Health Assurance Acquisition (HAAC) 10-K 4 Mar 21 2020 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	4 Months Ended
	Dec. 31, 2020	Mar. 01, 2021
Document Type	10-K
Transition Report	true
Document Period End Date	Dec. 31, 2020
Entity Registrant Name	Health Assurance Acquisition Corp.
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Public Float	$ 578,550,000
Entity Central Index Key	0001824013
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Amendment Flag	false
SAIL Securities
Title of 12(b) Security	Class A Common Stock, $0.0001 par value
Trading Symbol	HAACU
Security Exchange Name	NASDAQ
Class A
Title of 12(b) Security	Class A Common Stock included as part of the SAILSM securities
Trading Symbol	HAAC
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		52,500,000
Redeemable warrants
Title of 12(b) Security	Class A Common Stock at an exercise price of $11.50
Trading Symbol	HAACW
Security Exchange Name	NASDAQ
Class B
Entity Common Stock, Shares Outstanding		2,625,000

BALANCE SHEET

BALANCE SHEET	Dec. 31, 2020USD ($)
Current assets:
Cash	$ 4,615,094
Prepaid expenses	1,412,513
Total current assets	6,027,607
Investments held in Trust Account	525,065,532
Total Assets	531,093,139
Current liabilities:
Accounts payable	24,827
Accrued expenses	3,279,125
Franchise tax payable	61,420
Income tax payable	864
Total current liabilities	3,366,236
Deferred underwriting commissions in connection with the initial public offering	18,375,000
Total liabilities	21,741,236
Commitments and Contingencies
Class A common stock, $0.0001 par value; 700,000,000 shares authorized; 50,435,190 shares subject to possible redemption at $10.00 per share	504,351,900
Stockholders' Equity:
Additional paid-in capital	8,387,629
Accumulated deficit	(3,388,095)
Total stockholders' equity	5,000,003
Total Liabilities and Stockholders' Equity	531,093,139
Class A
Stockholders' Equity:
Common Stock	206
Class B
Stockholders' Equity:
Common Stock	$ 263

BALANCE SHEET (Parenthetical)

BALANCE SHEET (Parenthetical)	Dec. 31, 2020$ / sharesshares
Shares subject to possible redemption, par value per share | $ / shares	$ 0.0001
Shares subject to possible redemption, shares authorized	700,000,000
Shares subject to possible redemption, redemption per share	50,435,190
Shares subject to possible redemption, redemption value per share | $ / shares	$ 10
Preferred stock, par value | $ / shares	$ 0.0001
Preferred stock, shares authorized	10,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Class A
Shares subject to possible redemption, redemption per share	50,435,190
Common stock, par value | $ / shares	$ 0.0001
Common stock, shares authorized	700,000,000
Common stock, shares issued	2,064,810
Common stock, shares outstanding	52,500,000
Common stock, shares outstanding	2,064,810
Class B
Common stock, par value | $ / shares	$ 0.0001
Common stock, shares authorized	20,000,000
Common stock, shares issued	2,625,000
Common stock, shares outstanding	2,625,000

STATEMENT OF OPERATIONS

STATEMENT OF OPERATIONS	4 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
General and administrative expenses	$ 3,272,712
General and administrative expenses - related party	118,632
Franchise tax expense	61,420
Total operating expenses	(3,452,764)
Gain on investments held in Trust Account	65,532
Loss before income tax expense	(3,387,232)
Income tax expense	863
Net loss	$ (3,388,095)
Class A
Weighted average shares outstanding of common stock | shares	52,500,000
Basic and diluted net loss per share, common stock | $ / shares	$ 0
Class B
Weighted average shares outstanding of common stock | shares	2,556,818
Basic and diluted net loss per share, common stock | $ / shares	$ (1.33)

STATEMENT OF CHANGES IN STOCKHO

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 4 months ended Dec. 31, 2020 - USD ($)	Common StockClass A	Common StockClass B	Additional Paid-in Capital	Accumulated Deficit	Class A	Total
Balance at the beginning at Sep. 07, 2020	$ 0	$ 0	$ 0	$ 0		$ 0
Balance at the beginning (in shares) at Sep. 07, 2020	0	0
Issuance of Class B common stock to Initial Stockholders		$ 288	24,712			25,000
Issuance of Class B common stock to Initial Stockholders (in shares)		2,875,000
Sale of securities in initial public offering, gross	$ 5,250		524,994,750			525,000,000
Sale of securities in initial public offering, gross (in shares)	52,500,000				7,500,000
Offering costs			(29,785,002)			(29,785,002)
Sale of private placement warrants to Sponsor in private placement			17,500,000			17,500,000
Forfeiture of Class B common stock		$ (25)	25
Forfeiture of Class B common stock (in shares)		(250,000)
Class A common stock subject to possible redemption	$ (5,044)		(504,346,856)			(504,351,900)
Class A common stock subject to possible redemption (in shares)	(50,435,190)
Net loss				(3,388,095)		(3,388,095)
Balance at the ending at Dec. 31, 2020	$ 206	$ 263	$ 8,387,629	$ (3,388,095)		$ 5,000,003
Balance at the ending (in shares) at Dec. 31, 2020	2,064,810	2,625,000

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS	4 Months Ended
	Dec. 31, 2020USD ($)
Cash Flows from Operating Activities:
Net loss	$ (3,388,095)
Adjustments to reconcile net loss to net cash used in operating activities:
Unrealized gain on investments held in Trust Account	(65,532)
Changes in operating assets and liabilities:
Prepaid expenses	(1,412,513)
Franchise tax payable	61,420
Income tax payable	864
Accrued expenses	3,221,958
Accounts payable	24,827
Net cash used in operating activities	(1,557,071)
Cash Flows from Investing Activities:
Cash deposited in Trust Account	(525,000,000)
Net cash used in investing activities	(525,000,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Initial Stockholders	25,000
Proceeds received from initial public offering	525,000,000
Payment of offering costs	(11,352,835)
Proceeds received from private placement	17,500,000
Net cash provided by financing activities	531,172,165
Net change in cash	4,615,094
Cash - end of the period	4,615,094
Supplemental disclosure of noncash financing activities:
Forfeiture of Class B common stock	25
Offering costs included in accrued expenses	57,167
Offering costs charged to additional paid-in capital in connection with the initial public offering	910,003
Deferred underwriting commissions charged to additional paid-in capital in connection with the initial public offering	18,375,000
Initial value of Class A common stock subject to possible redemption	507,670,589
Change in value of Class A common stock subject to possible redemption	$ (3,318,689)

