Omnichannel Acquisition (OCA) S-4 12 Aug 21 Registration of securities issued in business combination transactions Financial data

Document And Entity Information

Document And Entity Information	3 Months Ended
	Mar. 31, 2021
Document And Entity Information
Entity Registrant Name	Omnichannel Acquisition Corp.
Document Type	S-4
Amendment Flag	false
Entity Central Index Key	0001827669
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE

Unaudited Condensed Balance She

Unaudited Condensed Balance Sheets - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 710,520	$ 821,080
Prepaid expenses	537,780	627,614
Total current assets	1,248,300	1,448,694
Investments held in Trust Account	206,567,832	206,498,802
Total Assets	207,816,132	207,947,496
Current liabilities:
Accounts payable	36,759	3,728
Accounts payable - related party	12,000	8,000
Accrued expenses	1,065,841	182,577
Due to related party		6,252
Franchise tax payable	48,767	61,420
Total current liabilities	1,163,367	261,977
Derivative warrant liabilities	13,164,000	21,226,950
Deferred underwriting commissions	7,227,500	7,227,500
Total liabilities	21,554,867	28,716,427
Commitments and Contingencies
Class A common stock, $0.0001 par value; 18,126,126 and 17,423,106 shares subject to possible redemption at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively	181,261,260	174,231,060
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 2,523,874 and 3,226,894 shares issued and outstanding (excluding 18,126,126 and 17,423,106 shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively	252	322
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,162,500 and 5,750,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively	516	575	[1]
Additional paid-in capital	1,850,692	8,880,763
Retained earnings (accumulated deficit)	3,148,545	(3,881,651)
Total stockholders’ equity	5,000,005	5,000,009
Total Liabilities and Stockholders’ Equity	$ 207,816,132	$ 207,947,496
[1]	This number included up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On November 30, 2020, the underwriters partially exercised the over-allotment option to purchase an additional 650,000 Units; thus, only 587,500 shares of Class B common stock remain subject to forfeiture at December 31, 2020.

Unaudited Condensed Balance S_2

Unaudited Condensed Balance Sheets (Parentheticals) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Subject to possible redemption par value (in Dollars per share)	$ 10	$ 10
Common stock, par value	0.0001	0.0001
Subject to possible redemption (in Dollars)	$ 1,812,612,600	$ 1,742,310,600
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class B Common Stock [Member]
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	5,162,500	5,750,000
Common stock, shares outstanding	5,162,500	5,750,000
Class A common Stock [Member]
Subject to possible redemption par value (in Dollars per share)		$ 10
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	380,000,000	380,000,000
Common stock, shares issued	2,523,874	3,226,894
Common stock, shares outstanding	2,523,874	3,226,894

Unaudited Condensed Statement o

Unaudited Condensed Statement of Operations - USD ($)	3 Months Ended	4 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
General and administrative expenses	$ 1,040,092	$ 173,165
Administrative expenses - related party	12,000	8,000
Franchise tax expense	49,692	61,420
Loss from operations	(1,101,784)	(242,585)
Other income:
Loss upon issuance of private placement warrants		(1,103,400)
Change in fair value of derivative warrant liabilities	8,062,950	(1,810,050)
Offering costs associated with derivative warrant liabilities		(724,418)
Loss from investments held in Trust Account	69,030	(1,198)
Earnings before income taxes		(3,881,651)
Income tax benefit
Net gain from investments held in Trust Account	69,030	(1,198)
Net Income (Loss)	$ 7,030,196	(3,881,651)
Class A common Stock [Member]
Other income:
Net Income (Loss)
Weighted average shares outstanding (in Shares)	20,650,000	20,547,368
Basic and diluted net income per share (in Dollars per share)	$ 0	$ 0
Class B Common Stock [Member]
Other income:
Net Income (Loss)
Weighted average shares outstanding (in Shares)	5,162,500	5,055,914	[1]
Basic and diluted net income per share (in Dollars per share)	$ 1.36	$ (0.55)
[1]	This number excludes up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On November 30, 2020, the underwriters partially exercised the over-allotment option to purchase an additional 650,000 Units; thus, only 587,500 shares of Class B common stock remain subject to forfeiture at December 31, 2020.

