Rover Group Inc - Ordinary Shares (ROVR) 10-K/A 6 May 21 2020 FY Annual report (amended) Financial data

Document And Entity Information

Document And Entity Information - USD ($)	3 Months Ended
	Dec. 31, 2020	Feb. 17, 2021	Jun. 30, 2020
Document Information Line Items
Entity Registrant Name	Nebula Caravel Acquisition Corp.
Document Type	10-K/A
Current Fiscal Year End Date	--12-31
Entity Public Float			$ 297,000,000
Amendment Flag	true
Amendment Description	References throughout this Amendment No. 1 to the Annual Report on Form 10-K to “we,” “us,” the “Company” or “our company” are to Nebula Caravel Acquisition Corp., unless the context otherwise indicates. This Amendment No. 1 (this “Report”) to the Annual Report on Form 10-K/A amends the Annual Report on Form 10-K of Nebula Caravel Acquisition Corp. for the fiscal period ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on February 18, 2021 (the “Original Filing”). On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities rather than equity on a SPAC’s balance sheet. Since their issuance on December 11, 2020, our warrants have been accounted for as equity within our balance sheet. After discussion and evaluation and taking into consideration the SEC Staff Statement, we have concluded that our warrants should be presented as liabilities with subsequent fair value remeasurement. On May 3, 2021, the audit committee of the Company, in consultation with its management, concluded that the Company’s previously issued financial statements as of and for the period from September 18, 2020 (inception) through December 31, 2020 (the “Affected Period”) should be restated because of a misapplication in the guidance around accounting for certain of our outstanding warrants to purchase common stock and should no longer be relied upon. Historically, our warrants were reflected as a component of equity as opposed to liabilities on the balance sheet and the statement of operations did not include the subsequent non-cash changes in estimated fair value of the warrants, based on our application of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. We reassessed our accounting for the warrants issued on December 11, 2020, in light of the SEC Staff’s published views. Based on this reassessment, we determined that the warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in our Statement of Operations each reporting period. We are filing this Report to amend the disclosures in the Risk Factors under Item 1A, the Management’s Discussion and Analysis of Financial Condition and Results of Operation described in Item 7, Financial Statements and Supplementary Data described in Item 8, Controls and Procedures described in Item 9A, which such financial data give effect to the change in accounting for the warrants as disclosed in the Original Filing. The change in accounting for the warrants did not have any impact on our liquidity, cash flows, revenues or costs of operating our business and the other non-cash adjustments to the Financial Statements, in the Affected Period included in Item 8, Financial Statements and Supplementary Data in this filing. The change in accounting for the warrants does not impact the amounts previously reported for the Company’s cash and cash equivalents, investments held in the trust account, operating expenses or total cash flows from operations for any of these periods. This Report consists solely of the preceding cover page, this explanatory note, additional risk factors under Item 1A, and the information required by Item 7 and Item 8 of Form 10-K, a signature page and the certifications required to be filed as exhibits. In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Item 1A, Risk Factors, is hereby amended to add additional risk factors, and Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operation, Item 8, Financial Statements and Supplementary Data, and Item 9A, Controls and Procedures of the Original Filing are hereby amended and restated in their entirety. This Report should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing. In addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing in connection with this Report (Exhibits 31.1, 31.2, 32.1 and 32.2). We have not amended our previously filed a Current Report on Form 8-K for the period affected by the restatement. The financial information that has been previously filed or otherwise reported for these periods is superseded by the information in this Report, and the financial statements and related financial information contained in such previously filed reports should no longer be relied upon. This Report continues to describe the conditions as of the date of the Original Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Filing. Accordingly, this Report should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing.
Entity Central Index Key	0001826018
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Transition Report	false
Entity File Number	001-39774
Entity Incorporation, State or Country Code	DE
Entity Interactive Data Current	Yes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		27,500,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		6,875,000

Balance Sheet

Balance Sheet	Dec. 31, 2020USD ($)
Current assets:
Cash	$ 1,005,345
Prepaid expenses	766,876
Total current assets	1,772,221
Investments held in Trust Account	275,000,000
Total Assets	276,772,221
Current liabilities:
Accounts payable	32,531
Accrued expenses	75,000
Due to related party	6,610
Franchise tax payable	56,488
Total current liabilities	170,629
Deferred underwriting commissions in connection with the initial public offering	9,625,000
Derivative warrant liabilities	16,905,000
Total liabilities	26,700,629
Commitments and Contingencies
Class A common stock; 24,507,159 shares subject to possible redemption at $10.00 per share	245,071,590
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	6,711,187
Accumulated deficit	(1,712,172)
Total stockholders’ equity	5,000,002
Total Liabilities and Stockholders’ Equity	276,772,221
Class A Common Stock
Stockholders’ Equity:
Common stock, value	299
Total stockholders’ equity	299
Class B Common Stock
Stockholders’ Equity:
Common stock, value	688
Total stockholders’ equity	$ 688

Balance Sheet (Parentheticals)

Balance Sheet (Parentheticals)	3 Months Ended
	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	0
Preferred stock, shares outstanding	0
Class A Common Stock
Common stock, subject to possible redemption	24,507,159
Common stock, per share (in Dollars per share) | $ / shares	$ 10
Common stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	200,000,000
Common stock, shares issued	2,992,841
Common stock, shares outstanding	2,992,841
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	6,875,000
Common stock, shares outstanding	6,875,000

Statement of Operations

Statement of Operations	3 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
General and administrative expenses	$ 58,160
Franchise tax expense	56,488
Total operating expenses	(114,648)
Financing cost – derivative warrant liabilities	(475,854)
Change in fair value of derivative warrant liabilities	(1,121,670)
Net loss	$ (1,712,172)
Class A Common Stock
Basic and diluted weighted average shares outstanding of Class (in Shares) | shares	27,500,000
Basic and diluted net (in Dollars per share) | $ / shares	$ 0
Class B Common Stock
Basic and diluted weighted average shares outstanding of Class (in Shares) | shares	6,375,000
Basic and diluted net (in Dollars per share) | $ / shares	$ (0.27)

Statement of Changes in Stockho

Statement of Changes in Stockholders’ Equity - 3 months ended Dec. 31, 2020 - USD ($)	Class A Common Stock	Class B Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Sep. 18, 2020
Balance (in Shares) at Sep. 18, 2020
Issuance of Class B common stock to Sponsor		$ 719	24,281		25,000
Issuance of Class B common stock to Sponsor (in Shares)		7,187,500
Sale of units in initial public offering, less fair value of public warrants	$ 2,750		266,912,250		266,915,000
Sale of units in initial public offering, less fair value of public warrants (in Shares)	27,500,000
Offering costs			(15,207,906)		(15,207,906)
Excess of cash received over fair value of private placement warrants			51,670		51,670
Forfeiture of Class B common stock		$ (31)	31
Forfeiture of Class B common stock (in Shares)		(312,500)
Common stock subject to possible redemption	$ (2,451)		(245,069,139)		(245,071,590)
Common stock subject to possible redemption (in Shares)	(24,507,159)
Net loss				(1,712,172)	(1,712,172)
Balance at Dec. 31, 2020	$ 299	$ 688	$ 6,711,187	$ (1,712,172)	$ 5,000,002
Balance (in Shares) at Dec. 31, 2020	2,992,841	6,875,000