Description of Organization, Bu

Description of Organization, Business Operations and Basis of Presentation	4 Months Ended
	Dec. 31, 2020
Description of Organization, Business Operations and Basis of Presentation
Description of Organization, Business Operations and Basis of Presentation	Note 1—Description of Organization, Business Operations and Basis of Presentation Health Assurance Acquisition Corp. (the “Company”) was incorporated as a Delaware corporation on September 8, 2020. On October 23, 2020, the Company effected a name change to Health Assurance Acquisition Corp. from Healthcare Assurance Acquisition Corp. The Company’s initial stockholders were: HAAC Sponsor, LLC (the “Sponsor”), a wholly-owned subsidiary of General Catalyst Group X—Early Venture, L.P., a Delaware limited partnership, Health Assurance Economy Foundation, a charitable foundation (“Foundation”), and any other holders of Alignment Shares (as described in Note 6) immediately prior to the offering; collectively, “Initial Stockholders.” The Company was formed for the purpose of effectuating a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (herein referred to as “Initial Business Combination”). The Company has not selected any business combination target and it has not, nor has anyone on the Company’s behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. The Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company. The Company has neither engaged in any operations nor generated revenue to date. 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 from its initial public offering (the “Initial Public Offering”) of its securities called Stakeholder Aligned Initial Listing Securities, or SAIL SM Securities (“SAIL SM Securities”), although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward completing an Initial Business Combination. Furthermore, there is no assurance that the Company will be able to complete an Initial Business Combination. The registration statement for the Company’s Initial Public Offering was declared effective on November 12, 2020. On November 17, 2020, the Company consummated the Initial Public Offering of 52,500,000 SAIL SM Securities, including 2,500,000 SAIL SM Securities as a result of the underwriters’ exercise in part of their over-allotment option. The SAIL SM Securities were sold at an offering price of $10.00 per SAIL SM Security, generating gross proceeds of $525.0 million, and incurring offering costs of approximately $29.8 million, inclusive of approximately $18.4 million in deferred underwriting commissions (Note 3). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 11,666,666 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), including 333,333 warrants as a result of the underwriters’ exercise in part of their over-allotment option, at a price of $1.50 per Private Placement Warrant in a private placement with the Sponsor and certain directors of the Company (the “Private Placement Warrants Purchasers”), generating gross proceeds of $17.5 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $525.0 million ($10.00 per SAIL SM Security) of the net proceeds of the sale of the SAIL SM Securities in the Initial Public Offering and the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and held as cash or invested only in U.S. “government securities,” within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of an Initial Business Combination and (ii) the distribution of the Trust Account as described below. Pursuant to stock exchange listing rules, the Company must complete an Initial Business Combination with one or more target businesses having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the taxes payable on the income earned on the Trust Account) at the time of signing a definitive agreement in connection with the Initial Business Combination. However, the Company will only complete an Initial Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise is not required to register as an investment company under the Investment Company of Act 1940, as amended (the “Investment Company Act”). The Company’s certificate of incorporation provides that, other than the withdrawal of interest earned on the funds that may be released to the Company to pay taxes, none of the funds held in Trust Account will be released until the earlier of: (i) the completion of the an Initial Business Combination; (ii) the redemption of any of the common stock included in the SAIL SM Securities being sold in the Initial Public Offering (the “Public Shares”) to its holders (the “Public Stockholders”) properly tendered in connection with a stockholder vote to amend certain provisions of the Company’s certificate of incorporation prior to an Initial Business Combination or (iii) the redemption of 100% of the Public Shares if the Company does not complete an Initial Business Combination within the Business Combination Period (defined below). The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which Public Stockholders may seek to redeem their Public shares, regardless of whether they vote for or against the Initial Business Combination or do not vote at all, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, or (ii) provide the Public Stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the Company’s Initial Business Combination at $10.00 per share and the per share interest earned on the funds held in the trust account (net of permitted withdrawals). As a result, such common stock has been recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account is initially $10.00 per Public Share. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete the Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 immediately prior to or upon consummation of an Initial Business Combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related business combination, and instead may search for an alternate business combination. Notwithstanding the foregoing, the Company’s Amended and Restated Certificate provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the shares of common stock sold in the Initial Public Offering, without the prior consent of the Company. The Company will only have 24 months from the closing of the Initial Public Offering, or until November 17, 2022 to complete the Initial Business Combination (or such later date as approved by holders of a majority of outstanding shares of common stock of the Company that are voted at a meeting to extend such date, voting together as a single class) (the “Business Combination Period”). If the Company does not complete an Initial Business Combination within this period of time (and stockholders do not approve an amendment to the certificate of incorporation to extend this date), it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, of $10.00, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors (the “Board”), liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Delaware law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Initial Stockholders, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to any Alignment Shares (as defined in Note 4) and Public Shares they hold in connection with the completion of the Initial Business Combination, (ii) waive their redemption rights with respect to any Alignment Shares and Public Shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated an Initial Business Combination within the Business Combination Period or with respect to any other material provisions relating to stockholders’ rights or pre-combination transaction activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Alignment Shares they hold if the Company fails to complete the an Initial Business Combination within 24 months of the Business Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete an Initial Business Combination within the Business Combination Period). Basis of Presentation The accompanying balance sheet is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Liquidity and Capital Resources As of December 31, 2020, the Company had approximately $4.6 million in its operating bank account and working capital of approximately $2.7 million. Prior to December 31, 2020, the Company’s liquidity needs were satisfied through a payment of $25,000 from the Initial Stockholders in exchange for the issuance of the Alignment Shares (as defined in Note 4) and proceeds from a loan of $300,000 pursuant to a Note from the Sponsor. The Company repaid the Note in full on November 18, 2020. Following the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied with the proceeds from the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Sponsor may, but is not obligated to, provide the Company with Working Capital Loans (see Note 4). As of December 31, 2020, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of an Initial Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Initial Business Combination.