Unaudited Condensed Statement_2

Unaudited Condensed Statement of Changes in Stockholders’ Equity - USD ($)		Class A common Stock [Member]	Class B Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Sep. 08, 2020
Balance (in Shares) at Sep. 08, 2020
Issuance of Class B common stock to initial stockholders			$ 575	24,425		25,000
Issuance of Class B common stock to initial stockholders (in Shares)	[1]		5,750,000
Sale of units in initial public offering, less allocation to derivative warrant liabilities for public warrants		$ 2,065		194,314,435		194,316,500
Sale of units in initial public offering, less allocation to derivative warrant liabilities for public warrants (in Shares)		20,650,000
Offering costs				(11,228,780)		(11,228,780)
Common stock subject to possible redemption		$ (1,743)		(174,229,317)		(174,231,060)
Common stock subject to possible redemption (in Shares)		(17,423,106)
Net income					(3,881,651)	(3,881,651)
Balance at Dec. 31, 2020		$ 322	$ 575	8,880,763	(3,881,651)	5,000,009
Balance (in Shares) at Dec. 31, 2020		3,226,894	5,750,000
Common stock subject to possible redemption		$ (70)		(7,030,130)		(7,030,200)
Common stock subject to possible redemption (in Shares)		(703,020)
Forfeiture of Class B common stock			$ (59)	59
Forfeiture of Class B common stock (in Shares)			(587,500)
Net income					7,030,196	7,030,196
Balance at Mar. 31, 2021		$ 252	$ 516	$ 1,850,692	$ 3,148,545	$ 5,000,005
Balance (in Shares) at Mar. 31, 2021		2,523,874	5,162,500
[1]	This number included up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On November 30, 2020, the underwriters partially exercised the over-allotment option to purchase an additional 650,000 Units; thus, only 587,500 shares of Class B common stock remain subject to forfeiture at December 31, 2020.

Unaudited Condensed Statement_3

Unaudited Condensed Statement of Cash Flows - USD ($)	3 Months Ended	4 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Cash Flows from Operating Activities:
Net Income	$ 7,030,196	$ (3,881,651)
Adjustments to reconcile net income to net cash used in operating activities:
Loss upon issuance of private placement warrants		1,103,400
Offering costs associated with derivative warrant liabilities		724,418
Net gain from investments held in Trust Account	(69,030)	1,198
Change in fair value of derivative warrant liabilities	(8,062,950)	1,810,050
Changes in operating assets and liabilities:
Prepaid expenses	89,834	(627,614)
Accounts payable	33,031	3,728
Accounts payable - related party	4,000	8,000
Accrued expenses	883,264	107,577
Franchise tax payable	(12,653)	61,420
Due to related party	(6,252)	6,252
Net cash used in operating activities	(110,560)	(683,222)
Cash Flows from Investing Activities
Cash deposited in Trust Account		(206,500,000)
Net cash used in investing activities		(206,500,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor		25,000
Proceeds from note payable to related party		43,913
Repayment of note payable to related party		(104,788)
Proceeds received from initial public offering, gross		206,500,000
Proceeds received from private placement		6,130,000
Offering costs paid		(4,589,823)
Net cash provided by financing activities		208,004,302
Net decrease in cash	(110,560)	821,080
Cash - beginning of the period	821,080
Cash - end of the period	710,520	821,080
Supplemental disclosure of noncash activities:
Offering costs included in accrued expenses		75,000
Deferred underwriting commissions in connection with the initial public offering		7,227,500
Initial value of Class A common stock subject to possible redemption		170,500,700
Change in Value of Class A common stock subject to possible redemption	$ 7,030,200	$ 3,730,360