Statement of Cash Flows

Statement of Cash Flows	3 Months Ended
	Dec. 31, 2020USD ($)
Cash Flows from Operating Activities:
Net loss	$ (1,712,172)
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative expenses paid by related party under note payable	3,356
Financing cost – derivative warrant liabilities	475,854
Change in fair value of derivative warrant liabilities	1,121,670
Changes in operating assets and liabilities:
Prepaid expenses	(766,876)
Accounts payable	32,531
Due to related party	6,610
Franchise tax payable	56,488
Net cash used in operating activities	(782,539)
Cash Flows from Investing Activities
Cash deposited in Trust Account	(275,000,000)
Net cash used in investing activities	(275,000,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor	25,000
Proceeds from note payable to related party	172,304
Repayment of note payable to related party	(175,660)
Proceeds received from initial public offering, gross	275,000,000
Proceeds received from private placement	7,750,000
Offering costs paid	(5,983,760)
Net cash provided by financing activities	276,787,884
Net increase in cash	1,005,345
Cash - beginning of the period
Cash - end of the period	1,005,345
Supplemental disclosure of noncash financing activities:
Forfeiture of Class B common stock	31
Offering costs included in accrued expenses	75,000
Deferred underwriting commissions in connection with the initial public offering	9,625,000
Initial value of Class A common stock subject to possible redemption	246,255,050
Change in initial value of Class A common stock subject to possible redemption	(1,183,460)
Derivative liabilities in connection with initial public offering and private placement	$ 15,783,330

Description of Organization, Bu

Description of Organization, Business Operations and Basis of Presentation	3 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Description of Organization, Business Operations and Basis of Presentation	Nebula Caravel Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on September 18, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from September 18, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and the search for a target for its initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering and placed in Trust Account (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Nebula Caravel Holdings LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on December 8, 2020. On December 11, 2020, the Company consummated its Initial Public Offering of 27,500,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 2,500,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $275.0 million, and incurring offering costs of approximately $15.7 million, inclusive of approximately $9.6 million in deferred underwriting commissions (Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,166,667 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.8 million (Note 5). Upon the closing of the Initial Public Offering and the Private Placement, $275.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) located in the United States with American Stock Transfer & Trust Company acting as trustee, and are invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders (the “Public Stockholders”) of the Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholders meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares have been recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Certificate of Incorporation will provide that the Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and any other holders of the Founder Shares immediately prior to the Initial Public Offering (the “Initial Stockholders”) agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or December 11, 2022 (or 27 months from the closing of the Initial Public Offering, or March 11, 2023, if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within 24 months from the closing of the Initial Public Offering) (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest (net of amounts withdrawn to fund the Company’s working capital requirements, subject to an annual limit of $500,000, and/or to pay for the Company’s taxes (“permitted withdrawals”) and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Basis of Presentation The accompanying financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the period from September 18, 2020 (inception) through December 31, 2020 (the “Affected Period”), are restated in this Annual Report on Form 10-K/A (Amendment No. 1) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited and unaudited condensed financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Proposed Business Combination As more fully described in Note 11, the Company entered into a Business Combination Agreement and Plan of Merger (the “Business Combination Agreement”) by and among the Company, Fetch Merger Sub, Inc., a Delaware corporation and newly formed direct wholly-owned subsidiary of the Company (“Merger Sub”), and A Place for Rover, Inc., a Delaware corporation (“Rover”), providing for, among other things, and subject to the terms and conditions therein, a business combination between the Company and Rover pursuant to which, among other things, (i) Merger Sub will merge with and into Rover, the separate corporate existence of Merger Sub will cease and Rover will continue as the surviving corporation in the merger and a wholly owned subsidiary of the Company and (ii) the Company will change its name to “Rover Group, Inc.” Liquidity and Capital Resources As of December 31, 2020, the Company had $1.0 million in its operating bank account, and working capital of approximately $1.6 million. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the cash payment of $25,000 from the Sponsor to purchase the Founders Shares (as defined in Note 5), and loan proceeds from the Sponsor of approximately $176,000 under the Note (Note 5). The Company repaid the Note in full on December 11, 2020. Subsequent from the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	3 Months Ended
	Dec. 31, 2020
Condensed Financial Information Disclosure [Abstract]
Restatement of Previously Issued Financial Statements	Note 2—Restatement of Previously Issued Financial Statements In April 2021, the Audit Committee of the Company, in consultation with management, concluded that, because of a misapplication of the accounting guidance related to its public and private placement warrants to purchase common stock that the Company issued in December 2020 (the “Warrants”), the Company’s previously issued financial statements for the Affected Period should no longer be relied upon. As such, the Company is restating its financial statements for the Affected Period included in this Annual Report. On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since their issuance on December 11, 2020 Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheet and the statement of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants, based on our application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. The Company reassessed its accounting for Warrants issued on December 11, 2020, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company Statement of Operations each reporting period. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued Financial Statements as of and for the period ended December 31, 2020 and December 11, 2020 (the “Affected Periods”) should be restated because of a misapplication in the guidance around accounting for certain of our outstanding warrants to purchase common stock (the “Warrants”) and should no longer be relied upon. Impact of the Restatement The impact of the restatement on the balance sheet, statement of operations and statement of cash flows for the Affected Periods is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. As of December 31, 2020 As Previously Restatement Reported Adjustment As Restated Balance Sheet Total assets $ 276,772,221 $ - $ 276,772,221 Liabilities and stockholders’ equity Total current liabilities $ 170,629 $ - $ 170,629 Deferred underwriting commissions 9,625,000 - 9,625,000 Derivative warrant liabilities - 16,905,000 16,905,000 Total liabilities 9,795,629 16,905,000 26,700,629 Class A common stock, $0.0001 par value; shares subject to possible redemption 261,976,590 (16,905,000 ) 245,071,590 Stockholders’ equity Preferred stock- $0.0001 par value - - - Class A common stock - $0.0001 par value 130 169 299 Class B common stock - $0.0001 par value 688 - 688 Additional paid-in-capital 5,113,832 1,597,355 6,711,187 Accumulated deficit (114,648 ) (1,597,524 ) (1,712,172 ) Total stockholders’ equity 5,000,002 - 5,000,002 Total liabilities and stockholders’ equity $ 276,772,221 $ - $ 276,772,221 Period From September 18, 2020 (Inception) Through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Statement of Operations Loss from operations $ (114,648 ) $ - $ (114,648 ) Other (expense) income: Financing cost – derivative warrant liabilities - (475,854 ) (475,854 ) Change in fair value of derivative warrant liabilities - (1,121,670 ) (1,121,670 ) Total other (expense) income - (1,597,524 ) (1,597,524 ) Net loss $ (114,648 ) $ (1,597,524 ) $ (1,712,172 ) Basic and Diluted weighted-average Class A common shares outstanding 27,500,000 - 27,500,000 Basic and Diluted net income per Class A common share $ - - $ - Basic and Diluted weighted-average Class B common shares outstanding 6,375,000 - 6,375,000 Basic and Diluted net loss per Class B common share $ - (0.27 ) $ (0.27 ) Period From September 18, 2020 (Inception) Through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Statement of Cash Flows Net loss $ (114,648 ) $ (1,597,524 ) $ (1,712,172 ) Adjustment to reconcile net loss to net cash used in operating activities (667,891 ) 1,597,524 929,633 Net cash used in operating activities (782,539 ) - (782,539 ) Net cash used in investing activities (275,000,000 ) - (275,000,000 ) Net cash provided by financing activities 276,787,884 - 276,787,884 Net change in cash $ 1,005,345 $ - $ 1,005,345 As of December 11, 2020 As Previously Restatement Reported Adjustment As Restated Balance Sheet Total assets $ 276,800,681 $ - $ 276,800,681 Liabilities and stockholders’ equity Total current liabilities $ 137,300 $ - $ 137,300 Deferred underwriting commissions 9,625,000 - 9,625,000 Derivative warrant liabilities - 15,783,330 15,783,330 Total liabilities 9,762,300 15,783,330 25,545,630 Class A common stock, $0.0001 par value; shares subject to possible redemption 262,038,380 (15,783,330 ) 246,255,050 Stockholders’ equity Preferred stock- $0.0001 par value - - - Class A common stock - $0.0001 par value 130 157 287 Class B common stock - $0.0001 par value 688 - 688 Additional paid-in-capital 5,052,042 475,697 5,527,739 Accumulated deficit (52,859 ) (475,854 ) (528,713 ) Total stockholders’ equity 5,000,001 - 5,000,001 Total liabilities and stockholders’ equity $ 276,800,681 $ - $ 276,800,681

