale of units over-allotment net of fair value	2,625,000
Adjustments [Member]
Restatement of Previously issued Financial Statements (Details) - Schedule of restatement on the financial statements (Parentheticals) [Line Items]
Sales units	17,500,000
Private placement warrants of net of fair value	18,000,000
Sale of units over-allotment net of fair value	2,625,000
As Restated [Member]
Restatement of Previously issued Financial Statements (Details) - Schedule of restatement on the financial statements (Parentheticals) [Line Items]
Sales units	17,500,000
Private placement warrants of net of fair value	18,000,000
Sale of units over-allotment net of fair value	2,625,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details)	5 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
Summary of Significant Accounting Policies (Details) [Line Items]
Per share warrant (in Dollars per share) | $ / shares	$ 0.5351
Value of warrants	$ 9,631,197
Company incurred loss	631,197
Federal depository insurance coverage amount	$ 250,000
Redeemable common stock shares (in Shares) | shares	20,125,000
Warrants are exercisable to purchase (in Shares) | shares	19,062,500
Amendment No.3 [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs	$ 11,830,356
Underwriting fee	4,025,000
Deferred underwriting fees	7,043,750
Other offering costs	$ 761,606
IPO [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Sponsor purchased (in Shares) | shares	18,000,000
Per share private placement (in Dollars per share) | $ / shares	$ 0.50
Total purchase price	$ 9,000,000
Redeemable Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs	10,660,961
Public Warrants and Private Placement Warrants [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs	24,973
Public Warrants [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs	$ 1,144,422

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of redeemable common stock reflected in the balance sheet are reconciled	5 Months Ended
	Dec. 31, 2020USD ($)
Schedule of redeemable common stock reflected in the balance sheet are reconciled [Abstract]
Gross proceeds	$ 201,250,000
Less:
Proceeds allocated to Public Warrants at issuance	(10,384,500)
Proceeds allocated to Public Rights at issuance	(9,136,750)
Issuance costs allocated to common stock subject to possible redemption	(10,660,961)
Plus:
Accretion of carrying value to redemption value	32,194,711
Common stock subject to possible redemption	$ 203,262,500

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of calculation of basic and diluted net loss per common stock	5 Months Ended
	Dec. 31, 2020$ / sharesshares
Redeemable Common Stock [Member]
Numerator:
Net loss	$ (124,197)
Denominator:
Weighted Average Common Stock (in Shares) | shares	136,905
Basic and diluted loss per common share	$ (0.91)
Nonredeemable Common Stock [Member]
Numerator:
Net loss	$ (2,114,396)
Denominator:
Weighted Average Common Stock (in Shares) | shares	2,330,740
Basic and diluted loss per common share	$ (0.91)

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	5 Months Ended
	Dec. 31, 2020	Dec. 28, 2020
IPO [Member]
Initial Public Offering (Details) [Line Items]
Company sold		$ 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 Public Right. Each Public Right entitles the holder thereof to receive one-twentieth (1/20) of a share of common stock upon consummation of an 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. On December 30, 2020, the Underwriters fully exercised the over-allotment option by purchasing 2,625,000 Units (the “Over-Allotment Units”), generating aggregate of gross proceeds of $26,250,000. 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.
Business combination [Member]
Initial Public Offering (Details) [Line Items]
Warrants redemption, description	●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.
Business combination, description	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 an initial Business Combination on the date of the consummation of an 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.

Private Placement (Details)

Private Placement (Details) - Private Placement [Member]	5 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
Private Placement (Details) [Line Items]
Number of warrants purchased (in Shares) | shares	18,000,000
Price per warrant	$ 0.50
Aggregate of warrants (in Dollars) | $	$ 9,000,000
Common stock of price per share	$ 11.50

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Dec. 03, 2020	Dec. 30, 2020	Dec. 28, 2020	Dec. 23, 2020	Dec. 22, 2020	Aug. 31, 2020	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Private placement warrants held in trust account (in Dollars)			$ 9,000,000
Amount received from related party (in Dollars)			9,364,880
Received amount (in Dollars)			364,880
Sale of stock private placement warrants (in Dollars)			$ 9,000,000
Shares outstanding	4,887,500
Shares cancellation common stock subject to forfeiture							656,250
Compensation expense (in Dollars)							$ 424,440
Accrued of administrative service fees (in Dollars)							$ 5,806
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Sponsor paid (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
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
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.
Sponsor transferred				81,000
Founder shares to transferee				27,000
Sponsor fees (in Dollars)				$ 424,440
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Aggregate share of common stock					875,000
Shares cancellation common stock subject to forfeiture		656,250
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Expenses related to IPO (in Dollars)							$ 500,000
Promissory note amount (in Dollars)							228,758
Payment for office space (in Dollars)							$ 20,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - Over-Allotment Option [Member]	5 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
Commitments and Contingencies (Details) [Line Items]
Purchase additional units	2,625,000
Underwriters purchased overallotment units	2,625,000
Offering price per over allotment units (in Dollars per share) | $ / shares	$ 10
Additional gross proceeds (in Dollars) | $	$ 26,250,000