Summary of Significant Accounti

Summary of Significant Accounting Policies	4 Months Ended
	Dec. 31, 2020
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2—Summary of Significant Accounting Policies Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates . Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company does not have any cash equivalents as of December 31, 2020. Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 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. As of December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such accounts. The Company’s investments held in the Trust Account as of December 31, 2020 are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities money market funds. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: " Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; " Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and " Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, franchise tax payable and income taxes payable approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets. Class A Common Stock Subject to Possible Redemption The shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events, Accordingly, at December 31, 2020, 50,435,190 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340‑10‑S99‑1. Offering costs consisted of legal, accounting, underwriting fees and other costs that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering. Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of December 31, 2020. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. 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 at December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) Per Share of Common Stock Net income (loss) per share is computed by dividing net income by the weighted-average number of common stock outstanding during the periods, reduced for shares subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 24,791,666 shares of the Company’s Class A common stock in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s statement of operations includes a presentation of income (loss) per share for common stock subject to redemption in a manner similar to the two-class method of income (loss) per share. Net income per share of common stock, basic and diluted for shares of Class A common stock is calculated by dividing the income earned on investments held in the Trust Account, net of applicable taxes and working capital amounts available to be withdrawn from the Trust Account, which was approximately $3,000 for the period from September 8, 2020 (inception) through December 31, 2020, by the weighted average number of Class A common stock outstanding for the period. Net loss per share of common stock, basic and diluted for shares of Class B common stock is calculated by dividing the net loss of approximately $3.4 million, less income attributable to Class A common stock by the weighted average number of Class B common stock outstanding for the period. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s balance sheet.

Initial Public Offering

Initial Public Offering	4 Months Ended
	Dec. 31, 2020
Initial Public Offering
Initial Public Offering	Note 3—Initial Public Offering Public SAIL SM Securities On November 17, 2020, the Company consummated its Initial Public Offering of 52,500,000 SAIL SM Securities at $10.00 per SAIL TM Security, generating gross proceeds of $525.0 million, including 2,500,000 SAIL SM Securities as a result of the underwriters’ exercise in part of their over-allotment option. The SAIL SM Securities were sold at an offering price of $10.00 per SAIL SM Security, generating gross proceeds of $525.0 million, and incurring offering costs of approximately $29.8 million, inclusive of approximately $18.4 million in deferred underwriting commissions. Each SAIL SM Security consists of one share of Class A common stock, $0.0001 par value per share (the “Class A common stock”), and one-fourth of one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one share of Class A common stock at an exercise price of $11.50 per share.

Related Party Transactions

Related Party Transactions	4 Months Ended
	Dec. 31, 2020
Related Party Transactions
Related Party Transactions	Note 4—Related Party Transactions Alignment Shares On September 24, 2020, an affiliate of the Sponsor paid $22,500, or approximately $0.009 per share, and the Foundation paid $2,500, or approximately $0.009 per share, in exchange for 2,587,500 and 287,500 shares of Class B common stock, respectively (collectively, “Alignment Shares”). Such Alignment Shares held by the affiliate of the Sponsor were subsequently transferred to the Sponsor. In November 2020, the Sponsor transferred 6,469 Alignment Shares to each of the independent directors resulting in the Sponsor holding 2,561,624 Alignment Shares. The number of Alignment Shares issued was determined based on the expectation that such Alignment Shares would represent 20% of the issued and outstanding shares upon completion of the Initial Public Offering. Up to 375,000 of the Alignment Shares were to be forfeited depending on the extent to which the underwriters’ over-allotment was exercised. The Alignment Shares are entitled to (together with the shares of Class B common stock) a number of votes representing 20% of the Company’s outstanding common stock prior to the completion of the Initial Business Combination. The underwriters exercised the over-allotment option in part and the Company consummated the sale of such SAIL SM Securities on November 17, 2020; thus, 125,000 Alignment Shares were no longer subject to forfeiture. The Initial Stockholders, directors and executive officers have agreed not to transfer, assign or sell any of their Alignment Shares and any of their shares of Class A common stock deliverable upon conversion of the Alignment Shares for 30 days following the completion of an Initial Business Combination. In connection with this arrangement, the Initial Stockholders, officers, and directors have also agreed not to transfer, assign or sell any of their Alignment Shares until the earlier to occur of: (i) 30 days after the completion of the Company’s Initial business combination and (ii) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Initial Business Combination that results in all of its stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described in the prospectus. Further, in connection with this arrangement, the Sponsor, officers and directors have also agreed not to transfer, assign or sell any of their Private Placement Warrants and any shares of Class A common stock issued upon conversion or exercise thereof until 30 days after the completion of the Initial Business Combination, except to permitted transferees. Any permitted transferees will be subject to the same restrictions and other agreements of the Initial Stockholders with respect to any Alignment Shares and Private Placement Warrants. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Private Placement Warrants Purchasers purchased an aggregate of 11,666,666 Private Placement Warrants, including 333,333 Private Placement Warrants as a result of the underwriters’ exercise in part of their over-allotment option, at a price of $1.50 per Private Placement Warrant in a private placement to certain of the Sponsor and certain directors of the Company generating gross proceeds of $17.5 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a business combination within the Combination Period, then the proceeds will be part of the liquidating distribution to the Public Stockholders and the warrants will expire worthless. The Initial Stockholders, officers and directors have also agreed not to transfer, assign or sell any of their Private Placement Warrants and any shares of Class A common stock issued upon conversion or exercise thereof until 30 days after the completion of an Initial Business Combination, except to permitted transferees. Any permitted transferees would be subject to the same restrictions and other agreements of the Initial Stockholders and the Company’s directors and executive officers with respect to Alignment Shares. If the Private Placement Warrants are held by holders other than the Sponsor, certain directors of the Company or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by holders on the same basis as the Public Warrants. Related Party Loans On September 24, 2020, the Sponsor agreed to loan the Company up to an aggregate of $300,000 pursuant to an unsecured promissory note (the “Note”) to cover expenses related to the Initial Public Offering. This loan was payable without interest on the earlier of January 31, 2021, or the completion of the Initial Public Offering. No amounts were outstanding under the Note as of December 31, 2020. Through the date of the Initial Public Offering, the Company borrowed $300,000 under the Note. The Company fully repaid the Note on November 18, 2020. Working Capital Loans In order to finance transaction costs in connection with an intended Initial 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 (the “Working Capital Loans”). Up to $1.5 million of such loans may be convertible into Private Placement Warrants at a price of $1.50 per Private Placement Warrant at the option of the lender. The Private Placement Warrants would be identical to the Private Placement Warrants issued to the Sponsor. Except for the foregoing; the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. The Company has never had borrowings on working capital loans. Administrative Services and Director Compensation Commencing on the date that the Company’s securities were first listed on Nasdaq through the earlier of consummation of the Initial Business Combination and the Company’s liquidation, the Company has agreed to pay the Sponsor for office space, secretarial and administrative support provided to members of the Company’s management team of $10,000 per month. For the period from September 8, 2020 through December 31, 2020, the Company incurred $20,000 of these fees which are included in general and administrative expenses – related party on the accompanying statement of operations and accrued expenses on the accompanying balance sheet as of December 31, 2020. In addition, each independent director will receive quarterly cash compensation of $62,500 (or $250,000 in the aggregate per year). For the period from September 8, 2020 through December 31, 2020, the Company incurred approximately $99,000 of director fees which are included in general and administrative expenses – related party on the accompanying statement of operations and accrued expenses on the accompanying balance sheet as of December 31, 2020. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates are reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or their affiliates.