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 3—Summary of Significant Accounting Policies Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at December 31, 2020. Investment Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000, and any cash held in Trust Account. As of December 31, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. The Company’s investments held in the Trust Account as of December 31, 2020 are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that comprise only U.S. treasury securities money market funds. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, franchise tax payable and due to related party approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities have been allocated based on their relative fair value of total proceeds and are recognized in the statement of operations as incurred. The 5,500,000 issued in connection with the Initial Public Offering (the “Public Warrants”) and the 5,166,667 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering have been measured at fair value using a Monte Carlo simulation model. The fair value of the warrants issued in the Private Placement were estimated using Black-Scholes. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and underwriting fees and other costs incurred that were directly related to the Initial Public Offering Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately $0.5 million is included in financing cost -derivative warrant liabilities in the statement of operations and $15.2 million is included in stockholders’ equity. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. Shares of Class A common stock of the Company feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2020, 24,507,159 shares of Class A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. Net Income Per Share of Common Stock Net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 10,666,667 shares of the Company’s Class A common stock in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share of common stock, basic and diluted for shares of Class A common stock are calculated by dividing the income (loss) earned on investments held in the Trust Account, net of applicable taxes and working capital amounts available to be withdrawn from the Trust Account, which was $0 for the period from September 18, 2020 (inception) through December 31, 2020, by the weighted average number of shares of Class A common stock outstanding for the period. Net loss per share of common stock, basic and diluted for shares of Class B common stock is calculated by dividing the net loss of approximately $1.7 million, less income attributable to Class A common stock by the weighted average number of shares of Class B common stock outstanding for the period. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Dec. 31, 2020
Proposed Public Offering [Abstract]
Initial Public Offering	Note 4—Initial Public Offering On December 11, 2020, the Company consummated its Initial Public Offering of 27,500,000 Units, including 2,500,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $275.0 million, and incurring offering costs of approximately $15.7 million, inclusive of approximately $9.6 million in deferred underwriting commissions. Each Unit consists of one share of Class A common stock, and one-fifth of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles 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).

Related Party Transactions

Related Party Transactions	3 Months Ended
	Dec. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Note 5—Related Party Transactions Founder Shares On September 24, 2020, the Sponsor subscribed to purchase 7,906,250 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for an aggregate price of $25,000, and subsequently paid for the subscription on September 28, 2020. In September and October 2020, the Sponsor transferred 25,000 Founder Shares to each of Messrs. Kerko, Wagner, Thompson and Ms. Wellman, the Company’s independent director nominees, in each case at the original per share purchase price. On November 18, 2020, the Sponsor cancelled 718,750 shares of Class B common stock, resulting in an aggregate of 7,187,500 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the share cancellation. The Initial Stockholders agreed to forfeit up to 937,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On December 11, 2020, the underwriters partially exercised the over-allotment option; thus, an aggregate of 312,500 Founder Shares was forfeited accordingly. The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) with respect to 100% of the Founder Shares, only if the closing price of the 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 any time 90 days after completion of the initial Business Combination or (B) if True Wind Capital Management, L.P., an affiliate of the Sponsor (“True Wind Capital”) provides funds toward the consummation of the initial Business Combination in an amount not less than $50,000,000 in the aggregate, then with respect to 50% of the Founder Shares, the earlier to occur of: (i) 180 days after completion of the initial Business Combination; or (ii) if the closing price of the 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 any time 90 days after completion of the initial Business Combination and with respect to the remaining 50% of the Founder Shares, only if the closing price of the 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 any time 90 days after completion of the initial Business Combination. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,166,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.8 million. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. Except as set forth below, the Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or their permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On September 18, 2020, the Sponsor agreed to loan the Company an aggregate of up to $350,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $176,000 under the Note. The Company fully repaid the Note on December 11, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). 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 proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6—Commitments and Contingencies Forward Purchase Agreements In connection with the consummation of the Initial Public Offering, the Company entered into forward purchase agreements with certain institutional accredited investors (“Forward Purchasers”) that provided for the aggregate purchase of at least $100,000,000 of Class A common stock at $10.00 per share, in a private placement that will close concurrently with the closing of the Business Combination. The Forward Purchasers’ commitments under the forward purchase agreements are subject to certain conditions described in the prospectus for the Initial Public Offering. The obligations under the forward purchase agreements will not depend on whether any shares of Class A common stock are redeemed by the Company’s public stockholders. The Forward Purchasers will not receive any Founder Shares or warrants as part of the forward purchase agreements; these shares will be identical to the shares of Class A common stock included in the units being sold in the Initial Public Offering, except that the forward purchase shares will be subject to certain transfer restrictions and have certain registration rights. Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares), as well as the Forward Purchasers and their permitted transferees, were entitled to registration rights pursuant to a registration rights agreement. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, or $5.5 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per unit, or approximately $9.6 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have an effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Derivative Warrant Liabilities

