Concord Acquisition (CNDAW) 10-K/A 10 Dec 21 2020 FY Annual report (amended) Financial data

Document And Entity Information

Document And Entity Information - USD ($)	4 Months Ended
	Dec. 31, 2020	Dec. 10, 2021	Jun. 30, 2020
Document Information [Line Items]
Entity Registrant Name	Concord Acquisition Corp
Document Type	10-K/A
Current Fiscal Year End Date	--12-31
Amendment Flag	true
Amendment Description	Concord Acquisition Corp. (the "Company", "we", "our" or "us") is filing this Amendment No. 2 to its Annual Report on Form 10-K (this "Amendment") to amend and restate certain items of its Annual Report on Form 10-K/A (Amendment No. 1) for the period from August 20, 2020 (inception) through December 31, 2020, as amended on May 19, 2021 (the "Original Filing").   In connection with the preparation of the Company's financial statements as of September 30, 2021, the Company's management, in consultation with its advisors, identified an error made in certain of its previously issued financial statements, arising from the manner in which, as of the closing of the Company's initial public offering, the Company valued its Class A common stock subject to possible redemption. The Company previously determined the value of such Class A common stock to be equal to the redemption value of such shares of Class A common stock, after taking into consideration the terms of the Company's Amended and Restated Certificate of Incorporation, under which a redemption cannot result in net tangible assets being less than $5,000,001. Management has now determined, after consultation with its advisors, that the shares of Class A common stock underlying the units issued during the initial public offering can be redeemed or become redeemable subject to the occurrence of future events considered to be outside the Company's control. Therefore, management has concluded that the redemption value of its shares of Class A common stock subject to possible redemption should reflect the possible redemption of all shares of Class A common stock. As a result, management has noted a reclassification error related to temporary equity and permanent equity. This has resulted in a restatement of the initial carrying value of the shares of Class A common stock subject to possible redemption, with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit, shares of Class A common stock, and basic and diluted net loss per share.   As a result, on November 15, 2021, management and the audit committee of the Company's board of directors concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the classification error.   The change in accounting for the Class A common stock subject to possible redemption did not have any impact on our liquidity, cash flows, revenues, or costs of operating our business to the previously reported Financial Statements. The change in accounting for the Class A common stock subject to possible redemption does not impact the amounts previously reported for the Company's cash and cash equivalents, investments held in trust account or total cash flows from operations.   This Amendment presents the Original Filing, amended and restated with modifications as necessary to reflect the restatement. The restatement is more fully described in Note 2 of the notes to the financial statements included herein. In addition, the Risk Factors, Management Discussion & Analysis, Item 8 and Item 9a have been updated to detail further disclosure of the effects and actions taken by management and the Board of Directors.   In addition, new certifications by the Company's principal executive officer and principal financial officer are filed as exhibits (in Exhibits 31.1 and 32.2) to this Amendment.   Except as described above, this Amendment does not amend, update or change any other items or disclosures contained in the Original Filing, and accordingly, this Amendment does not reflect or purport to reflect any information or events occurring after the original filing date or modify or update those disclosures affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company's other filings with the SEC.
Entity Central Index Key	0001824301
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	No
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Dec. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Document Transition Report	false
Entity File Number	001-39770
Entity Incorporation, State or Country Code	DE
Entity Interactive Data Current	Yes
Entity Public Float			$ 0
Entity Ex Transition Period	false
Class A Common Stock
Document Information [Line Items]
Entity common stock, shares outstanding		28,352,000
Class B Common Stock
Document Information [Line Items]
Entity common stock, shares outstanding		6,900,000

Balance Sheet

Balance Sheet	Dec. 31, 2020USD ($)
Current asset:
Cash	$ 1,082,101
Prepaid expense	465,709
Total current assets	1,547,810
Securities held in Trust Account	276,005,942
Total Assets	277,553,752
Current liabilities:
Accounts payable and accrued expenses	100,253
Total current liabilities	100,253
Warrant liability	11,912,642
Total Liabilities	12,012,895
Commitments
Common stock subject to possible redemption, 27,600,000 shares at redemption value	276,000,000
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock value
Additional paid-in capital
Accumulated deficit	(10,459,909)
Total stockholders' deficit	(10,459,143)
Total Liabilities and Stockholders' Deficit	277,553,752
Class A Common Stock
Stockholders' Deficit:
Common stock value	76
Total stockholders' deficit	76
Class B Common Stock
Stockholders' Deficit:
Common stock value	690
Total stockholders' deficit	$ 690

Balance Sheet (Parenthetical)

Balance Sheet (Parenthetical)	Dec. 31, 2020$ / sharesshares
Preferred stock par value (in Dollars per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	200,000,000
Common stock, shares issued	752,000
Common stock, shares outstanding	752,000
Common stock subject to possible redemption	27,600,000
Class B Common Stock
Common stock par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	20,000,000
Common stock, shares issued	6,900,000
Common stock, shares outstanding	6,900,000

Statement of Operations

Statement of Operations	4 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
Income Statement [Abstract]
Formation and operating costs	$ 121,735
Loss from operations	(121,735)
Other income
Change in fair value of warrant liability	138,962
Transaction costs	(254,150)
Interest income	5,942
Total other income/(expense)	(109,246)
Net loss	$ (230,981)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption | shares	27,600,000
Basic and diluted net income per share, Class A common stock subject to possible redemption | $ / shares	$ 0.01
Basic and diluted weighted average shares outstanding, Class A and Class B non-redeemable common stock | shares	7,652,000
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock | $ / shares	$ (0.01)

Statement of Changes in Stockho

Statement of Changes in Stockholders' Deficit - 4 months ended Dec. 31, 2020 - USD ($)	Class A Common Stock	Class B Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Aug. 19, 2020
Balance, shares at Aug. 19, 2020
Class B common stock issued to initial stockholders		$ 690	24,310		25,000
Class B common stock issued to initial stockholders, shares		6,900,000
Sale of 752,000 Units on December 10, 2020	$ 76		7,519,924		7,520,000
Sale of 752,000 Units on December 10, 2020, shares	752,000
Net offering costs			(5,721,558)		(5,721,558)
Initial fair value of warrant liability			(12,051,604)		(12,051,604)
Net loss				(230,981)	(230,981)
Reclassification of Additional Paid-in Capital to Accumulated Deficit			10,228,928	(10,228,928)
Balance at Dec. 31, 2020	$ 76	$ 690		$ (10,459,909)	$ (10,459,143)
Balance (in Shares) at Dec. 31, 2020	752,000	6,900,000

Statement of Changes in Stock_2

Statement of Changes in Stockholders' Deficit (Parenthetical)	Dec. 31, 2020shares
Statement of Stockholders' Equity [Abstract]
Sale of units	752,000