Description of Organization and

Description of Organization and Business Operations	3 Months Ended	4 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Description of Organization, Business Operations	Note 1 — Description of Organization, Business Operations Omnichannel Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on September As of March -operating The Company’s sponsor is Omnichannel Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective November -day -allotments -allotment -Allotment -Allotment Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $6.0 -Allotment Upon the closing of the Initial Public Offering, the Over -Allotment -Allotment -7 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 the 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, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post -business The Company provides the holders of the Company’s outstanding shares of Class A common stock (the “Public Stockholders”), par value $0.0001 per share, sold in the Initial Public Offering (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 stockholder 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 The Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “Initial Stockholders”) agreed not to propose an amendment to the Amended and Restated 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 If the Company is unable to complete a Business Combination within 18 -share 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 5) 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 has 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) not 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. Liquidity and Going Concern As of March The Company’s liquidity needs had been satisfied through a capital contribution of $25,000 from the Sponsor to purchase the Founder Shares (as defined below), the loan under the Note from the Sponsor of approximately $105,000 (see Note 4) to the Company, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on November In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205 -40 Risks and Uncertainties On January -19 -19 -19 -19 -19 -19 -19	Note 1 — Description of Organization and Business Operations Omnichannel Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on September As of December -operating The Company’s sponsor is Omnichannel Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective November -day -allotments -allotment -Allotment -Allotment Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $6.0 million (Note 5). Simultaneously with the closing of the Over -Allotment Upon the closing of the Initial Public Offering, the Over -Allotment -Allotment -7 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 the 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, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post -business The Company provides the holders of the Company’s outstanding shares of Class A common stock (the “Public Stockholders”), par value $0.0001 per share, sold in the Initial Public Offering (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 stockholder 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 The Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “Initial Stockholders”) agreed not to propose an amendment to the Amended and Restated 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 If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering, or May -share 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 has 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) not 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. Liquidity and Capital Resources As of December The Company’s liquidity needs had been satisfied through a capital contribution of $25,000 from the Sponsor to purchase the Founder Shares (as defined below), the loan under the Note from the Sponsor of approximately $105,000 (see Note 5) to the Company, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on November In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205 -40 Risks and Uncertainties On January -19 -19 -19 -19 -19 -19 -19

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	4 Months Ended
	Dec. 31, 2020
Condensed Financial Information Disclosure [Abstract]
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	Note 2 — Restatement of Previously Issued Financial Statements In May 2021, the Audit Committee of the Company, in consultation with management, concluded that, because of a misapplication of the accounting guidance related to its warrants issued in the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants to purchase Class A common stock that the Company issued in November 2020 (collectively, 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 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 -40 -40 -40 Impact of the Restatement The impact of the restatement on the balance sheet and statement of operations for the Affected Period 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 Reported Restatement Adjustment As Restated Balance Sheet Total assets $ 207,947,496 $ — $ 207,947,496 Liabilities, redeemable non-controlling interest and stockholders’ equity Total current liabilities $ 261,977 $ — $ 261,977 Deferred underwriting commissions 7,227,500 — 7,227,500 Derivative warrant liabilities — 21,226,950 21,226,950 Total liabilities 7,489,477 21,226,950 28,716,427 Class A common stock, $0.0001 par value; shares subject to possible redemption 195,458,010 (21,226,950 ) 174,231,060 Stockholders’ equity Preferred stock – $0.0001 par value — — — Class A common stock – $0.0001 par value 110 212 322 Class B common stock – $0.0001 par value 575 — 575 Additional paid-in-capital 5,243,107 3,637,656 8,880,763 Accumulated deficit (243,783 ) (3,637,868 ) (3,881,651 ) Total stockholders’ equity 5,000,009 — 5,000,009 Total liabilities and stockholders’ equity $ 207,947,496 $ — $ 207,947,496 Period From September 9, 2020 As Previously Reported Restatement Adjustment As Restated Statement of Operations and Comprehensive Loss Loss from operations $ (242,585 ) $ — $ (242,585 ) Other income (expense): Loss upon issuance of private placement warrants (1,103,400 ) (1,103,400 ) Offering costs associated with derivative warrant liabilities (724,418 ) (724,418 ) Change in fair value of derivative warrant liabilities — (1,810,050 ) (1,810,050 ) Loss from investments held in Trust Account (1,198 ) — (1,198 ) Earnings before income taxes (243,783 ) (3,637,868 ) (3,881,651 ) Income tax benefit Net loss $ (243,783 ) $ (3,637,868 ) $ (3,881,651 ) Basic and Diluted weighted-average Class A common shares outstanding 20,547,368 — 20,547,368 Basic and Diluted net income per Class A common shares $ (0.00 ) — $ (0.00 ) Basic and Diluted weighted-average Class B common shares outstanding 5,055,914 — 5,055,914 Basic and Diluted net loss per Class B common shares $ (0.05 ) (0.50 ) $ (0.55 ) In addition, the impact to the balance sheet dated November -K As of November 24, 2020 As Previously Reported Restatement Adjustment As Restated Balance Sheet Total assets $ 202,148,859 $ — $ 202,148,859 Liabilities, redeemable non-controlling interest and stockholders’ equity Total current liabilities $ 768,154 $ — $ 768,154 Deferred underwriting commissions 7,000,000 — 7,000,000 Derivative warrant liabilities — 18,880,000 18,880,000 Total liabilities 7,768,154 18,880,000 26,648,154 Class A common stock, $0.0001 par value; shares subject to possible redemption 189,380,700 (18,880,000 ) 170,500,700 Stockholders’ equity Preferred stock – $0.0001 par value — — — Class A common stock – $0.0001 par value 106 189 295 Class B common stock – $0.0001 par value 575 — 575 Additional paid-in-capital 5,047,921 1,783,139 6,831,060 Accumulated deficit (48,597 ) (1,783,328 ) (1,831,925 ) Total stockholders’ equity 5,000,005 — 5,000,005 Total liabilities and stockholders’ equity $ 202,148,859 $ — $ 202,148,859