Commitments and Contingencies

Commitments and Contingencies	4 Months Ended
	Dec. 31, 2020
Commitments and Contingencies.
Commitments and Contingencies	Note 5—Commitments and Contingencies Registration Rights The holders of the Alignment Shares, Private Placement Warrants, and Private Placement Warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock into which such securities may convert and that may be issued upon conversion of Working Capital Loans and upon conversion of the Alignment Shares) are entitled to registration rights pursuant to a registration rights agreement. The initial stockholders and holders of the Private Placement Warrants will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45‑day option to purchase up to 7,500,000 additional SAIL SM Securities, consisting of 7,500,000 shares of Class A common stock and 1,875,000 redeemable warrants, to cover any over-allotment, at the initial public offering price less the underwriting discounts and commissions. The warrants that would be issued in connection with the over-allotment SAIL SM Securities are identical to the Public Warrants, subject to certain limited exceptions, and have no net cash settlement provisions. On November 17, 2020, the underwriters exercised the over-allotment option in part to purchase 2,500,000 additional SAIL SM Securities. The underwriters were entitled to an underwriting discount of $0.20 per SAIL SM Security, or $10.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per SAIL SM Security, or $17.5 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement. In connection with the consummation of the sale of SAIL SM Securities pursuant to the over-allotment option exercised on November 17, 2020, the underwriters were entitled to an aggregate of approximately $0.5 million in fees payable upon closing and additional deferred underwriting commissions of approximately $0.9 million. Risks and uncertainties Management continues to evaluate the impact of the COVID‑19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have an 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.