Derivative Warrant Liabilities	3 Months Ended
	Dec. 31, 2020
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Warrant Liabilities	Note 7—Derivative Warrant Liabilities As of December 31, 2020, the Company has 5,500,000 and 5,166,667 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60 th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until the completion of a Business Combination, subject to certain limited exceptions. Additionally, except as set forth below, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the closing price of 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 ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”). Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the fair market value of the Shares of Class A common stock; and ● if, and only if, the closing price of the Shares of Class A common stock equals or exceeds $10.00 per public share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; ● if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holders’ ability to cashless exercise its warrants) as the outstanding Public Warrants. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Note 8—Stockholders’ Equity Class A Common Stock Class B Common Stock Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class B common stock will have the right to elect all of the Company’s directors prior to the consummation of the initial Business Combination. On any other matter submitted to a vote of the Company’s stockholders, holders of Class B common stock and holders of Class A common stock will vote together as a single class, except as required by applicable law or stock exchange rule. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to 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 sold in this offering 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 anti-dilution 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 total number of all shares of common stock outstanding upon completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (including the forward purchase shares) excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination in consideration for such seller’s interest in the Business Combination target and any Private Placement Warrants issued upon the conversion of Working Capital Loans made to the Company. Preferred Stock

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 9—Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Quoted Prices Significant Other Significant Other Description (Level 1) (Level 2) (Level 3) Assets held in Trust Account: Mutual funds $ 275,000,000 $ - $ - Liabilities: Derivative warrant liabilities $ - $ 16,905,000 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfer in or out of Level 3 measurements in the period from September 18 (inception) through December 31, 2020. Level 1 instruments include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Level 3 instruments are comprised of derivative warrant liabilities measured at fair value using a Monte Carlo simulation model and Black-Scholes. The fair value of the Public Warrants issued in connection with the Public Offering have been measured at fair value using a Monte Carlo simulation model. The fair value of the warrants issued in the Private Placement were estimated using Black-Scholes. The estimated fair value of the Private Placement Warrants and the Public Warrants is determined using Level 3 inputs. Inherent in a Monte Carlo simulation and Black-Scholes are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: As of December 11, 2020 As of December 31, 2020 Public and Private Public and Private Volatility 14.23%-25% 14.23%-25% Stock price $10.41-$10.56 $10.41-$10.56 Expected life of the options to convert 5.75 5.72 Risk-free rate 0.47% 0.47% Dividend yield 0.0% 0.0% The change in the fair value of the derivative warrant liabilities for the period ended December 31, 2020 is summarized as follows: Derivative warrant liabilities at September 18, 2020 (inception) $ - Issuance of Public and Private Warrants 15,783,330 Change in fair value of derivative warrant liabilities 1,121,670 Derivative warrant liabilities at December 31, 2020 $ 16,905,000

Income Taxes

Income Taxes	3 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income Taxes	Note 10—Income Taxes The Company does not currently have taxable income but will generate taxable income in the future primarily consisting of interest income earned on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. The income tax provision (benefit) consists of the following: December 31, Current Federal $ (11,862 ) State - Deferred Federal (12,214 ) State - Valuation allowance 24,076 Income tax provision $ - The Company’s net deferred tax assets are as follows: December 31, Deferred tax assets: Start-up/Organization costs $ 12,214 Net operating loss carryforwards 11,862 Total deferred tax assets 24,076 Valuation allowance (24,076 ) Deferred tax asset, net of allowance $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from September 18, 2020 (date of inception) to December 31, 2020, the valuation allowance was approximately $24,000. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: December 31, Statutory federal income tax rate 21.0 % Change in fair value of derivative warrant liabilities (13.8 )% Financing cost – derivative warrant liabilities (5.8 ) Change in valuation allowance (1.4 )% Income taxes benefit 0.0 % There were no unrecognized tax benefits as of December 31, 2020. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Subsequent Events