Statement of Cash Flows

Statement of Cash Flows	4 Months Ended
	Dec. 31, 2020USD ($)
Cash flows from operating activities:
Net loss	$ (230,981)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of interest on debt securities held in Trust Account	(5,942)
Transaction costs	254,150
Change in fair value of warrant liability	(138,962)
Changes in operating assets and liabilities:
Prepaid assets	(465,709)
Accounts payable and accrued expenses	100,253
Net cash used in operating activities	(487,191)
Cash flows from investing activities:
Purchase of investment held in Trust Account	(276,000,000)
Net cash used in investing activities	(276,000,000)
Cash flows from financing activities:
Proceeds from sale of common stock to initial stockholders	25,000
Proceeds from sale of Units, net of underwriters’ discount	270,480,000
Proceeds from sale of Private Placement Units	7,520,000
Proceeds from note payable-related party	200,000
Repayment of note payable-related party	(200,000)
Payment of offering costs	(455,708)
Net cash provided by financing activities	277,569,292
Net change in cash	1,082,101
Cash, beginning of the period
Cash, end of period	1,082,101
Non-cash investing and financing transactions:
Initial value of Class A common stock subject to possible redemption	276,000,000
Initial value of warrant liability	$ 12,051,604

Organization and Business Opera

Organization and Business Operations	4 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Organization and Business Operations	Note 1 – Organization and Business Operations Organization and General Concord Acquisition Corp (the "Company") is a newly organized blank check company incorporated as a Delaware corporation on August 20, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses ("Business Combination"). The Company has selected December 31 as its fiscal year end. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from August 20, 2020 (inception) through December 31, 2020 relates to the Company's formation and the Initial Public Offering (as defined below). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company's sponsor is Concord Sponsor Group LLC, a Delaware limited liability company (the "Sponsor"). The registration statements for the Initial Public Offering were declared effective by the U.S. Securities and Exchange Commission (the "SEC") on December 7, 2020 (the "Effective Date"). On December 10, 2020, the Company consummated the initial public offering (the "Initial Public Offering" or "IPO") of 27,600,000 units (the "Units" and, with respect to the shares of Class A common stock included in the Units sold, the "public shares"), including the issuance of 3,600,000 Units as a result of the exercise in full of the underwriters' over-allotment option, at $10.00 per Unit, generating gross proceeds of $276,000,000, which is discussed in Note 4. Simultaneously with the closing of the IPO, the Company consummated the private placement of 510,289 units to the Sponsor and 241,711 units to CA Co-Investment LLC (an affiliate of one of the underwriters of the IPO) ("CA Co-Investment") (together, the "Private Units"), each at a price of $10.00 per Private Unit, generating total proceeds of $7,520,000, which is described in Note 5. Transaction costs amounted to $5,975,708, consisting of $5,520,000 of underwriting discount and $455,708 of other offering costs. Following the closing of the IPO, an aggregate of $10.00 per Unit sold in the IPO was held in a trust account ("Trust Account") and may only be invested in United States "government securities" within the meaning of Section 2(a) (16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions of Rule 2a-7 promulgated under the Investment Company Act which only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the Private Units will not be released from the Trust Account until the earliest of (a) the completion of the Company's initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company's amended and restated certificate of incorporation (i) to modify the substance or timing of the Company's obligation to allow redemptions in connection with its initial Business Combination or to redeem 100% of the public shares if the Company does not complete its initial Business Combination within 18 months from the closing of the IPO or any Extension Period (as defined below) or (ii) with respect to any other provision relating to stockholders' rights or pre-initial Business Combination activity, and (c) the redemption of the Company's public shares if the Company is unable to complete the initial Business Combination within 18 months from the closing of the IPO or any Extension Period, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company's creditors which would have higher priority than the claims of the Company's public stockholders. Initial Business Combination The Company's Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (net of taxes payable) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata share of the aggregate amount then on deposit in the Trust Account (initially approximately $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The shares of common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have 18 months (or 24 months if the Company extends the period of time to consummate a Business Combination) from the closing of the IPO to consummate a Business Combination (the "Combination Period"). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate. The initial stockholders, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with a stockholder vote to approve an amendment to the Company's amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if the Company fails to complete the initial business combination within the Combination Period. The Company's Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company's indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company's Sponsor's only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Liquidity and Capital Resources As of December 31, 2020, we had cash of $1,082,101 held outside of the Trust Account and available for working capital purposes. The Company does not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. Risks and Uncertainties On January 30, 2020, the World Health Organization ("WHO") announced a global health emergency because of a new strain of coronavirus (the "COVID-19 outbreak"). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company's financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company's financial position may be materially adversely affected. Additionally, the Company's ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company's ability to have meetings with potential investors or affect the ability of a potential target company's personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. The Company's ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	4 Months Ended
	Dec. 31, 2020
Condensed Financial Information Disclosure [Abstract]
Restatement of Previously issued Financial Statements	Note 2 – Restatement of Previously issued Financial Statements Amendment 1 On April 12, 2021, the Staff of the SEC issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled "Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies ("SPACs")" (the "SEC Statement"). In response to the SEC Statement, we re-evaluated the accounting for our warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity's Own Equity, and concluded that they do not meet the criteria to be classified in shareholders' equity. Since the warrants meet the definition of a derivative under ASC 815-40, we restated the financial statements to classify the warrants as liabilities on the balance sheet at fair value, with subsequent changes in their respective fair values recognized in the statement of operations at each reporting date in Amendment No. 1 on Form 10-K/A for the period of December 31, 2020. Amendment 2 In the Company's previously issued financial statements, a portion of the public shares were classified as permanent equity to maintain stockholders' equity greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001, pursuant to the Company's governing documents. Thus, the Company can only complete a merger and continue to exist as a public company if there are sufficient public shares that do not redeem at the merger. As such, the Company had determined that it was appropriate to classify the portion of its public shares required to keep its stockholders' equity above the $5,000,000 threshold as "shares not subject to redemption." In light of recent comment letters issued by the Securities & Exchange Commission ("SEC") to several special purpose acquisition companies, management re-evaluated the Company's application of ASC 480-10-S99 to its accounting classification of public shares. Upon re-evaluation, management determined that the public shares include certain provisions that require classification of the public shares as temporary equity regardless of the minimum net tangible assets required by the Company to complete its initial business combination. In accordance with SEC Staff Accounting Bulletin No. 99, "Materiality," and SEC Staff Accounting Bulletin No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;" the Company evaluated the changes and has determined that the related impacts were material to previously presented financial statements. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements impacted should be restated to report all public shares as temporary equity. The Company is restating the December 31, 2020 annual financial statements included in the Company's Amendment No. 1 to our Annual Report on Form 10-K/A in this Annual Report as shown below. The impact to the financial statements follows: As Reported Restatement Adjustment As Restated Balance Sheet as of December 31, 2020 Common Stock subject to possible redemption $ 260,540,850 $ 15,459,150 $ 276,000,000 Class A common stock, $0.0001 par value $ 231 $ (155 ) $ 76 Additional paid-in capital $ 5,230,067 $ (5,230,067 ) $ - Accumulated deficit $ (230,981 ) $ (10,228,928 ) $ (10,459,909 ) Total stockholders' equity (deficit) $ 5,000,007 $ (15,459,150 ) $ (10,459,143 ) Number of shares of common stock subject to redemption 26,054,085 1,545,915 27,600,000 Class A common stock 2,297,915 (1,545,915 ) 752,000 As Reported Restatement Adjustment As Restated Statement of Operations for the period from August 20, 2020 (inception) through December 31, 2020 Basic and diluted weighted average shares outstanding, Class A common shares subject to possible redemption 4,113,335 23,486,665 27,600,000 Basic and diluted weighted average shares outstanding, Class A and Class B common stock 6,505,401 1,146,599 7,652,000 Basic and diluted net loss per share, Class A common stock subject to possible redemption $ (0.04 ) $ 0.03 $ (0.01 ) Basic and diluted net loss per share, Class A and Class B non-redeemable common stock $ - $ (0.01 ) $ (0.01 ) As Reported Restatement Adjustment As Restated Statement of Changes in Stockholders' Equity for the period from August 20, 2020 (inception) through December 31, 2020 Sale of 28,352,000 Units on December 10, 2020, net of warrant liability initial fair value Shares 28,352,000 (27,600,000 ) 752,000 Sale of 28,352,000 Units on December 10, 2020, net of warrant liability initial fair value Amount $ 2,835 $ (2,759 ) $ 76 Sale of 28,352,000 Units on December 10, 2020, net of warrant liability initial fair value Additional Paid-in Capital 271,465,561 (263,945,637 ) 7,519,924 Class A common stock subject to possible redemption Shares (26,054,085 ) 26,054,085 - Class A common stock subject to possible redemption Amount (2,604 ) 2,604 - Class A common stock subject to possible redemption Additional Paid-in Capital (260,538,246 ) 260,538,246 - Class A common stock Shares (Balance as of December 31, 2020) 2,297,915 (1,545,915 ) 752,000 Class A common stock Amount (Balance as of December 31, 2020) $ 231 $ (155 ) $ 76 Additional paid-in-capital (Balance as of December 31, 2020) 5,230,067 (5,230,067 ) - Accumulated deficit (Balance as of December 31, 2020) (230,981 ) (10,228,928 ) (10,459,909 ) Total stockholders' equity (deficit) (Balance as of December 31, 2020) 5,000,007 (15,459,150 ) (10,459,143 ) As Reported per Amendment No.1 Restatement Adjustment As Restated Statement of Cash Flows for the period from August 20, 2020 (inception) through December 31, 2020 Supplemental disclosure of cash flow information: Initial value of Class A common stock subject to possible redemption $ 260,511,240 $ 15,488,760 $ 276,000,000 Change in value of Class A common stock subject to possible redemption $ 29,610 $ (29,610 ) $ - Year-end value of common stock subject to possible conversion $ 260,540,850 $ 15,459,150 $ 276,000,000