Stockholders' Equity

Stockholders' Equity	4 Months Ended
	Dec. 31, 2020
Stockholders' Equity
Stockholders' Equity	Note 6—Stockholders’ Equity Class A Common Stock — The Company is authorized to issue 700,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of December 31, 2020, there were 52,500,000 shares of Class A common stock outstanding, and 50,435,190 shares of Class A common stock subject to possible redemption, which are classified as temporary equity in the accompanying balance sheet. Class B Common Stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Company’s Class B common stock are entitled to one vote for each share. As of December 31, 2020, 2,625,000 shares of Class B common stock were issued and outstanding, so that the outstanding shares of Class B common stock will represent 5% of the Company’s issued and outstanding shares of Class A common stock after the Initial Public Offering. On November 17, 2020, the underwriters exercised the over-allotment option in part and the Company consummated the sale of SAIL SM Securities pursuant to the over-allotment option. As a result, as of December 31, 2020, 2,625,000 shares of Class B common stock were issued and outstanding. On the last day of each measurement period (as defined below), which will occur annually over ten fiscal years following consummation of an Initial Business Combination (and, with respect to any measurement period in which there is a change of control or in which the Company liquidates, dissolves or winds up, on the business day immediately prior to such event instead of on the last day of such measurement period), 262,500 Alignment Shares will automatically convert, subject to adjustment as described herein, into shares of the Company’s Class A common stock (“conversion shares”), as follows: · if the sum (such sum, the “Total Return”) of (i) the volume weighted average price of the shares of Class A common stock of the last fiscal quarter of the applicable measurement period, as further described in the Company’s registration statement for its Initial Public Offering (the “VWAP”), of shares of the Company’s Class A common stock for such final fiscal quarter in such measurement period and (ii) the amount per share of any dividends or distributions paid or payable to holders of the Company’s Class A common stock on the record date for which is on or prior to the last day of the measurement period does not exceed the Price Threshold (as defined below), the number of conversion shares for such measurement period will be 2,625 shares of Class A common stock; · if the Total Return exceeds the Price Threshold but does not exceed an amount equal to 130% of the Price Threshold, then the number of conversion shares for such measurement period will be the greater of (i) 2,625 shares of Class A common stock and (ii) 20% of the difference between the Total Return and the Price Threshold, multiplied by (A) the sum (such sum (as proportionally adjusted to give effect to any stock splits, stock capitalizations, stock combinations, stock dividends, reorganizations, recapitalizations or any such similar transactions), the “Closing Share Count”) of (x) the number of shares of Class A common stock immediately after the closing of the Initial Public Offering (including any exercise of the underwriters’ over-allotment option) and (y) if in connection with the Initial Business Combination there are issued any shares of Class A Common Stock or securities (other than the Public Warrants and the Private Placement Warrants) issued by the Company and/or any entities that (after giving effect to completion of the Initial Business Combination) are subsidiaries of the Company that are directly or indirectly convertible into or exercisable for shares of Class A common stock, or for a cash settlement value in lieu thereof (“PIPE Securities”), the number of shares of Class A common stock so issued, and the maximum number of shares of Class A common stock issuable (whether settled in shares or in cash) upon conversion or exercise of any such PIPE Securities, divided by (B) the Total Return; and · if the Total Return exceeds an amount equal to 130% of the Price Threshold, then the number of conversion shares for such measurement period will be the greater of (i) 2,625 shares of Class A common stock and (ii) the sum of (x) 20% of the difference between an amount equal to 130% of the Price Threshold and the Price Threshold and (y) 30% of the difference between the Total Return and an amount equal to 130% of the Price Threshold, multiplied by (A) the Closing Share Count, divided by (B) the Total Return. · The term “measurement period” means (i) the period of four fiscal quarters ending with, and including, the last fiscal quarter of the fiscal year in which the Company consummates its Initial Business Combination and (ii) each of the nine successive four-fiscal-quarter periods. · The “Price Threshold” will initially equal $10.00 for the first measurement period and will thereafter be adjusted at the beginning of each subsequent measurement period to be equal to the greater of (i) the Price Threshold for the immediately preceding measurement period and (ii) the VWAP for the immediately preceding measurement period (in each case, as proportionally adjusted to give effect to any stock splits, stock capitalizations, stock combinations, stock dividends, reorganizations, recapitalizations or any such similar transactions). · The foregoing calculations will be based on the Company’s fiscal year and fiscal quarters, which may change as a result of an Initial Business Combination. Each conversion of Alignment Shares will apply to the holders of Alignment Shares on a pro rata basis. If, upon conversion of any Alignment Shares, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of shares of Class A common stock to be issued to such holder. The conversion shares will be deliverable no later than the tenth day following the last day of each applicable measurement period. The conversion shares will be delivered no later than 10:00 a.m., New York City time, on the date of issuance. The Company is required to publicly announce the number of conversion shares to be issued no less than two business days prior to issuance. For so long as any Alignment Shares remain outstanding, the Company may not, without the prior or written consent of the holders of a majority of the Alignment Shares then outstanding, take certain actions such as to (i) amend, alter or repeal any provision of the Company’s amended and restated certificate of incorporation, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Company’s shares of Class B common stock, (ii) change the Company’s fiscal year, (iii) increase the number of directors on the Board, (iv) pay any dividends or effect any split on any of the Company’s capital stock or make any distributions of cash, securities or any other property, (v) adopt any stockholder rights plan, (vi) acquire any entity or business with assets at a purchase price greater than 10% or more of the Company’s total assets measured in accordance with GAAP or the accounting standards then used by the Company in the preparation of its financial statements, (vii) issue any shares of Class A common stock in excess of 5% of the Company’s then outstanding shares of Class B common stock or that would otherwise require a stockholder vote pursuant to the rules of the stock exchange on which the shares of Class A common stock are then listed, (viii) make a rights offering to all or substantially all holders of any class of the Company’s common stock or (iv) issue additional shares of Class B common stock. As a result, the holders of the Alignment Shares may be able to prevent the Company from taking such actions that the Board believes is in the Company’s interest. Preferred Stock — The Company is authorized to issue 10,000,000 shares of preferred stock, par value $0.0001 per share. As of December 31, 2020, there were no shares of preferred stock issued or outstanding. Warrants — No fractional Public Warrants will be issued upon separation of the SAIL SM Securities and only whole Public Warrants will trade. Each whole Public Warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of the Initial Public Offering and 30 days after the completion of the Initial Business Combination, provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The Company has agreed that as soon as practicable, but in no event later than twenty (20) business days after the closing of the Initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the an Initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available . The Public Warrants will expire five years after the completion of an Initial Business Combination, or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of an Initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Stockholders or its affiliates, without taking into account any shares held by the Initial Stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”) (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions), and (z) the VWAP of the shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price . The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may also redeem the Public Warrants, in whole and not in part, at a price of $0.01 per warrant: upon a minimum of 30 days’ prior written notice of redemption, · if, and only if, the last sales price of shares of the Class A common stock equals or exceeds $45.00 per share for any 20 trading days within a 30‑trading day period (the “30‑day trading period”) ending three business days before the Company sends the notice of redemption, and · if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants commencing five business days prior to the 30‑day trading period and continuing each day thereafter until the date of redemption. In addition, when the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants (except with respect to the Private Placement Warrants) in whole and not in part, for the number of shares of Class A common stock determined by reference to the table set forth in the Company’s prospectus relating to the Proposed Offering based on the redemption date and the “fair market value” of the shares of Class A common stock, upon a minimum of 30 days’ prior written notice of redemption and if, and only if, the last sale price of the shares of Class A common stock equals or exceeds $10.00 per share (as adjusted per share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the Public Warrant holders. The “fair market value” of the shares of Class A common stock is the average last reported sale price of the shares of Class A 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 Public Warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a business combination within the Business Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Fair Value Measurements