Summary of Significant Accounti

Summary of Significant Accounting Policies and Basis of Presentation	3 Months Ended	4 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Policies and Basis of Presentation	Note 2 — Summary of Significant Accounting Policies and Basis of Presentation Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period for the three months ended March 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 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 Use of Estimates The preparation of financial statements in conformity with 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. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short -term 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. At March Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised 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 investments are included in interest and dividends from 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, other than for investments in open -ended Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date.GAAP establishes a three -tier 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: • • • 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 March -term The fair value of Public Warrants and Private Warrants was estimated at December Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred in connection with the preparation for 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 derivative warrant liabilities are expensed as incurred, presented as non -operating Derivative Warrant liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A common stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re -assessed The Company issued 10,325,000 warrants to purchase Class A common stock, including Over -Allotment -40 -measurement 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 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March Net Income (Loss) Per Common Share Net loss per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 16,455,000 -dilutive 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 Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020 -06 Debt — Debt with Conversion and Other Options (Subtopic 470 -20 ) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815- 40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity -06 -linked -06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.	Note 3 — Basis of Presentation and Summary of Significant Accounting Policies The accompanying financial statements are presented in U.S. dollars, in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). As described in Note 2 — Restatement of Previously Issued Financial Statements a, the Company’s financial statements for the period from September -K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley 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 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. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues 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. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short -term Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised 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 investments are included in interest and dividends from 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, other than for investments in open -ended Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier • • • 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 -term The fair value of Public Warrants and Private Warrants was estimated at each measurement date using a binomia l/l Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the FASB ASC Topic 340 -10-S99-1 -operating -term 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 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December Net Loss Per Share of Common Stock Net loss per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 16,455,000 -dilutive 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 Derivative Warrant Liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A common stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815 -40 -assessed -assessed The Company issued 10,325,000 warrants to purchase Class A common stock, including Over -Allotment -40 -measurement Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended	4 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Proposed Public Offering [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering On November -Allotment Each Unit consists of one share of Class A common stock and one -half	Note 4 — Initial Public Offering On November -Allotment Each Unit consists of one share of Class A common stock and one -half