Stockholders_ Equity (Details)

Stockholders’ Equity (Details) - $ / shares		5 Months Ended
		Dec. 31, 2020		Dec. 22, 2020
Stockholders' Equity Note [Abstract]
Preferred stock, authorized to issue		1,000,000
Preferred stock, par value (in Dollars per share)	[1]	$ 0.0001
Common stock, authorized to issue		60,000,000
Common stock, par value (in Dollars per share)	[1]	$ 0.0001
Common stock, shares authorized		60,000,000	[1]	60,000,000
Description of common stock		Holders are entitled to one vote for each share of common stock.
Common stock, shares outstanding	[1]	5,031,250
Shares of common stock subject to possible redemption		20,125,000
Description of business combination		Rights — Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Public Right will automatically receive one-twentieth (1/20) of a share of common stock upon consummation of an initial Business Combination.
[1]	As restated due to the review of accounting for complex financial instruments (see Note 2).

Fair Value Measurements (Detail

Fair Value Measurements (Details)	Dec. 31, 2020USD ($)
Fair Value Disclosures [Abstract]
Assets Held-in-trust	$ 203,262,660

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of measured at fair value on recurring basis	5 Months Ended
	Dec. 31, 2020USD ($)
Quoted Prices in Active Markets (Level 1) [Member]
Fair Value Measurements (Details) - Schedule of measured at fair value on recurring basis [Line Items]
Money Market Account	$ 3,092,771
Investments held in Trust Account-cash	203,262,660
Private Warrants
Significant Other Observable Inputs (Level 2) [Member]
Fair Value Measurements (Details) - Schedule of measured at fair value on recurring basis [Line Items]
Money Market Account
Investments held in Trust Account-cash
Private Warrants
Significant Other Unobservable Inputs (Level 3) [Member]
Fair Value Measurements (Details) - Schedule of measured at fair value on recurring basis [Line Items]
Money Market Account
Investments held in Trust Account-cash
Private Warrants	$ 10,763,361

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of fair value measurements inputs	5 Months Ended	12 Months Ended
	Dec. 31, 2020$ / shares	Dec. 31, 2020$ / shares
Schedule of fair value measurements inputs [Abstract]
Risk-free interest rate	0.53%	0.52%
Expected term (years)	6 years 47 days	6 years 43 days
Expected volatility	24.20%	24.20%
Exercise price (in Dollars per share)	$ 11.50	$ 11.50

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of change in the fair value of the warrant liabilities	5 Months Ended
	Dec. 31, 2020USD ($)
Schedule of change in the fair value of the warrant liabilities [Abstract]
Fair value at issuance December 28, 2020	$ 9,631,197
Change in fair value	1,132,164
Fair Value at December 31, 2020	$ 10,763,361

Income Tax (Details)

Income Tax (Details)	Dec. 31, 2020USD ($)
Income Tax Disclosure [Abstract]
U.S. federal net operating loss carryovers	$ 4,787
Change in valuation allowance	$ 5,422

Income Tax (Details) - Schedule

Income Tax (Details) - Schedule of net deferred tax assets	Dec. 31, 2020USD ($)
Deferred tax asset:
Organizational costs/Startup expenses	$ 4,417
Federal Net Operating loss	1,005
Total deferred tax asset	5,422
Valuation allowance	(5,422)
Deferred tax asset, net of allowance

Income Tax (Details) - Schedu_2

Income Tax (Details) - Schedule of income tax provision	5 Months Ended
	Dec. 31, 2020USD ($)
Federal
Current
Deferred	(5,422)
State
Current
Deferred
Change in valuation allowance	5,422
Income tax provision

Income Tax (Details) - Schedu_3

Income Tax (Details) - Schedule of federal income tax rate	5 Months Ended
	Dec. 31, 2020
Schedule of federal income tax rate [Abstract]
Statutory federal income tax rate	21.00%
Change in FV of warrant liability	(16.60%)
Transaction costs associated with the issuance of warrants	(0.20%)
Stock compensation expense	(4.00%)
Change in valuation allowance	(0.20%)
Income tax provision

Subsequent Events (Details)

Subsequent Events (Details)	Jan. 13, 2021USD ($)
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Amount paid	$ 228,758