Fair Value Measurements	4 Months Ended
	Dec. 31, 2020
Fair Value Measurements
Fair Value Measurements	Note 7—Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Quoted Prices Significant Other Significant Other in Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets held in Trust Account: U.S. Treasury Securities maturing May 20, 2021 $ 525,065,532 $ — $ — — — $ 525,065,532 $ — $ — Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the period from September 8, 2020 (inception) through December 31, 2020. Level 1 instruments include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

Income Taxes

Income Taxes	4 Months Ended
	Dec. 31, 2020
Income Taxes
Income Taxes	Note 8—Income Taxes The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. The income tax provision (benefit) consists of the following: December 31, 2020 Current Federal $ 863 State — Deferred Federal (712,182) State — Valuation allowance 712,182 Income tax provision $ 863 The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax assets: Start-up/Organization costs $ 712,182 Total deferred tax assets 712,182 Valuation allowance (712,182) Deferred tax asset, net of allowance $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from September 8, 2020 (date of inception) to December 31, 2020, the valuation allowance was approximately $712,000. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: December 31, 2020 Statutory federal income tax rate 21.0 % Change in valuation allowance (21.0) % Income taxes benefit 0.0 %

Subsequent Events

Subsequent Events	4 Months Ended
	Dec. 31, 2020
Subsequent Events
Subsequent Events	Note 9—Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through March 4 , 2021, the date the financial statements were issued, require potential adjustment to or disclosure in the financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed .

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	4 Months Ended
	Dec. 31, 2020
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying balance sheet is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates .
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company does not have any cash equivalents as of December 31, 2020.
Investments Held in Trust Account	Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
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. As of December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such accounts. The Company’s investments held in the Trust Account as of December 31, 2020 are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities money market funds.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: " Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; " Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and " Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, franchise tax payable and income taxes payable approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events, Accordingly, at December 31, 2020, 50,435,190 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340‑10‑S99‑1. Offering costs consisted of legal, accounting, underwriting fees and other costs that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of December 31, 2020. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. 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 at December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net Income (Loss) Per Share of Common Stock	Net Income (Loss) Per Share of Common Stock Net income (loss) per share is computed by dividing net income by the weighted-average number of common stock outstanding during the periods, reduced for shares subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 24,791,666 shares of the Company’s Class A common stock in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s statement of operations includes a presentation of income (loss) per share for common stock subject to redemption in a manner similar to the two-class method of income (loss) per share. Net income per share of common stock, basic and diluted for shares of Class A common stock is calculated by dividing the income earned on investments held in the Trust Account, net of applicable taxes and working capital amounts available to be withdrawn from the Trust Account, which was approximately $3,000 for the period from September 8, 2020 (inception) through December 31, 2020, by the weighted average number of Class A common stock outstanding for the period. Net loss per share of common stock, basic and diluted for shares of Class B common stock is calculated by dividing the net loss of approximately $3.4 million, less income attributable to Class A common stock by the weighted average number of Class B common stock outstanding for the period.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s balance sheet.

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	4 Months Ended
	Dec. 31, 2020
Fair Value Measurements
Schedule of Company's assets that are measured at fair value on a recurring basis	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Quoted Prices Significant Other Significant Other in Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets held in Trust Account: U.S. Treasury Securities maturing May 20, 2021 $ 525,065,532 $ — $ — — — $ 525,065,532 $ — $ —

Income Taxes (Tables)

Income Taxes (Tables)	4 Months Ended
	Dec. 31, 2020
Income Taxes
Schedule of components of income tax provision (benefit)	December 31, 2020 Current Federal $ 863 State — Deferred Federal (712,182) State — Valuation allowance 712,182 Income tax provision $ 863
Schedule of Company's net deferred tax assets	December 31, 2020 Deferred tax assets: Start-up/Organization costs $ 712,182 Total deferred tax assets 712,182 Valuation allowance (712,182) Deferred tax asset, net of allowance $ —
Schedule of reconciliation of the statutory federal income tax rate (benefit) to the Company's effective tax rate (benefit)	December 31, 2020 Statutory federal income tax rate 21.0 % Change in valuation allowance (21.0) % Income taxes benefit 0.0 %

Description of Organization, _2

Description of Organization, Business Operations and Basis of Presentation (Details)	Nov. 17, 2020UYU ($)shares	Nov. 17, 2020USD ($)$ / sharesshares	Dec. 31, 2020USD ($)$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Offering cost			$ 11,352,835
Percentage of aggregate fair market value of assets			80.00%
Ownership interest to be acquired on post-transaction company			50.00%
Per share value of residual assets in trust account | $ / shares			$ 10
Minimum net tangible assets upon consummation of business combination			$ 5,000,001
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination			100.00%
Maturity term of U.S. government securities			185 days
Operating bank account			$ 4,615,094
Working capital			2,700,000
Working Capital Loans
Subsidiary, Sale of Stock [Line Items]
Outstanding balance of related party note			0
Sponsor
Subsidiary, Sale of Stock [Line Items]
Proceeds from related party loan			300,000
Contribution from sponsor			$ 25,000
SAIL Securities
Subsidiary, Sale of Stock [Line Items]
Share price | $ / shares		$ 10
Gross proceeds		$ 525,000,000
Offering cost		29,800,000
Deferred underwriting commissions		$ 18,400,000
IPO
Subsidiary, Sale of Stock [Line Items]
Sale of securities in initial public offering, gross (in shares) | shares	52,500,000	52,500,000
Share price | $ / shares		$ 10
Gross proceeds		$ 525,000,000
Offering cost	$ 2,500,000	29,800,000
Deferred underwriting commissions		$ 18,400,000
Minimum percentage of shares that can be redeemed without prior consent of the Company			15.00%
Threshold trading days to redeem the shares			10 days
IPO | SAIL Securities
Subsidiary, Sale of Stock [Line Items]
Sale of securities in initial public offering, gross (in shares) | shares	52,500,000	52,500,000
Gross proceeds		$ 525,000,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of securities in initial public offering, gross (in shares) | shares			7,500,000
Deferred underwriting commissions		$ 900,000
Number of warrants to purchase the shares issued (in shares) | shares		333,333
Over-allotment option | SAIL Securities
Subsidiary, Sale of Stock [Line Items]
Sale of securities in initial public offering, gross (in shares) | shares	2,500,000	2,500,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of warrants		$ 17,500,000
Number of warrants to purchase the shares issued (in shares) | shares		11,666,666
Price of warrants | $ / shares		$ 1.50