Subsequent Events	3 Months Ended
	Dec. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 11—Subsequent Events On February 10, 2021, the Company, entered into a Business Combination Agreement and Plan of Merger (the “Business Combination Agreement”) by and among the Company, Fetch Merger Sub, Inc., a Delaware corporation and newly formed direct wholly-owned subsidiary of Company (“Merger Sub”), and A Place for Rover, Inc., a Delaware corporation (“Rover”), providing for, among other things, and subject to the terms and conditions therein, a business combination between the Company and Rover pursuant to which, among other things, (i) Merger Sub will merge with and into Rover, the separate corporate existence of Merger Sub will cease and Rover will continue as the surviving corporation in the merger and a wholly owned subsidiary of the Company and (ii) the Company will change its name to “Rover Group, Inc.” The Business Combination Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Business Combination Agreement, the “ Business Combination (i) at the closing of the transactions contemplated by the Business Combination Agreement (the “ Closing DGCL Merger (ii) as a result of the Business Combination, each outstanding share of Rover common stock and preferred stock as of immediately prior to the effective time of the Business Combination, would be converted into, at the election of the holder thereof (subject to the limitations on such elections set forth in the Business Combination Agreement) the right to receive (a) an amount of cash or shares of Class A common stock, par value $0.0001 per share, of the Company’s common stock, based on the pro rata portion applicable to such share of Rover common stock or preferred stock, as applicable, of an aggregate purchase price equal to $1.350 billion, as adjusted by (1) Rover’s cash, indebtedness, and accrued tax liabilities as of immediately prior to the effective time of the Merger, (2) the unpaid transaction expenses of Rover and the Company as of immediately prior to the effective time of the Business Combination, and (3) the aggregate exercise price of Rover options and Rover warrants outstanding as of immediately prior to the effective time of the Business Combination, which options and warrants will be assumed by the Company subject to the terms and conditions set forth in the Business Combination Agreement and (b) the contingent “earn-out” right to receive a pro rata portion of up to 22,500,000 shares of the Company’s Common Stock in the aggregate based on the achievement of certain trading price targets following the Closing, which amount of “earn-out” shares will be adjusted based on a formula set forth in the Business Combination Agreement to reflect a portion of the value of such “earn-out” shares deemed to be earned upon exercise of Rover options and warrants assumed by the Company in the Business Combination; and (iii) the Company will immediately be renamed “Rover Group, Inc.” The Company’s Board of Directors has unanimously (i) approved and declared advisable the Business Combination Agreement, the Business Combination and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Business Combination Agreement and related matters by the Company’s stockholders. The Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) obtaining required approvals of the Business Combination and related matters by the respective stockholders of the Company and Rover, (ii) the effectiveness of the proxy statement / registration statement on Form S-4 filed by the Company in connection with the Business Combination, (iii) receipt of approval for listing on Nasdaq the shares of the Company’s Common Stock to be issued in connection with the Merger, (iv) that the Company continues to have at least $5,000,001 of net tangible assets upon the Closing and (v) the absence of any injunctions enjoining or prohibiting the consummation of the Merger. Concurrently with the execution of the Business Combination Agreement, the Company entered into a backstop subscription agreement with True Wind Capital II, L.P. and True Wind Capital II-A, L.P. (together, the “TWC Funds”) (the “Sponsor Backstop Subscription Agreement”), pursuant to which the TWC Funds agreed to, among other things, purchase shares of the Company’s common stock in an aggregate amount of up to $50,000,000 (or such greater amount at the election of the TWC Funds) to the extent of the amount of redemptions of shares of the Company’s common stock. The TWC Funds also agreed to purchase additional shares of our common stock in an aggregate amount of up to $50,000,000 if mutually agreed with Rover. Concurrently with the execution of the Business Combination Agreement, certain accredited investors (the “PIPE Investors”), entered into subscription agreements (the “PIPE Subscription Agreements”) pursuant to which the PIPE Investors have committed to purchase 5,000,000 shares of our common stock (the “PIPE Shares”) at a purchase price per share of $10.00 and an aggregate purchase price of $50,000,000 (the “PIPE Investment”). The purchase of the PIPE Shares is conditioned upon, and will be consummated concurrently with, the closing of the initial business combination. Certain offering related expenses are payable by us, including customary fees payable to the placement agents, Deutsche Bank Securities and Morgan Stanley & Co. LLC. The purpose of the sale of the PIPE Shares is to raise additional capital for use in connection with the Proposed Transactions and to meet the minimum cash requirements provided in the Business Combination Agreement. Concurrently with the execution of the Business Combination Agreement, the Company entered into stockholder support agreements with Rover and certain stockholders of Rover (the “Rover Holders Support Agreements”), pursuant to which such stockholders agreed to approve the Business Combination Agreement and the Proposed Transactions. Management has evaluated subsequent events to determine if events or transactions occurring through May 5, 2021, the date the financial statements were issued. Other than as described herein, the Company did not identify any other subsequent events that would require potential adjustment to or disclosure in the financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at December 31, 2020.
Investment Held in Trust Account	Investment Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000, and any cash held in Trust Account. As of December 31, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. The Company’s investments held in the Trust Account as of December 31, 2020 are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that comprise only U.S. treasury securities money market funds.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, franchise tax payable and due to related party approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date.
Derivative warrant liabilities	Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities have been allocated based on their relative fair value of total proceeds and are recognized in the statement of operations as incurred. The 5,500,000 issued in connection with the Initial Public Offering (the “Public Warrants”) and the 5,166,667 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering have been measured at fair value using a Monte Carlo simulation model. The fair value of the warrants issued in the Private Placement were estimated using Black-Scholes.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and underwriting fees and other costs incurred that were directly related to the Initial Public Offering Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately $0.5 million is included in financing cost -derivative warrant liabilities in the statement of operations and $15.2 million is included in stockholders’ equity.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. Shares of Class A common stock of the Company feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2020, 24,507,159 shares of Class A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.
Net Income Per Share of Common Stock	Net Income Per Share of Common Stock Net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 10,666,667 shares of the Company’s Class A common stock in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share of common stock, basic and diluted for shares of Class A common stock are calculated by dividing the income (loss) earned on investments held in the Trust Account, net of applicable taxes and working capital amounts available to be withdrawn from the Trust Account, which was $0 for the period from September 18, 2020 (inception) through December 31, 2020, by the weighted average number of shares of Class A common stock outstanding for the period. Net loss per share of common stock, basic and diluted for shares of Class B common stock is calculated by dividing the net loss of approximately $1.7 million, less income attributable to Class A common stock by the weighted average number of shares of Class B common stock outstanding for the period.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncement 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)	3 Months Ended
	Dec. 31, 2020
Condensed Financial Information Disclosure [Abstract]
Schedule of impact of restatement on balance sheets	As of December 31, 2020 As Previously Restatement Reported Adjustment As Restated Balance Sheet Total assets $ 276,772,221 $ - $ 276,772,221 Liabilities and stockholders’ equity Total current liabilities $ 170,629 $ - $ 170,629 Deferred underwriting commissions 9,625,000 - 9,625,000 Derivative warrant liabilities - 16,905,000 16,905,000 Total liabilities 9,795,629 16,905,000 26,700,629 Class A common stock, $0.0001 par value; shares subject to possible redemption 261,976,590 (16,905,000 ) 245,071,590 Stockholders’ equity Preferred stock- $0.0001 par value - - - Class A common stock - $0.0001 par value 130 169 299 Class B common stock - $0.0001 par value 688 - 688 Additional paid-in-capital 5,113,832 1,597,355 6,711,187 Accumulated deficit (114,648 ) (1,597,524 ) (1,712,172 ) Total stockholders’ equity 5,000,002 - 5,000,002 Total liabilities and stockholders’ equity $ 276,772,221 $ - $ 276,772,221 As of December 11, 2020 As Previously Restatement Reported Adjustment As Restated Balance Sheet Total assets $ 276,800,681 $ - $ 276,800,681 Liabilities and stockholders’ equity Total current liabilities $ 137,300 $ - $ 137,300 Deferred underwriting commissions 9,625,000 - 9,625,000 Derivative warrant liabilities - 15,783,330 15,783,330 Total liabilities 9,762,300 15,783,330 25,545,630 Class A common stock, $0.0001 par value; shares subject to possible redemption 262,038,380 (15,783,330 ) 246,255,050 Stockholders’ equity Preferred stock- $0.0001 par value - - - Class A common stock - $0.0001 par value 130 157 287 Class B common stock - $0.0001 par value 688 - 688 Additional paid-in-capital 5,052,042 475,697 5,527,739 Accumulated deficit (52,859 ) (475,854 ) (528,713 ) Total stockholders’ equity 5,000,001 - 5,000,001 Total liabilities and stockholders’ equity $ 276,800,681 $ - $ 276,800,681
Schedule of impact of restatement on statements of operations	Period From September 18, 2020 (Inception) Through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Statement of Operations Loss from operations $ (114,648 ) $ - $ (114,648 ) Other (expense) income: Financing cost – derivative warrant liabilities - (475,854 ) (475,854 ) Change in fair value of derivative warrant liabilities - (1,121,670 ) (1,121,670 ) Total other (expense) income - (1,597,524 ) (1,597,524 ) Net loss $ (114,648 ) $ (1,597,524 ) $ (1,712,172 ) Basic and Diluted weighted-average Class A common shares outstanding 27,500,000 - 27,500,000 Basic and Diluted net income per Class A common share $ - - $ - Basic and Diluted weighted-average Class B common shares outstanding 6,375,000 - 6,375,000 Basic and Diluted net loss per Class B common share $ - (0.27 ) $ (0.27 )
Schedule of impact of restatement on statements of cash flows	Period From September 18, 2020 (Inception) Through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Statement of Cash Flows Net loss $ (114,648 ) $ (1,597,524 ) $ (1,712,172 ) Adjustment to reconcile net loss to net cash used in operating activities (667,891 ) 1,597,524 929,633 Net cash used in operating activities (782,539 ) - (782,539 ) Net cash used in investing activities (275,000,000 ) - (275,000,000 ) Net cash provided by financing activities 276,787,884 - 276,787,884 Net change in cash $ 1,005,345 $ - $ 1,005,345