Summary of Significant Accounti

Summary of Significant Accounting Policies	4 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 3 – Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2020. Investment Held in Trust Account Investment held in Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on December 31, 2020, offering costs totaling $5,975,708 (consisting of $5,520,000 of underwriting discount and $455,708 of other offering costs) were recognized with $254,150 which was allocated to the Public Warrants and Private Warrants, included in the statement of operations as a component of other income/(expense) and $5,721,558 included in stockholders’ equity. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Warrant Liability The Company accounts for the Warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own common stock and whether the holders of the Warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and as of each subsequent quarterly period end date while the Warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, such warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, liability-classified warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of such warrants are recognized as a non-cash gain or loss on the statements of operations. Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of December 31, 2020 due to the short maturities of such instruments. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is 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) is classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s shares of Class A common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Loss Per Common Share (Restated, see Note 2 - Amendment 2) The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. Private and public warrants to purchase 14,176,000 Class A common stock at $11.50 per share were issued on December 7, 2020. No warrants were exercised during the period August 20, 2020 (inception) through December 31, 2020. The calculation of diluted income per common share does not consider the effect of the warrants issued in connection with the IPO since the exercise of the warrants would be anti-dilutive. As a result, diluted net loss per common share is the same as basic net loss per common share for the period. For the Year ended December 31, 2020 Class A Class A and Basic and diluted net loss per share Numerator: Allocation of net loss $ (184,785 ) $ (46,196 ) Denominator Weighted-average shares outstanding 27,600,000 7,652,000 Basic and diluted net loss per share $ (0.01 ) $ (0.01 ) Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	4 Months Ended
	Dec. 31, 2020
Initial Public Offering [Abstract]
Initial Public Offering	Note 4 – Initial Public Offering Pursuant to the IPO, the Company sold 27,600,000 Units, at a purchase price of $10.00 per Unit, including 3,600,000 Units issued pursuant to the exercise in full of the underwriters’ over-allotment option. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant. Each whole warrant will entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). Each warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. Warrants Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The private placement warrants issued to CA Co-Investment will not be exercisable more than five years from the commencement of sales in the IPO in accordance with FINRA Rule 5110(g)(8). The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. Once the warrants become exercisable, the Company may call the warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders. If the Company calls the warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” shall mean the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is sent to the warrant agent. In addition, commencing 90 days after the warrants become exercisable, the Company may redeem the outstanding public warrants: ● in whole and not in part; ● at a price of $0.10 per warrant provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to an agreed table; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock 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 warrant holders; and ● if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. The “fair market value” of the Class A common stock for such purposes shall mean the average last reported sale price of the Class A common stock for the ten trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. 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).

Private Placement

Private Placement	4 Months Ended
	Dec. 31, 2020
Private Placement Disclosure [Abstract]
Private Placement	Note 5 – Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 510,289 Private Units (including 48,858 Private Units as a result of the exercise in full of the underwriters' over-allotment option) and CA Co-Investment purchased an aggregate of 241,711 Private Units (including 23,142 Private Units as a result of the exercise in full of the underwriters' over-allotment option), at a price of $10.00 per Private Unit, for an aggregate purchase price of $7,520,000. A portion of the proceeds from the Private Units were added to the net proceeds from the IPO held in the Trust Account. The Company's initial stockholders, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares, private placement shares and public shares in connection with the completion of the Company's initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares, private placement shares and public shares in connection with a stockholder vote to approve an amendment to the Company's amended and restated certificate of incorporation (A) to modify the substance or timing of the Company's obligation to offer redemption rights in connection with any proposed initial Business Combination or certain amendments to the Company's charter prior thereto or to redeem 100% of the Company's public shares if the Company does not complete its initial Business Combination within 18 months (or 24 months if the Company extends the period of time to consummate a Business Combination) from the closing of the IPO or (B) with respect to any other provision relating to stockholders' rights or pre-initial Business Combination activity, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and private placement shares if the Company fails to complete its initial Business Combination within 18 months (or 24 months if the Company extends the period of time to consummate a Business Combination) from the closing of the IPO. In addition, the Company's initial stockholders, officers and directors have agreed to vote any Founder Shares, private placement shares and any public shares in favor of the Company's initial Business Combination.