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details)	4 Months Ended
	Dec. 31, 2020USD ($)shares
Subsidiary, Sale of Stock [Line Items]
Unrecognized tax benefits | $	$ 0
Amounts accrued for the payment of interest and penalties | $	$ 0
Maximum shares subject to forfeiture | shares	250,000
Common stock subject to possible redemption | shares	50,435,190
Class A
Subsidiary, Sale of Stock [Line Items]
Common stock subject to possible redemption | shares	50,435,190
Income earned on investments held in trust account | $	$ 3,000
Class A | Warrants
Subsidiary, Sale of Stock [Line Items]
Shares excluded from calculation of diluted income per share, since their inclusion would be anti-dilutive | shares	24,791,666
Class B
Subsidiary, Sale of Stock [Line Items]
Net loss | $	$ 3,400,000

Initial Public Offering (Detail

Initial Public Offering (Details)	Nov. 17, 2020UYU ($)shares	Nov. 17, 2020USD ($)$ / sharesshares	Dec. 31, 2020USD ($)$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Offering cost | $			$ 11,352,835
Number of shares in a unit			1
Number of warrants in a unit			0.25
Number of shares issuable per warrant (in shares)			1
Class A
Subsidiary, Sale of Stock [Line Items]
Sale of securities in initial public offering, gross (in shares)			7,500,000
Common stock, par value | $ / shares			$ 0.0001
Exercise price of warrants (in dollars per share) | $ / shares			$ 11.50
IPO
Subsidiary, Sale of Stock [Line Items]
Sale of securities in initial public offering, gross (in shares)	52,500,000	52,500,000
Share price | $ / shares		$ 10
Gross proceeds | $		$ 525,000,000
Offering cost	$ 2,500,000	29,800,000
Deferred underwriting commissions | $		$ 18,400,000

Related Party Transactions - Al

Related Party Transactions - Alignment Shares (Details) - USD ($)	Nov. 17, 2020	Sep. 24, 2020	Nov. 30, 2020	Dec. 31, 2020
Related Party Transaction [Line Items]
Proceeds from issuance of common stock				$ 25,000
Aggregate purchase price				$ 25,000
Maximum shares subject to forfeiture				250,000
An affiliate of Sponsor
Related Party Transaction [Line Items]
Proceeds from issuance of common stock		$ 22,500
Share price		$ 0.009
Number of securities upon exercise of over-allotment option		2,587,500
Health Assurance Economy Foundation
Related Party Transaction [Line Items]
Proceeds from issuance of common stock		$ 2,500
Share price		$ 0.009
Number of securities upon exercise of over-allotment option		287,500
Class B
Related Party Transaction [Line Items]
Ordinary shares, par value				$ 0.0001
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders				5.00%
Class B | An affiliate of Sponsor
Related Party Transaction [Line Items]
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination				30 days
Class B | Alignment Shares
Related Party Transaction [Line Items]
Number of shares were no longer subject to forfeiture	125,000
Maximum shares subject to forfeiture			375,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders			20.00%
Class B | Alignment Shares | Sponsor
Related Party Transaction [Line Items]
Number of shares transferred to independent directors			6,469
Number of shares held			2,561,624
Voting rights (as a percent)			20.00%
Over-allotment option | Class B
Related Party Transaction [Line Items]
Number of securities upon exercise of over-allotment option	2,500,000

Related Party Transactions - Pr

Related Party Transactions - Private placement warrants (Details) - USD ($) $ / shares in Units, $ in Millions	Nov. 17, 2020	Dec. 31, 2020
Related Party Transaction [Line Items]
Number of shares issuable per warrant (in shares)		1
Class A
Related Party Transaction [Line Items]
Exercise price of warrants (in dollars per share)		$ 11.50
Private Placement
Related Party Transaction [Line Items]
Number of warrants to purchase the shares issued (in shares)	11,666,666
Price of warrants (in dollars per share)	$ 1.50
Proceeds from Issuance of Warrants	$ 17.5
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days
Private Placement | Class A
Related Party Transaction [Line Items]
Number of shares issuable per warrant (in shares)	1
Exercise price of warrants (in dollars per share)	$ 11.50
Over-allotment option
Related Party Transaction [Line Items]
Number of warrants to purchase the shares issued (in shares)	333,333

Related Party Transactions - Re

Related Party Transactions - Related party loans, Working capital loans, Administrative services and director compensation (Details) - USD ($)	Sep. 24, 2020	Dec. 31, 2020
Sponsor
Related Party Transaction [Line Items]
Proceeds from related party loan		$ 300,000
Expenses per month		10,000
Expenses incurred for office space, secretarial and administrative support		20,000
Independent director
Related Party Transaction [Line Items]
Quarterly cash compensation payable		62,500
Aggregate cash compensation payable per year		250,000
Director fees		99,000
Sponsor
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note	$ 300,000
Outstanding balance of related party note		0
Working Capital Loans
Related Party Transaction [Line Items]
Maximum loans convertible into warrants	$ 1,500,000
Price of warrants (in dollars per share)	$ 1.50
Outstanding balance of related party note		$ 0

Commitments and Contingencies (

Commitments and Contingencies (Details) $ / shares in Units, $ in Millions	Nov. 17, 2020USD ($)shares	Dec. 31, 2020USD ($)item$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Maximum number of demands for registration of securities | item		3
Cash underwriting discount per unit | $ / shares		$ 0.20
Payment of underwriter discount | $		$ 10
Deferred fee per unit | $ / shares		$ 0.35
Deferred underwriting fee payable | $		$ 17.5
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Underwriting option period		45 days
Securities granted | shares		7,500,000
Deferred underwriting fee payable | $	$ 0.5
Deferred underwriting commissions | $	$ 0.9
Class A
Subsidiary, Sale of Stock [Line Items]
Securities granted | shares		7,500,000
Redeemable warrants
Subsidiary, Sale of Stock [Line Items]
Securities granted | shares		1,875,000
Class B | Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of securities upon exercise of over-allotment option | shares	2,500,000