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Schedule of fair value hierarchy of valuation techniques	Quoted Prices Significant Other Significant Other Description (Level 1) (Level 2) (Level 3) Assets held in Trust Account: Mutual funds $ 275,000,000 $ - $ - Liabilities: Derivative warrant liabilities $ - $ 16,905,000
Schedule of Level 3 fair value measurements input	As of December 11, 2020 As of December 31, 2020 Public and Private Public and Private Volatility 14.23%-25% 14.23%-25% Stock price $10.41-$10.56 $10.41-$10.56 Expected life of the options to convert 5.75 5.72 Risk-free rate 0.47% 0.47% Dividend yield 0.0% 0.0%
Schedule of fair value of the derivative warrant liabilities	Derivative warrant liabilities at September 18, 2020 (inception) $ - Issuance of Public and Private Warrants 15,783,330 Change in fair value of derivative warrant liabilities 1,121,670 Derivative warrant liabilities at December 31, 2020 $ 16,905,000

Income Taxes (Tables)

Income Taxes (Tables)	3 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Schedule of components of income tax provision (benefit)	December 31, Current Federal $ (11,862 ) State - Deferred Federal (12,214 ) State - Valuation allowance 24,076 Income tax provision $ -
Schedule of net deferred tax	December 31, Deferred tax assets: Start-up/Organization costs $ 12,214 Net operating loss carryforwards 11,862 Total deferred tax assets 24,076 Valuation allowance (24,076 ) Deferred tax asset, net of allowance $ -
Schedule of statutory federal income tax rate (benefit)	December 31, Statutory federal income tax rate 21.0 % Change in fair value of derivative warrant liabilities (13.8 )% Financing cost – derivative warrant liabilities (5.8 ) Change in valuation allowance (1.4 )% Income taxes benefit 0.0 %

Description of Organization, _2

Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($)	Dec. 11, 2020	Dec. 31, 2020
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Exercise price of warrants or rights (in Dollars per share)		$ 11.50
Proceeds from Issuance initial public offering		$ 275,000,000
Threshold minimum aggregate fair market value as percentage of assets held in trust account		80.00%
Threshold percentage of outstanding voting securities of target to be acquired by post transaction company to complete business combination		50.00%
Minimum net tangible assets upon consummation of business combination		$ 5,000,001
Threshold percentage of public shares subject to redemption without company’s prior written consent		15.00%
Percentage obligation to redeem public shares		100.00%
Working capital annual limit		$ 500,000
Maximum net interest to pay dissolution expenses		100,000
Operating bank account		1,000,000
Working capital		1,600,000
Cash payment to related party		$ 25,000
IPO [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Units issued during period shares new issues (in Shares)	27,500,000
Share price (in Dollars per share)	$ 10	$ 10
Shares Issued price per share (in Dollars per share)		$ 10
Over-Allotment Option [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Units issued during period shares new issues (in Shares)	2,500,000
Units issued during period values new issues	$ 275,000,000
Offering costs	15,700,000
Deferred underwriting commissions	9,600,000
Private Placement [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Units issued during period values new issues	$ 275,000,000
Number of warrants or rights (in Shares)		5,166,667
Exercise price of warrants or rights (in Dollars per share)		$ 1.50
Proceeds from issuance of warrants		$ 7,800,000
Sponsor [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Loan proceeds from related party		$ 176,000

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details) - Schedule of impact of restatement on balance sheets - USD ($)	Dec. 31, 2020	Dec. 11, 2020
As Previously Reported [Member]
Balance Sheet
Total assets	$ 276,772,221	$ 276,800,681
Total current liabilities	170,629	137,300
Deferred underwriting commissions	9,625,000	9,625,000
Derivative warrant liabilities
Total liabilities	9,795,629	9,762,300
Class A common stock, $0.0001 par value; shares subject to possible redemption	261,976,590	262,038,380
Stockholders’ equity
Preferred stock- $0.0001 par value
Additional paid-in-capital	5,113,832	5,052,042
Accumulated deficit	(114,648)	(52,859)
Total stockholders’ equity	5,000,002	5,000,001
Total liabilities and stockholders’ equity	276,772,221	276,800,681
As Previously Reported [Member] | Class A Common Stock
Stockholders’ equity
Common stock value	130	130
As Previously Reported [Member] | Class B Common Stock
Stockholders’ equity
Common stock value	688	688
Restatement Adjustment [Member]
Balance Sheet
Total assets
Total current liabilities
Deferred underwriting commissions
Derivative warrant liabilities	16,905,000	15,783,330
Total liabilities	16,905,000	15,783,330
Class A common stock, $0.0001 par value; shares subject to possible redemption	(16,905,000)	(15,783,330)
Stockholders’ equity
Preferred stock- $0.0001 par value
Additional paid-in-capital	1,597,355	475,697
Accumulated deficit	(1,597,524)	(475,854)
Total stockholders’ equity
Total liabilities and stockholders’ equity
Restatement Adjustment [Member] | Class A Common Stock
Stockholders’ equity
Common stock value	169	157
Restatement Adjustment [Member] | Class B Common Stock
Stockholders’ equity
Common stock value
As Restated [Member]
Balance Sheet
Total assets	276,772,221	276,800,681
Total current liabilities	170,629	137,300
Deferred underwriting commissions	9,625,000	9,625,000
Derivative warrant liabilities	16,905,000	15,783,330
Total liabilities	26,700,629	25,545,630
Class A common stock, $0.0001 par value; shares subject to possible redemption	245,071,590	246,255,050
Stockholders’ equity
Preferred stock- $0.0001 par value
Additional paid-in-capital	6,711,187	5,527,739
Accumulated deficit	(1,712,172)	(528,713)
Total stockholders’ equity	5,000,002	5,000,001
Total liabilities and stockholders’ equity	276,772,221	276,800,681
As Restated [Member] | Class A Common Stock
Stockholders’ equity
Common stock value	299	287
As Restated [Member] | Class B Common Stock
Stockholders’ equity
Common stock value	$ 688	$ 688

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements (Details) - Schedule of impact of restatement on balance sheets (Parentheticals) - As Restated [Member] - $ / shares	Dec. 31, 2020	Dec. 11, 2020
Class A Common Stock
Condensed Financial Statements, Captions [Line Items]
Common stock shares subject to possible redemption, par value	$ 0.0001	$ 0.0001
Common stock, par value	0.0001	0.0001
Class B Common Stock
Condensed Financial Statements, Captions [Line Items]
Common stock, par value	$ 0.0001	$ 0.0001