Related Party Transactions

Related Party Transactions	4 Months Ended
	Dec. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Note 6 – Related Party Transactions Founder Shares In September 2020, the Company's initial stockholders purchased an aggregate of 7,187,500 shares of Class B common stock (the "Founder Shares") for a capital contribution of $25,000. The Sponsor and CA Co-Investment purchased 5,675,000 and 1,437,500 of the Founder Shares, respectively, and each of the Company's three independent director nominees purchased 25,000 of the Founder Shares. On December 2, 2020, the Sponsor forfeited 1,150,000 Founder Shares and CA Co-Investment forfeited 287,500 Founder Shares, such that the initial stockholders owned an aggregate of 5,750,000 Founder Shares. On December 7, 2020, the Company effected a stock dividend of 1,150,000 shares with respect to the Company's Class B common stock, resulting in the Company's initial stockholders holding an aggregate of 6,900,000 Founder Shares. The Founder Shares include an aggregate of up to 900,000 shares that were subject to forfeiture if the over-allotment option was not exercised in full by the underwriters so that the number of Founder Shares would equal 20% of the Company's issued and outstanding common stocks after the IPO. On December 10, 2020, the underwriters fully exercised their over-allotment option, such that the 900,000 Founder Shares are no longer subject to forfeiture. With certain limited exceptions, the Founder Shares are not transferable, assignable or salable (except to the Company's officers and directors and other persons or entities affiliated with the initial stockholders, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of the initial Business Combination, (B) subsequent to the initial Business Combination, (x) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company's public stockholders having the right to exchange their shares of common stock for cash, securities or other property or (y) if the last reported sale price of the Company's Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination. Promissory Note — Related Party The Company's Sponsor agreed to loan the Company an aggregate of up to $200,000 to be used for a portion of the expenses of the IPO. The loan was non-interest bearing, unsecured and was due at the earlier of December 31, 2020 or the closing of the IPO. As of December 10, 2020, the Sponsor had loaned to the Company an aggregate of $200,000 under the promissory note to pay for formation costs and a portion of the expenses of the IPO. The loan was repaid at the closing of the IPO out of the offering proceeds not held in the Trust Account. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company's officers and directors may, but are not obligated to, loan the Company funds as may be required ("Working Capital Loans"). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into units at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Units issued to sponsors. At December 31, 2020, no such Working Capital Loans were outstanding. Related Party Extension Loans The Company will have up to 18 months from December 10, 2020 to consummate an initial Business Combination. However, if the Company anticipates that it may not be able to consummate its initial Business Combination within 18 months, the Company may, by resolution of its board of directors if requested by the Sponsor, extend the period of time to consummate a Business Combination one time, by an additional six months (for a total of up to 24 months to complete a Business Combination), subject to the Sponsor depositing additional funds into the Trust Account as set out below (an "Extension Period"). The Company's stockholders will not be entitled to vote or redeem their shares in connection with any such extension. Pursuant to the terms of the Company's amended and restated certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company on December 7, 2020, in order for the time available for the Company to consummate its initial Business Combination to be extended for such six-month period, the Company's Sponsor or its affiliates or designees, upon five days advance notice prior to the 18-month deadline, must deposit into the Trust Account $2,760,000 ($0.10 per unit sold in the IPO) on or prior to the date of the applicable deadline, for the six-month extension. Any such payment would be made in the form of a non-interest bearing loan. Such loan may be converted into units at the price of $10.00 per unit at the option of the lender at the time of the Business Combination. The units would be identical to the Private Units issued to the Company's Sponsors. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete its initial Business Combination. If the Company is unable to consummate an initial Business Combination within such time period, it will redeem 100% of its issued and outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein, and then seek to dissolve and liquidate. Administrative Support Agreement The Company has agreed to pay an affiliate of its Sponsor, commencing on the date of the closing of the IPO, a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Company's Business Combination or its liquidation, the Company will cease paying these monthly fees. As of December 31, 2020, the Company has paid an aggregate of $7,742.

Recurring Fair Value Measuremen

Recurring Fair Value Measurements	4 Months Ended
	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Recurring Fair Value Measurements	Note 7 – Recurring Fair Value Measurements Investment Held in Trust Account As of December 31, 2020, investment in the Company’s Trust Account consisted of $10,695 in U.S. Money Market and $275,995,247 in U.S. Treasury Securities. All of the U.S. Treasury Securities matured on January 12, 2021 and were reinvested into short-term U.S Treasury Securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC 320 “Investments — Debt and Equity Securities”. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2020 are as follows: Amortized Gross Gross Fair Value U.S. Money Market $ 10,695 $ - $ - $ 10,695 U.S. Treasury Securities 275,995,247 1,993 - 275,997,240 $ 276,005,942 $ 1,993 $ - $ 276,007,935 Recurring Fair Value Measurements The following table presents fair value information as of December 31, 2020 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments consist of U. S. Money Market funds or U.S. Treasury Securities, fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the warrant liability is classified within Level 3 of the fair value hierarchy. For the period ending December 31, 2020 there were no transfers into or out of Level 3 classification. The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis: Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Assets Investments held in Trust Account—U.S. Money Market $ 10,695 $ — $ — Investments held in Trust Account—U.S. Treasury $ 275,997,240 $ — $ — Liabilities Public Warrants $ — $ — $ 11,593,380 Private Warrants $ — $ — $ 319,262 Measurement The Company established the initial fair value for the Warrants on December 10, 2020, the date of the consummation of the Company’s IPO. On December 31, 2020 the fair value was remeasured. For both periods, neither the Public Warrants nor the Private Warrants were separately traded on an open market. As such, the Company used a Black-Scholes-Merton model to value the Public Warrants and the Private Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-half of one Public Warrant), (ii) the sale of Private Warrants, and (iii) the issuance of Class B common stock, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption (temporary equity), Class A common stock (permanent equity) and Class B common stock (permanent equity) based on their relative fair values at the initial measurement date. The Warrants were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. The key inputs into the Black-Scholes-Merton model were as follows at initial measurement and at December 31, 2020: Input December 10, December 31, Common stock price $ 9.58 $ 9.58 Expected term (years) 6.00 5.94 Expected volatility (Public Warrants) 15.0 % 15.0 % Expected volatility (Private Warrants) 15.1 % 15.1 % Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 0.52 % 0.50 % The change in the fair value of the warrant liabilities for the period ended December 31, 2020 is summarized as follows: Fair value at issuance December 10, 2020 $ 12,051,604 Change in fair value (138,962 ) Fair Value at December 31, 2020 $ 11,912,642

Commitments

Commitments	4 Months Ended
	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments	Note 8 – Commitments Registration Rights The holders of the Founder Shares, Private Units, private placement warrants, and warrants that may be issued upon conversion of Working Capital Loans or the Extension Loan have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement entered into in connection with the consummation of the IPO. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers 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. Underwriting Agreement The underwriters had a 45-day option from the date of the IPO to purchase up to an additional 3,600,000 Units to cover over-allotments. On December 10, 2020, the underwriters fully exercised their over-allotment option and purchased an additional 3,600,000 Units. On December 10, 2020, the underwriters were paid a cash underwriting discount of $5,520,000, or $0.20 per Unit, of the gross proceeds of the IPO. Business Combination Marketing Agreement The Company has engaged the underwriters as advisors in connection with business combination to assist the Company in holding meetings with its stockholders to discuss the potential business combination and the target business's attributes, introduce the Company to potential investors that are interested in purchasing the securities in connection with the potential business combination, assist the Company in obtaining stockholder approval for the business combination and assist with its press releases and public filings in connection with the business combination. The will pay the underwriters a fee (the "Marketing Fee") for such services upon the consummation of an initial business combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of the IPO, or $9,660,000.

Stockholders_ Equity (Restated,

Stockholders’ Equity (Restated, see Note 2 - Amendment 2)	4 Months Ended
	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
Stockholders’ Equity (Restated, see Note 2 - Amendment 2)	Note 9 – Stockholders’ Equity (Restated, see Note 2 - Amendment 2) Preferred Stock Class A Common Stock Class B Common Stock The Company’s initial stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell their Founder Shares until the earlier to occur of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the last reported sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO (not including the shares of Class A common stock underlying the Private Placement Units) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (net of the number of shares of Class A common stock redeemed in connection with the initial Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote.