Stockholders' Equity - Common S

Stockholders' Equity - Common Stock (Details)	Nov. 17, 2020shares	Nov. 30, 2020	Dec. 31, 2020Vote$ / sharesshares
Class of Stock [Line Items]
Shares subject to possible redemption, redemption per share			50,435,190
Percent of price threshold, maximum			130.00%
Percent of difference between Total Return and Price Threshold Multiplied			20.00%
Price Threshold, multiplied by (A) the Closing Share Count, divided by (B) the Total Return (in percent)			30.00%
Price Threshold (per share) | $ / shares			$ 10
Percent of total assets measured in accordance with GAAP			10.00%
Percent of Company's Class A common stock to be issued			5.00%
Alignment Shares
Class of Stock [Line Items]
Number of shares automatically convert			262,500
Class A
Class of Stock [Line Items]
Common stock, shares authorized			700,000,000
Common stock, par value | $ / shares			$ 0.0001
Common stock, shares issued			2,064,810
Common stock, shares outstanding			52,500,000
Shares subject to possible redemption, redemption per share			50,435,190
Number of conversion shares for measurement period			2,625
Class B
Class of Stock [Line Items]
Common stock, shares authorized			20,000,000
Common stock, par value | $ / shares			$ 0.0001
Number of votes per share | Vote			1
Common stock, shares issued			2,625,000
Common stock, shares outstanding			2,625,000
Percentage of issued and outstanding shares after the Initial Public Offering			5.00%
Class B | Alignment Shares
Class of Stock [Line Items]
Percentage of issued and outstanding shares after the Initial Public Offering		20.00%
Class B | Over-allotment option
Class of Stock [Line Items]
Number of securities upon exercise of over-allotment option	2,500,000

Stockholders' Equity - Preferre

Stockholders' Equity - Preferred Stock (Details)	Dec. 31, 2020$ / sharesshares
Stockholders' Equity
Preferred stock, shares authorized	10,000,000
Preferred stock, par value | $ / shares	$ 0.0001
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0

Stockholders' Equity - Warrants

Stockholders' Equity - Warrants (Details)	4 Months Ended
	Dec. 31, 2020$ / shares
Class of Warrant or Right [Line Items]
Threshold trading days for calculating volume-weighted average price	20 days
Minimum redemption feature per warrant	$ 0.361
Class A
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share)	$ 11.50
Threshold minimum percentage of gross proceeds on total equity proceeds (as a percent)	60.00%
Threshold trading days for calculating Market Value	10 days
Class A | Maximum
Class of Warrant or Right [Line Items]
Newly Issued Price (in dollars per share)	$ 9.20
Redemption of warrants when price per share of class common stock equals or exceeds $45
Class of Warrant or Right [Line Items]
Threshold number of trading days before sending notice of redemption to warrant holders	30 days
Redemption of Warrants, Class A common stock underlying such warrants commencing five business days prior to the 30 day trading period | Class A
Class of Warrant or Right [Line Items]
Threshold trading days for calculating Market Value	30 days
Public Warrants
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share)	$ 11.50
Warrants exercisable term after the completion of a business combination	12 months
Warrants exercisable term from the closing of the public offering	30 days
Threshold maximum period for filing registration statement after business combination	20 days
Threshold maximum period for registration statement to become effective after business combination	60 days
Redemption price per warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Warrant expiry term	5 years
Public Warrants | Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00
Class of Warrant or Right [Line Items]
Newly Issued Price (in dollars per share)	$ 18
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115.00%
Public Warrants | Redemption of Warrants when price per share of Class A common stock equals or exceeds $10.00
Class of Warrant or Right [Line Items]
Stock price trigger for redemption of warrants (in dollars per share)	$ 10
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	180.00%
Public Warrants | Redemption of warrants when price per share of class common stock equals or exceeds $45
Class of Warrant or Right [Line Items]
Threshold trading days for redemption of warrants	20 days
Threshold number of trading days before sending notice of redemption to warrant holders	30 days
Newly Issued Price (in dollars per share)	$ 45
Private Placement Warrants
Class of Warrant or Right [Line Items]
Threshold consecutive trading days for redemption of warrants	30 days

Fair Value Measurements (Detail

Fair Value Measurements (Details)	4 Months Ended
	Dec. 31, 2020USD ($)
Fair Value Measurements
Transfer of assets from level 1 to level 2	$ 0
Transfer of assets from level 2 to level 1	0
Transfers to / from Level 3	0
Level 1
Fair Value Measurements
Assets held in Trust Account	525,065,532
U.S. Treasury Securities maturing May 20, 2021 | Level 1
Fair Value Measurements
Assets held in Trust Account	$ 525,065,532

Income Taxes - Income tax provi

Income Taxes - Income tax provision (benefit) (Details)	4 Months Ended
	Dec. 31, 2020USD ($)
Current
Federal	$ 863
Deferred
Federal	(712,182)
Valuation allowance	712,182
Income tax provision	$ 863

Income Taxes - Net deferred tax

Income Taxes - Net deferred tax assets (Details)	Dec. 31, 2020USD ($)
Income Taxes
Start-up/Organization costs	$ 712,182
Total deferred tax assets	712,182
Valuation allowance	(712,182)
Deferred tax asset, net of allowance	$ 0

Income Taxes - Effective tax ra

Income Taxes - Effective tax rate Reconciliation (Details)	4 Months Ended
	Dec. 31, 2020
Income Taxes
Statutory federal income tax rate	21.00%
Change in valuation allowance	(21.00%)
Income tax benefit	0.00%