Restatement of Previously Iss_5

Restatement of Previously Issued Financial Statements (Details) - Schedule of impact of restatement on statements of operations	3 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
As Previously Reported [Member]
Statement of Operations
Loss from operations	$ (114,648)
Financing cost – derivative warrant liabilities
Change in fair value of derivative warrant liabilities
Total other (expense) income
Net loss	$ (114,648)
As Previously Reported [Member] | Class A Common Stock
Statement of Operations
Basic and diluted weighted average common shares outstanding (in Shares) | shares	27,500,000
Basic and diluted net loss per common share (in Dollars per share) | $ / shares
As Previously Reported [Member] | Class B Common Stock
Statement of Operations
Basic and diluted weighted average common shares outstanding (in Shares) | shares	6,375,000
Basic and diluted net loss per common share (in Dollars per share) | $ / shares
Restatement Adjustment [Member]
Statement of Operations
Loss from operations
Financing cost – derivative warrant liabilities	(475,854)
Change in fair value of derivative warrant liabilities	(1,121,670)
Total other (expense) income	(1,597,524)
Net loss	$ (1,597,524)
Restatement Adjustment [Member] | Class A Common Stock
Statement of Operations
Basic and diluted weighted average common shares outstanding (in Shares) | shares
Basic and diluted net loss per common share (in Dollars per share) | $ / shares
Restatement Adjustment [Member] | Class B Common Stock
Statement of Operations
Basic and diluted weighted average common shares outstanding (in Shares) | shares
Basic and diluted net loss per common share (in Dollars per share) | $ / shares	$ (0.27)
As Restated [Member]
Statement of Operations
Loss from operations	$ (114,648)
Financing cost – derivative warrant liabilities	(475,854)
Change in fair value of derivative warrant liabilities	(1,121,670)
Total other (expense) income	(1,597,524)
Net loss	$ (1,712,172)
As Restated [Member] | Class A Common Stock
Statement of Operations
Basic and diluted weighted average common shares outstanding (in Shares) | shares	27,500,000
Basic and diluted net loss per common share (in Dollars per share) | $ / shares
As Restated [Member] | Class B Common Stock
Statement of Operations
Basic and diluted weighted average common shares outstanding (in Shares) | shares	6,375,000
Basic and diluted net loss per common share (in Dollars per share) | $ / shares	$ (0.27)

Restatement of Previously Iss_6

Restatement of Previously Issued Financial Statements (Details) - Schedule of impact of restatement on statements of cash flows	3 Months Ended
	Dec. 31, 2020USD ($)
As Previously Reported [Member]
Statement of Cash Flows
Net loss	$ (114,648)
Adjustment to reconcile net loss to net cash used in operating activities	(667,891)
Net cash used in operating activities	(782,539)
Net cash used in investing activities	(275,000,000)
Net cash provided by financing activities	276,787,884
Net change in cash	1,005,345
Restatement Adjustment [Member]
Statement of Cash Flows
Net loss	(1,597,524)
Adjustment to reconcile net loss to net cash used in operating activities	1,597,524
Net cash used in operating activities
Net cash used in investing activities
Net cash provided by financing activities
Net change in cash
As Restated {Member]
Statement of Cash Flows
Net loss	(1,712,172)
Adjustment to reconcile net loss to net cash used in operating activities	929,633
Net cash used in operating activities	(782,539)
Net cash used in investing activities	(275,000,000)
Net cash provided by financing activities	276,787,884
Net change in cash	$ 1,005,345

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Details)	3 Months Ended
	Dec. 31, 2020USD ($)shares
Summary of Significant Accounting Policies (Details) [Line Items]
Cash, FDIC insured amount	$ 250,000
Shares issued (in Shares) | shares	5,500,000
Derivative liabilities	$ 5,166,667
Financing cost-derivative warrant liabilities	$ 475,854
Purchase of aggregate diluted shares (in Shares) | shares	10,666,667
Working capital withdrawn from Trust Account	$ 0
Net loss per share of common stock, basic and diluted	(1,700,000)
Warrant [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Financing cost-derivative warrant liabilities	500,000
Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Financing cost-derivative warrant liabilities	$ 15,200,000
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Shares subject to possible redemption (in Shares) | shares	24,507,159

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions	Dec. 11, 2020	Dec. 31, 2020
IPO [Member]
Initial Public Offering (Details) [Line Items]
Units issued during period shares new issues (in Shares)	27,500,000
Share price (in Dollars per share)	$ 10	$ 10
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Units issued during period shares new issues (in Shares)	2,500,000
Units issued during period values new issues	$ 275
Offering costs	15.7
Deferred underwriting commissions	$ 9.6
Class A Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Share price (in Dollars per share)	$ 11.50	$ 10

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Dec. 11, 2020	Nov. 18, 2020	Oct. 31, 2020	Sep. 30, 2020	Sep. 28, 2020	Sep. 24, 2020	Dec. 31, 2020	Dec. 31, 2020	Sep. 18, 2020
Related Party Transactions (Details) [Line Items]
Description of related party								The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) with respect to 100% of the Founder Shares, only if the closing price of the 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 any time 90 days after completion of the initial Business Combination or (B) if True Wind Capital Management, L.P., an affiliate of the Sponsor (“True Wind Capital”) provides funds toward the consummation of the initial Business Combination in an amount not less than $50,000,000 in the aggregate, then with respect to 50% of the Founder Shares, the earlier to occur of: (i) 180 days after completion of the initial Business Combination; or (ii) if the closing price of the 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 any time 90 days after completion of the initial Business Combination and with respect to the remaining 50% of the Founder Shares, only if the closing price of the 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 any time 90 days after completion of the initial Business Combination.
Initial public offering pursuant to promissory note (in Dollars)									$ 350,000
Company borrowing (in Dollars)									176,000
Working capital loans (in Dollars)									$ 1,500,000
Warrant price per share (in Dollars per share)									$ 1.50
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Transfer of shares			25,000	25,000
Forfeit shares								937,500
Percentage of issued and outstanding shares							20.00%	20.00%
Founder share forfeited								312,500
Private Placement Warrants [Member]
Related Party Transactions (Details) [Line Items]
Aggregate share purchase							5,166,667	5,166,667
Price per share (in Dollars per share)							$ 1.50	$ 1.50
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Aggregate share purchase								7.8
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Shares purchase					7,906,250
Transfer of shares
Cancellation shares		718,750
Common stock shares outstanding		7,187,500					6,875,000	6,875,000
Forfeit shares								937,500
Founder share forfeited	312,500
Class B Common Stock [Member] | Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Shares purchase						7,906,250
Par value per share (in Dollars per share)						$ 0.0001
Aggregate price (in Dollars)					$ 25,000
Cancellation shares		718,750
Common stock shares outstanding		7,187,500
Class B Common Stock [Member] | Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Common stock shares outstanding							7,187,500	7,187,500
Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Transfer of shares							27,500,000
Common stock shares outstanding							2,992,841	2,992,841
Class A Common Stock [Member] | Private Placement Warrants [Member]
Related Party Transactions (Details) [Line Items]
Par value per share (in Dollars per share)							$ 11.50	$ 11.50

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	3 Months Ended
	Dec. 31, 2020	Dec. 11, 2020
Commitments and Contingencies (Details) [Line Items]
Aggregate purchase price of common stock	$ 100,000,000
underwriting discount per unit	$ 0.20
Additional fee per unit	$ 0.35
Amount of deferred underwriting compensation noncurrent	$ 9,600,000
Initial Public Offering [Member]
Commitments and Contingencies (Details) [Line Items]
Price per share	$ 10	$ 10
Amount of underwriting discount	$ 5,500,000
Class A Common Stock [Member]
Commitments and Contingencies (Details) [Line Items]
Price per share	$ 10	$ 11.50

Derivative Warrant Liabilities

Derivative Warrant Liabilities (Details)	3 Months Ended
	Dec. 31, 2020USD ($)$ / shares
Derivative Warrant Liabilities (Details) [Line Items]
Exercise price of warrants | $ / shares	$ 11.50
Warrants term	5 years
Description of exercise price	In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Private Placement Warrants [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Warrants outstanding | $	$ 5,166,667
Exercise price of warrants | $ / shares	$ 1.50
Public Warrants [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Warrants outstanding | $	$ 5,500,000
Class A Common Stock [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Description of warrant redemption	Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the closing price of 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 ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”).
Class A Common Stock [Member] | Private Placement Warrants [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Description of warrant redemption	Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants): ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the fair market value of the Shares of Class A common stock; and ● if, and only if, the closing price of the Shares of Class A common stock equals or exceeds $10.00 per public share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; ● if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holders’ ability to cashless exercise its warrants) as the outstanding Public Warrants.