Income Tax

Income Tax	4 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income Tax	Note 10 – Income Tax The Company's net deferred tax assets are as follows: December 31, Deferred tax asset Organizational costs/Startup expenses $ 10,177 Federal net operating loss 14,140 Total deferred tax asset 24,317 Valuation allowance (24,317 ) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: December 31, Federal Current $ — Deferred 24,317 State Current — Deferred — Change in valuation allowance (24,317 ) Income tax provision $ — As of December 31, 2020, the Company has $67,332 of U.S. federal net operating loss carryovers, which do not expire, and no state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from 2020 (inception) through December 31, 2020, the change in the valuation allowance was $ A reconciliation of the federal income tax rate to the Company's effective tax rate at December 31, 2020 is as follows: Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Transaction costs (23.1 )% Change in fair value of the warrant liability 12.6 % Change in valuation allowance (10.5 )% Income tax provision - % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

Subsequent Events

Subsequent Events	4 Months Ended
	Dec. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 11 – Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Significant Accounting Policies

Significant Accounting Policies (Policies)	4 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements of the Company is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America ("US GAAP") and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows.
Emerging Growth Company	Emerging Growth Company The Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended, (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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company's financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2020.
Investment Held in Trust Account	Investment Held in Trust Account Investment held in Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 "Investments - Debt and Equity Securities." Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities' fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the "interest income" line item in the statements of operations. Interest income is recognized when earned.
Offering Costs Associated with IPO	Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin ("SAB") Topic 5A—"Expenses of Offering". Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering. Offering costs are charged to stockholders' equity or the statement of operations based on the relative value of the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on December 31, 2020, offering costs totaling $5,975,708 (consisting of $5,520,000 of underwriting discount and $455,708 of other offering costs) were recognized with $254,150 which was allocated to the Public Warrants and Private Warrants, included in the statement of operations as a component of other income/(expense) and $5,721,558 included in stockholders' equity.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company's assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board ("FASB") ASC 820, "Fair Value Measurements and Disclosures," approximates the carrying amounts represented in the balance sheet.
Warrant Liability	Warrant Liability The Company accounts for the Warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and applicable authoritative guidance in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and Hedging ("ASC 815"). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company's own common stock and whether the holders of the Warrants could potentially require "net cash settlement" in a circumstance outside of the Company's control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and as of each subsequent quarterly period end date while the Warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, such warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, liability-classified warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of such warrants are recognized as a non-cash gain or loss on the statements of operations.
Fair Value Measurements	Fair Value Measurements FASB ASC Topic 820 "Fair Value Measurements and Disclosures" ("ASC 820") defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company's assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company's certain assets and liabilities, which qualify as financial instruments under ASC 820, "Fair Value Measurements and Disclosures," approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of December 31, 2020 due to the short maturities of such instruments.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Common Stock Subject to Possible Redemption (Restated – See Note 2 – Amendment 2)	Common Stock Subject to Possible Redemption (Restated – See Note 2 – Amendment 2) The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is 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) is classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s shares of Class A common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes ("ASC 740"). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only "major" tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Loss Per Common Share (Restated, see Note 2 - Amendment 2)	Net Loss Per Common Share (Restated, see Note 2 - Amendment 2) The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. Private and public warrants to purchase 14,176,000 Class A common stock at $11.50 per share were issued on December 7, 2020. No warrants were exercised during the period August 20, 2020 (inception) through December 31, 2020. The calculation of diluted income per common share does not consider the effect of the warrants issued in connection with the IPO since the exercise of the warrants would be anti-dilutive. As a result, diluted net loss per common share is the same as basic net loss per common share for the period. For the Year ended December 31, 2020 Class A Class A and Basic and diluted net loss per share Numerator: Allocation of net loss $ (184,785 ) $ (46,196 ) Denominator Weighted-average shares outstanding 27,600,000 7,652,000 Basic and diluted net loss per share $ (0.01 ) $ (0.01 )
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's financial statements.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	4 Months Ended
	Dec. 31, 2020
Condensed Financial Information Disclosure [Abstract]
Schedule of effect of restatement on financial statement line item	As Reported Restatement Adjustment As Restated Balance Sheet as of December 31, 2020 Common Stock subject to possible redemption $ 260,540,850 $ 15,459,150 $ 276,000,000 Class A common stock, $0.0001 par value $ 231 $ (155 ) $ 76 Additional paid-in capital $ 5,230,067 $ (5,230,067 ) $ - Accumulated deficit $ (230,981 ) $ (10,228,928 ) $ (10,459,909 ) Total stockholders’ equity (deficit) $ 5,000,007 $ (15,459,150 ) $ (10,459,143 ) Number of shares of common stock subject to redemption 26,054,085 1,545,915 27,600,000 Class A common stock 2,297,915 (1,545,915 ) 752,000 As Reported Restatement Adjustment As Restated Statement of Operations for the period from August 20, 2020 (inception) through December 31, 2020 Basic and diluted weighted average shares outstanding, Class A common shares subject to possible redemption 4,113,335 23,486,665 27,600,000 Basic and diluted weighted average shares outstanding, Class A and Class B common stock 6,505,401 1,146,599 7,652,000 Basic and diluted net loss per share, Class A common stock subject to possible redemption $ (0.04 ) $ 0.03 $ (0.01 ) Basic and diluted net loss per share, Class A and Class B non-redeemable common stock $ - $ (0.01 ) $ (0.01 ) As Reported Restatement Adjustment As Restated Statement of Changes in Stockholders’ Equity for the period from August 20, 2020 (inception) through December 31, 2020 Sale of 28,352,000 Units on December 10, 2020, net of warrant liability initial fair value Shares 28,352,000 (27,600,000 ) 752,000 Sale of 28,352,000 Units on December 10, 2020, net of warrant liability initial fair value Amount $ 2,835 $ (2,759 ) $ 76 Sale of 28,352,000 Units on December 10, 2020, net of warrant liability initial fair value Additional Paid-in Capital 271,465,561 (263,945,637 ) 7,519,924 Class A common stock subject to possible redemption Shares (26,054,085 ) 26,054,085 - Class A common stock subject to possible redemption Amount (2,604 ) 2,604 - Class A common stock subject to possible redemption Additional Paid-in Capital (260,538,246 ) 260,538,246 - Class A common stock Shares (Balance as of December 31, 2020) 2,297,915 (1,545,915 ) 752,000 Class A common stock Amount (Balance as of December 31, 2020) $ 231 $ (155 ) $ 76 Additional paid-in-capital (Balance as of December 31, 2020) 5,230,067 (5,230,067 ) - Accumulated deficit (Balance as of December 31, 2020) (230,981 ) (10,228,928 ) (10,459,909 ) Total stockholders’ equity (deficit) (Balance as of December 31, 2020) 5,000,007 (15,459,150 ) (10,459,143 ) As Reported per Amendment No.1 Restatement Adjustment As Restated Statement of Cash Flows for the period from August 20, 2020 (inception) through December 31, 2020 Supplemental disclosure of cash flow information: Initial value of Class A common stock subject to possible redemption $ 260,511,240 $ 15,488,760 $ 276,000,000 Change in value of Class A common stock subject to possible redemption $ 29,610 $ (29,610 ) $ - Year-end value of common stock subject to possible conversion $ 260,540,850 $ 15,459,150 $ 276,000,000

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	4 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Schedule of basic and diluted loss per share	For the Year ended December 31, 2020 Class A Class A and Basic and diluted net loss per share Numerator: Allocation of net loss $ (184,785 ) $ (46,196 ) Denominator Weighted-average shares outstanding 27,600,000 7,652,000 Basic and diluted net loss per share $ (0.01 ) $ (0.01 )

Recurring Fair Value Measurem_2

Recurring Fair Value Measurements (Tables)	4 Months Ended
	Dec. 31, 2020
Recurring Fair Value Measurements Tables Abstract
Schedule of investment held in trust sccount	Amortized Gross Gross Fair Value U.S. Money Market $ 10,695 $ - $ - $ 10,695 U.S. Treasury Securities 275,995,247 1,993 - 275,997,240 $ 276,005,942 $ 1,993 $ - $ 276,007,935
Schedule of black-scholes-merton model initial measurement	Input December 10, December 31, Common stock price $ 9.58 $ 9.58 Expected term (years) 6.00 5.94 Expected volatility (Public Warrants) 15.0 % 15.0 % Expected volatility (Private Warrants) 15.1 % 15.1 % Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 0.52 % 0.50 %
Schedule of fair value warrant liabilities	Fair value at issuance December 10, 2020 $ 12,051,604 Change in fair value (138,962 ) Fair Value at December 31, 2020 $ 11,912,642

Income Tax (Tables)

Income Tax (Tables)	4 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Schedule of net deferred tax assets	December 31, Deferred tax asset Organizational costs/Startup expenses $ 10,177 Federal net operating loss 14,140 Total deferred tax asset 24,317 Valuation allowance (24,317 ) Deferred tax asset, net of allowance $ —
Schedule of income tax provision	December 31, Federal Current $ — Deferred 24,317 State Current — Deferred — Change in valuation allowance (24,317 ) Income tax provision $ —
Schedule of federal income tax rate to effective tax rate	Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Transaction costs (23.1 )% Change in fair value of the warrant liability 12.6 % Change in valuation allowance (10.5 )% Income tax provision - %

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)	Dec. 10, 2020	Dec. 31, 2020
Organization and Business Operations (Textual)
Transaction costs		$ 254,150
Transaction costs including offering cost		$ 5,721,558
Underwriting discount	$ 5,520,000
Fair market value percentage		80.00%
Aggregate per unit sold		$ 10
Trust account per share (in Dollars per share)		$ 10
Net tangible assets (in Dollars)		$ 5,000,001
Dissolution expenses (in Dollars)		100,000
Cash		$ 1,082,101
Business Acquisition [Member]
Organization and Business Operations (Textual)
Business acquisition voting interests		50.00%
Redeem percentage		100.00%
Business Acquisition [Member]
Organization and Business Operations (Textual)
Business combination reason		The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.
Over-Allotment Option [Member]
Organization and Business Operations (Textual)
Sale of stock		23,142
Price per unit (in Dollars per share)	$ 10
Generating gross proceeds	$ 276,000,000
Private Placement [Member]
Organization and Business Operations (Textual)
Price per unit (in Dollars per share)		$ 10
Private Placement [Member] | Class A Common Stock [Member]
Organization and Business Operations (Textual)
Generating gross proceeds		$ 7,520,000
IPO [Member]
Organization and Business Operations (Textual)
Sale of stock	27,600,000	241,711
Price per unit (in Dollars per share)		$ 10
Transaction costs		$ 5,975,708
Underwriting discount		5,520,000
Other offering costs		$ 455,708
IPO [Member] | Class A Common Stock [Member]
Organization and Business Operations (Textual)
Sale of stock	3,600,000
Sponsor [Member] | Over-Allotment Option [Member]
Organization and Business Operations (Textual)
Sale of stock		510,289
CACoInvestmentLLC [Member]
Organization and Business Operations (Textual)
Sale of stock		241,711

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details) - USD ($)	4 Months Ended
	Dec. 31, 2020	Aug. 19, 2020
Additional paid-in capital
Accumulated deficit	(10,459,909)
Total stockholders’ equity (deficit)	$ (10,459,143)
Basic and diluted weighted average shares outstanding, Class A and Class B common stock	7,652,000
Basic and diluted net loss per share, Class A common stock subject to possible redemption	$ (0.01)
Sale of 28,352,000 Units on December 10, 2020, net of warrant liability initial fair value Amount	$ 7,520,000
Sale of 28,352,000 Units on December 10, 2020, net of warrant liability initial fair value Additional Paid-in Capital	25,000
Supplemental disclosure of cash flow information:
Initial value of Class A common stock subject to possible redemption	276,000,000
As Previously Reported [Member]
Common Stock subject to possible redemption	260,540,850
Class A common stock, $0.0001 par value	231
Additional paid-in capital	5,230,067
Accumulated deficit	(230,981)
Total stockholders’ equity (deficit)	$ 5,000,007
Number of shares of common stock subject to redemption	26,054,085
Class A common stock	2,297,915
Basic and diluted weighted average shares outstanding, Class A common shares subject to possible redemption	4,113,335
Basic and diluted weighted average shares outstanding, Class A and Class B common stock	6,505,401
Basic and diluted net loss per share, Class A common stock subject to possible redemption	$ (0.04)
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock
Sale of 28,352,000 Units on December 10, 2020, net of warrant liability initial fair value Shares	28,352,000
Sale of 28,352,000 Units on December 10, 2020, net of warrant liability initial fair value Amount	$ 2,835
Sale of 28,352,000 Units on December 10, 2020, net of warrant liability initial fair value Additional Paid-in Capital	$ 271,465,561
Class A common stock subject to possible redemption Shares	(26,054,085)
Class A common stock subject to possible redemption Amount	$ (2,604)
Class A common stock subject to possible redemption Additional Paid-in Capital	$ (260,538,246)
Class A common stock Shares (Balance as of December 31, 2020)	2,297,915
Class A common stock Amount (Balance as of December 31, 2020)	$ 231
Additional paid-in-capital (Balance as of December 31, 2020)	5,230,067
Accumulated deficit (Balance as of December 31, 2020)	(230,981)
Total stockholders’ equity (deficit) (Balance as of December 31, 2020)	5,000,007
Supplemental disclosure of cash flow information:
Initial value of Class A common stock subject to possible redemption	260,511,240
Change in value of Class A common stock subject to possible redemption	29,610
Year-end value of common stock subject to possible conversion	260,540,850
Restatement Adjustments [Member]
Common Stock subject to possible redemption	15,459,150
Class A common stock, $0.0001 par value	(155)
Additional paid-in capital	(5,230,067)
Accumulated deficit	(10,228,928)
Total stockholders’ equity (deficit)	$ (15,459,150)
Number of shares of common stock subject to redemption	1,545,915
Class A common stock	(1,545,915)
Basic and diluted weighted average shares outstanding, Class A common shares subject to possible redemption	23,486,665
Basic and diluted weighted average shares outstanding, Class A and Class B common stock	1,146,599
Basic and diluted net loss per share, Class A common stock subject to possible redemption	$ 0.03
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock	$ (0.01)
Sale of 28,352,000 Units on December 10, 2020, net of warrant liability initial fair value Shares	(27,600,000)
Sale of 28,352,000 Units on December 10, 2020, net of warrant liability initial fair value Amount	$ (2,759)
Sale of 28,352,000 Units on December 10, 2020, net of warrant liability initial fair value Additional Paid-in Capital	$ (263,945,637)
Class A common stock subject to possible redemption Shares	26,054,085
Class A common stock subject to possible redemption Amount	$ 2,604
Class A common stock subject to possible redemption Additional Paid-in Capital	$ 260,538,246
Class A common stock Shares (Balance as of December 31, 2020)	(1,545,915)
Class A common stock Amount (Balance as of December 31, 2020)	$ (155)
Additional paid-in-capital (Balance as of December 31, 2020)	(5,230,067)
Accumulated deficit (Balance as of December 31, 2020)	(10,228,928)
Total stockholders’ equity (deficit) (Balance as of December 31, 2020)	(15,459,150)
Supplemental disclosure of cash flow information:
Initial value of Class A common stock subject to possible redemption	15,488,760
Change in value of Class A common stock subject to possible redemption	(29,610)
Year-end value of common stock subject to possible conversion	15,459,150
As Restated [Member]
Common Stock subject to possible redemption	276,000,000
Class A common stock, $0.0001 par value	76
Additional paid-in capital
Accumulated deficit	(10,459,909)
Total stockholders’ equity (deficit)	$ (10,459,143)
Number of shares of common stock subject to redemption	27,600,000
Class A common stock	752,000
Basic and diluted weighted average shares outstanding, Class A common shares subject to possible redemption	27,600,000
Basic and diluted weighted average shares outstanding, Class A and Class B common stock	7,652,000
Basic and diluted net loss per share, Class A common stock subject to possible redemption	$ (0.01)
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock	$ (0.01)
Sale of 28,352,000 Units on December 10, 2020, net of warrant liability initial fair value Shares	752,000
Sale of 28,352,000 Units on December 10, 2020, net of warrant liability initial fair value Amount	$ 76
Sale of 28,352,000 Units on December 10, 2020, net of warrant liability initial fair value Additional Paid-in Capital	$ 7,519,924
Class A common stock subject to possible redemption Shares
Class A common stock subject to possible redemption Amount
Class A common stock subject to possible redemption Additional Paid-in Capital
Class A common stock Shares (Balance as of December 31, 2020)	752,000
Class A common stock Amount (Balance as of December 31, 2020)	$ 76
Additional paid-in-capital (Balance as of December 31, 2020)
Accumulated deficit (Balance as of December 31, 2020)	(10,459,909)
Total stockholders’ equity (deficit) (Balance as of December 31, 2020)	(10,459,143)
Supplemental disclosure of cash flow information:
Initial value of Class A common stock subject to possible redemption	276,000,000
Change in value of Class A common stock subject to possible redemption
Year-end value of common stock subject to possible conversion	$ 276,000,000