Stockholders' Equity (Details)

Stockholders' Equity (Details) - $ / shares	Dec. 11, 2020	Nov. 18, 2020	Sep. 28, 2020	Dec. 31, 2020
Stockholders' Equity (Details) [Line Items]
Issued and outstanding percentage				20.00%
Preferred stock, shares authorized				1,000,000
Preferred stock par value (in Dollars per share)				$ 0.0001
Over-Allotment Option [Member]
Stockholders' Equity (Details) [Line Items]
Purchase of additional shares	2,500,000
Initial Public Offering [Member]
Stockholders' Equity (Details) [Line Items]
Issued and outstanding percentage				20.00%
Class A Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized				200,000,000
Common stock par value (in Dollars per share)				$ 0.0001
Common stock, shares outstanding				27,500,000
Common stock, subject to possible redemption				24,507,159
Common stock, shares outstanding				2,992,841
Class B Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized				20,000,000
Common stock par value (in Dollars per share)				$ 0.0001
Stock issued			7,906,250
Cancellation shares		718,750
Common stock, shares outstanding		7,187,500		6,875,000
Forfeit shares				937,500
Founder share forfeited	312,500
Class B Common Stock [Member] | Over-Allotment Option [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares outstanding				7,187,500

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of fair value hierarchy of valuation techniques	Dec. 31, 2020USD ($)
Quoted Prices in Active Markets (Level 1) [Member]
Assets held in Trust Account:
Mutual funds	$ 275,000,000
Significant Other Observable Inputs (Level 2) [Member]
Assets held in Trust Account:
Mutual funds
Liabilities:
Derivative warrant liabilities
Significant Other Unobservable Inputs (Level 3) [Member]
Assets held in Trust Account:
Mutual funds
Liabilities:
Derivative warrant liabilities	$ 16,905,000

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of Level 3 fair value measurements input - Public and Private [Member] - $ / shares	Dec. 11, 2020	Dec. 31, 2020
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected life of the options to convert	5 years 9 months	5 years 262 days
Risk-free rate	0.47%	0.47%
Dividend yield	0.00%	0.00%
Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Volatility	14.23%	14.23%
Stock price (in Dollars per share)	$ 10.41	$ 10.41
Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Volatility	25.00%	25.00%
Stock price (in Dollars per share)	$ 10.56	$ 10.56

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of fair value of the derivative warrant liabilities	3 Months Ended
	Dec. 31, 2020USD ($)
Schedule of fair value of the derivative warrant liabilities [Abstract]
Derivative warrant liabilities at September 18, 2020 (inception)
Derivative warrant liabilities at December 31, 2020	16,905,000
Issuance of Public and Private Warrants	15,783,330
Change in fair value of derivative warrant liabilities	$ 1,121,670

Income Taxes (Details)

Income Taxes (Details)	Dec. 31, 2020USD ($)
Income Tax Disclosure [Abstract]
Tax credit carryforward, valuation allowance	$ 24,000

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of components of income tax provision (benefit)	3 Months Ended
	Dec. 31, 2020USD ($)
Current
Federal	$ (11,862)
State
Deferred
Federal	(12,214)
State
Valuation allowance	24,076
Income tax provision

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of net deferred tax	Dec. 31, 2020USD ($)
Deferred tax assets:
Start-up/Organization costs	$ 12,214
Net operating loss carryforwards	11,862
Total deferred tax assets	24,076
Valuation allowance	(24,076)
Deferred tax asset, net of allowance

Income Taxes (Details) - Sche_3

Income Taxes (Details) - Schedule of statutory federal income tax rate (benefit)	3 Months Ended
	Dec. 31, 2020
Schedule of statutory federal income tax rate (benefit) [Abstract]
Statutory federal income tax rate	21.00%
Change in fair value of derivative warrant liabilities	(13.80%)
Financing cost – derivative warrant liabilities	(5.80%)
Change in valuation allowance	(1.40%)
Income taxes benefit	0.00%

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member]	Feb. 10, 2021USD ($)$ / sharesshares
Subsequent Events (Details) [Line Items]
Business combination, description	(ii) as a result of the Business Combination, each outstanding share of Rover common stock and preferred stock as of immediately prior to the effective time of the Business Combination, would be converted into, at the election of the holder thereof (subject to the limitations on such elections set forth in the Business Combination Agreement) the right to receive (a) an amount of cash or shares of Class A common stock, par value $0.0001 per share, of the Company’s common stock, based on the pro rata portion applicable to such share of Rover common stock or preferred stock, as applicable, of an aggregate purchase price equal to $1.350 billion, as adjusted by (1) Rover’s cash, indebtedness, and accrued tax liabilities as of immediately prior to the effective time of the Merger, (2) the unpaid transaction expenses of Rover and the Company as of immediately prior to the effective time of the Business Combination, and (3) the aggregate exercise price of Rover options and Rover warrants outstanding as of immediately prior to the effective time of the Business Combination, which options and warrants will be assumed by the Company subject to the terms and conditions set forth in the Business Combination Agreement and (b) the contingent “earn-out” right to receive a pro rata portion of up to 22,500,000 shares of the Company’s Common Stock in the aggregate based on the achievement of certain trading price targets following the Closing, which amount of “earn-out” shares will be adjusted based on a formula set forth in the Business Combination Agreement to reflect a portion of the value of such “earn-out” shares deemed to be earned upon exercise of Rover options and warrants assumed by the Company in the Business Combination; and
Net tangible assets	$ 5,000,001
Redemption shares, description	the Company entered into a backstop subscription agreement with True Wind Capital II, L.P. and True Wind Capital II-A, L.P. (together, the “TWC Funds”) (the “Sponsor Backstop Subscription Agreement”), pursuant to which the TWC Funds agreed to, among other things, purchase shares of the Company’s common stock in an aggregate amount of up to $50,000,000 (or such greater amount at the election of the TWC Funds) to the extent of the amount of redemptions of shares of the Company’s common stock. The TWC Funds also agreed to purchase additional shares of our common stock in an aggregate amount of up to $50,000,000 if mutually agreed with Rover.
Aggeregate purchase price shares | shares	5,000,000
Purchase price per share | $ / shares	$ 10
Aggeregate purchase price amount	$ 50,000,000