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements (Details) (Parenthetical)	Dec. 31, 2020$ / sharesshares
Sale of units	752,000
As Previously Reported [Member]
Common stock par value | $ / shares	$ 0.0001
Sale of units	28,352,000
Restatement Adjustments [Member]
Common stock par value | $ / shares	$ 0.0001
Sale of units	28,352,000
As Restated [Member]
Common stock par value | $ / shares	$ 0.0001
Sale of units	28,352,000

Restatement of Previously Iss_5

Restatement of Previously Issued Financial Statements (Details Texual)	Dec. 31, 2020USD ($)
Restatement of Previously issued Financial Statements (Texual)
Stockholders’ equity	$ 5,000,000
Net tangible assets	$ 5,000,001

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details)	4 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
Denominator:
Weighted-average shares outstanding | shares	7,652,000
Basic and diluted net loss per share | $ / shares	$ (0.01)
Class A Redeemable Ordinary Shares [Member]
Numerator:
Allocation of net loss | $	$ (184,785)
Denominator:
Weighted-average shares outstanding | shares	27,600,000
Basic and diluted net loss per share | $ / shares	$ (0.01)
Class A and Class B Non-Redeemable Ordinary Shares [Member]
Numerator:
Allocation of net loss | $	$ (46,196)
Denominator:
Weighted-average shares outstanding | shares	7,652,000
Basic and diluted net loss per share | $ / shares	$ (0.01)

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details Textual) - USD ($)	4 Months Ended
	Dec. 31, 2020	Dec. 10, 2020	Dec. 07, 2020
Summary of Significant Accounting Policies (Textual)
Federal Depository Insurance Coverage	$ 250,000
Offering costs	5,975,708
Underwriters’ discount	5,520,000
Other offering costs	455,708
Allocated to public warrants and private warrants	254,150
Other income/(expense)	$ 5,721,558
Common stock per share		$ 0.20
Class A common stock [Member]
Summary of Significant Accounting Policies (Textual)
Common stock per share			$ 11.50
Private and public warrants to purchase			14,176,000

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares	4 Months Ended
	Dec. 31, 2020	Dec. 10, 2020	Dec. 07, 2020
Proposed Public Offering (Details) [Line Items]
Share issued price		$ 0.20
Warrants [Member]
Proposed Public Offering (Details) [Line Items]
Price per share	$ 0.10
Warrant per share price	$ 0.01
Warrants, description	(A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value and (B) 0.361.
Class A Common Stock [Member]
Proposed Public Offering (Details) [Line Items]
Share issued price			$ 11.50
Class A Common Stock [Member] | Warrants [Member]
Proposed Public Offering (Details) [Line Items]
Price per share	$ 10
Share issued price	11.50
Warrant per share price	$ 18
Warrants, description	The “fair market value” of the Class A common stock for such purposes shall mean the average last reported sale price of the Class A common stock for the ten trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. 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).
IPO [Member]
Proposed Public Offering (Details) [Line Items]
Sale of stock	27,600,000
Price per share	$ 10
IPO [Member] | Class A Common Stock [Member]
Proposed Public Offering (Details) [Line Items]
Share issued price	$ 11.50
Over-Allotment Option [Member]
Proposed Public Offering (Details) [Line Items]
Sale of stock	3,600,000
Price per share		$ 10

Private Placement (Details)

Private Placement (Details) - USD ($)	Dec. 10, 2020	Dec. 31, 2020
Private Placement (Details) [Line Items]
Aggregate price (in Dollars)		$ 7,520,000
IPO [Member]
Private Placement (Details) [Line Items]
Sale of stock	27,600,000	241,711
Sale of stock (in Dollars per share)		$ 10
Aggregate price (in Dollars)		$ 510,289
Over-Allotment Option [Member]
Private Placement (Details) [Line Items]
Sale of stock		23,142
Sale of stock (in Dollars per share)	$ 10
Aggregate price (in Dollars)		$ 48,858
Unit purchased		510,289
Private Placement [Member]
Private Placement (Details) [Line Items]
Sale of stock (in Dollars per share)		$ 10
Aggregate price (in Dollars)		$ 7,520,000
Redeem percentage		100.00%

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Dec. 10, 2021	Dec. 07, 2020	Sep. 30, 2020	Dec. 31, 2020	Dec. 10, 2020	Dec. 02, 2020
Related Party Transactions (Textual)
Initial stockholders aggregate shares				752,000
Common stock exceed price (in Dollars per share)				$ 12
Loan (in Dollars)				$ 200,000
Working capital loan (in Dollars)				$ 1,500,000
Conversion price per share (in Dollars per share)				$ 10
Related party transaction terms				Pursuant to the terms of the Company’s amended and restated certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company on December 7, 2020, in order for the time available for the Company to consummate its initial Business Combination to be extended for such six-month period, the Company’s Sponsor or its affiliates or designees, upon five days advance notice prior to the 18-month deadline, must deposit into the Trust Account $2,760,000 ($0.10 per unit sold in the IPO) on or prior to the date of the applicable deadline, for the six-month extension. Any such payment would be made in the form of a non-interest bearing loan. Such loan may be converted into units at the price of $10.00 per unit at the option of the lender at the time of the Business Combination.
Issued and outstanding public shares percentage				100.00%
Interest paid (in Dollars)				$ 100,000
Administrative service fee (in Dollars)				7,742
Sponsor [Member]
Related Party Transactions (Textual)
Formation costs and portion of expenses	$ 200,000
IPO [Member]
Related Party Transactions (Textual)
Issued and outstanding public shares percentage		20.00%
Administrative service fee (in Dollars)				$ 10,000
Founder Share [Member]
Related Party Transactions (Textual)
Purchased shares			7,187,500
Capital contribution (in Dollars)			$ 25,000
Stockholders owned share						5,750,000
Initial stockholders aggregate shares		6,900,000
Issued and outstanding public shares percentage				20.00%
Share subject to forfeiture if the over-allotment option				900,000
Founder Share [Member] | Director [Member]
Related Party Transactions (Textual)
Purchased shares			25,000
Founder Share [Member] | Sponsor [Member]
Related Party Transactions (Textual)
Purchased shares			1,437,500
Forfeited share						1,150,000
Founder Share [Member] | CA Co-Investment LLC [Member]
Related Party Transactions (Textual)
Purchased shares			5,675,000
Forfeited share						287,500
Class B Common Stock [Member]
Related Party Transactions (Textual)
Purchased shares				6,900,000
Effective stock devidend		1,150,000
Over-Allotment Option [Member]
Related Party Transactions (Textual)
Common stock subject to forfeiture					900,000

Recurring Fair Value Measurem_3

Recurring Fair Value Measurements (Details)	Dec. 31, 2020USD ($)
Amortized Cost and Carrying Value	$ 276,005,942
Gross Unrealized Gains	1,993
Gross Unrealized Losses
Fair Value	276,007,935
U.S. Money Market [Member]
Amortized Cost and Carrying Value	10,695
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value	10,695
U.S. Treasury Securities [Member]
Amortized Cost and Carrying Value	275,995,247
Gross Unrealized Gains	1,993
Gross Unrealized Losses
Fair Value	$ 275,997,240

Recurring Fair Value Measurem_4

Recurring Fair Value Measurements (Details 1)	Dec. 31, 2020USD ($)
Quoted Prices in Active Markets (Level 1) [Member]
Assets
Investments held in Trust Account—U.S. Money Market	$ 10,695
Investments held in Trust Account—U.S. Treasury	275,997,240
Liabilities
Public Warrants
Private Warrants
Significant Other Observable Inputs (Level 2) [Member]
Assets
Investments held in Trust Account—U.S. Money Market
Investments held in Trust Account—U.S. Treasury
Liabilities
Public Warrants
Private Warrants
Significant Other Unobservable Inputs (Level 3) [Member]
Assets
Investments held in Trust Account—U.S. Money Market
Investments held in Trust Account—U.S. Treasury
Liabilities
Public Warrants	11,593,380
Private Warrants	$ 319,262

Recurring Fair Value Measurem_5

Recurring Fair Value Measurements (Details 2) - $ / shares	Dec. 10, 2020	Dec. 31, 2020
Recurring Fair Value Measurements [Abstract]
Common stock price	$ 9.58	$ 9.58
Expected term (years)	9 years 6 months 29 days	9 years 6 months 29 days
Expected volatility (Public Warrants)	15.00%	15.00%
Expected volatility (Private Warrants)	15.10%	15.10%
Exercise price	$ 11.5	$ 11.5
Risk-free rate of interest	0.52%	0.50%

Recurring Fair Value Measurem_6

Recurring Fair Value Measurements (Details 3)	4 Months Ended
	Dec. 31, 2020USD ($)
Recurring Fair Value Measurements Details 3Abstract
Fair value at issuance December 10, 2020	$ 12,051,604
Change in fair value	(138,962)
Fair Value at December 31, 2020	$ 11,912,642

Recurring Fair Value Measurem_7

Recurring Fair Value Measurements (Details Textual)	Dec. 31, 2020USD ($)
U.S. Money Market [Member]
Recurring Fair Value Measurement (Textual)
Investment held in trust account	$ 10,695
US Treasury Securities [Member]
Recurring Fair Value Measurement (Textual)
Investment held in trust account	$ 275,995,247

Commitments (Details)

Commitments (Details) - USD ($)	Dec. 10, 2020	Dec. 31, 2020
Purchase additional unit share		3,600,000
Underwriting discount	$ 5,520,000
Share price per unit	$ 0.20
Over-Allotment Option [Member]
Purchase additional unit share	3,600,000
IPO [Member]
Underwriting discount		$ 5,520,000
Gross proceeds		$ 9,660,000
Consummation of initial business combination		3.50%

Stockholders_ Equity (Restate_2

Stockholders’ Equity (Restated, see Note 2 - Amendment 2) (Details)	4 Months Ended
	Dec. 31, 2020$ / sharesshares
Stockholder's Equity (Textual)
Preferred stock, shares authorized	1,000,000
Preferred stock par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock exceeds price (in Dollars per share) | $ / shares	$ 12
Conversion Percentage	20.00%
Class A Common Stock [Member]
Stockholder's Equity (Textual)
Common stock, shares authorized	200,000,000
Common stock par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares issued	752,000
Common stock, shares outstanding	752,000
Shares subject to forfeiture	27,600,000
Class B Common Stock [Member]
Stockholder's Equity (Textual)
Common stock, shares authorized	20,000,000
Common stock par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares issued	6,900,000
Common stock, shares outstanding	6,900,000

Income Tax (Details)

Income Tax (Details)	Dec. 31, 2020USD ($)
Deferred tax asset
Organizational costs/Startup expenses	$ 10,177
Federal net operating loss	14,140
Total deferred tax asset	24,317
Valuation allowance	(24,317)
Deferred tax asset, net of allowance

Income Tax (Details 1)

Income Tax (Details 1)	4 Months Ended
	Dec. 31, 2020USD ($)
Federal
Current
Deferred	24,317
State
Current
Deferred
Change in valuation allowance	(24,317)
Income tax provision

Income Tax (Details 2)

Income Tax (Details 2)	4 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	21.00%
State taxes, net of federal tax benefit	0.00%
Transaction costs	(23.10%)
Change in fair value of the warrant liability	12.60%
Change in valuation allowance	(1050.00%)
Income tax provision

Income Tax (Details Textual)

Income Tax (Details Textual)	4 Months Ended
	Dec. 31, 2020USD ($)
Income Tax Disclosure [Abstract]
U.S. federal net operating loss carryovers	$ 67,332
Change in valuation allowance	$ 24,317