Related Party Transactions

Related Party Transactions	3 Months Ended	4 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 — Related Party Transactions Founder Shares On September -allotment -allotment -allotment 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: (i) one year after the completion of the initial Business Combination; and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds of $6.0 -Allotment Each whole 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. The Private Placement Warrants will be non -redeemable 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 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 will 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 Administrative Services Agreement The Company entered into an agreement that provided that, commencing on the effective date of the prospectus through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to pay the Sponsor a total of $4,000 per month for secretarial and administrative services provided to members of the Company’s management team. We incurred $12,000 in expenses in connection with such services during the three months ended March The Company’s officers or directors will be reimbursed for any out -of-pocket -of-pocket	Note 5 — Related Party Transactions Founder Shares On September 30, 2020, the Sponsor purchased 10,062,500 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. On November 13, 2020 and November 19, 2020, respectively, the Sponsor surrendered 2,875,000 and 1,437,500 shares of Class B common stock to the Company for cancellation for no consideration, resulting in an aggregate of 5,750,000 shares of Class B common stock outstanding. All share and per share amounts were retroactively restated to reflect the share surrenders and cancellations. The Initial Stockholders agreed to forfeit up to 750,000 Founder Shares to the extent that the over -allotment -allotment -allotment 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: (i) one year after the completion of the initial Business Combination; and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds of $6.0 million. Simultaneously with the closing of the Over -Allotment 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 130,000 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of $130,000. Each whole 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. The Private Placement Warrants will be non -redeemable 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 30, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non -interest 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 will 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 $1.00 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. As of December Administrative Services Agreement The Company entered into an agreement that provided that, commencing on the effective date of the prospectus through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to pay the Sponsor a total of $4,000 per month for secretarial, expense for period and administrative services provided to members of the Company’s management team. We incurred $8,000 in expenses in connection with such services during the period from September The Company’s officers or directors will be reimbursed for any out -of-pocket -of-pocket

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended	4 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5 — Commitments & Contingencies Registration and Stockholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans), are entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy -back Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $4.0 In connection with the consummation of the Over -Allotment	Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans), are entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy -back Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $4.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $7.0 million in the aggregate. 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. In connection with the consummation of the Over -Allotment Risks and Uncertainties Management continues to evaluate the impact of the COVID -19

Derivative Warrant Liabilities

Derivative Warrant Liabilities	4 Months Ended
	Dec. 31, 2020
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Warrant Liabilities	Note 7 — Derivative Warrant Liabilities 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 has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of the Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of 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 $9.20 per share (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 the 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, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” 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 described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non -redeemable 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: • • • • -trading The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30 -day 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: • • provided • -trading • -trading The “fair market value” of Class A common stock for the above purpose shall mean the volume -weighted 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	4 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
Stockholders’ Equity	Note 6 — Stockholders’ Equity Preferred Stock Class A Common Stock Class B Common Stock -allotment -allotment -allotment Only holders of the Class B common stock have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock vote together as a single class on all other matters submitted to a vote of our stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one -for-one -linked -converted -linked -linked -for-one	Note 8 — Stockholders’ Equity Class A Common Stock — Class B Common Stock — -allotment -allotment -allotment Only holders of the Class B common stock have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock vote together as a single class on all other matters submitted to a vote of our stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one -for-one -linked -converted Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity -linked -linked -for-one Preferred Stock —

Derivative Warrants

Derivative Warrants	3 Months Ended
	Mar. 31, 2021
Derivative Warrants [Abstract]
Derivative Warrants	Note 7 — Derivative Warrant Liabilities 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 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 The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non -redeemable 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: • • • • $18.00 per share (as adjusted) 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 Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30 -day 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: • • provided • -trading • -trading The “fair market value” of Class A common stock for the above purpose shall mean the volume -weighted 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.

Fair Value Measurements

Fair Value Measurements	3 Months Ended	4 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 8 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March March 31, 2021 Description Quoted Significant Other Observable Inputs Significant Assets: Investments held in Trust Account – U.S. Treasury Securities $ 206,567,832 $ — $ — Liabilities: Derivative warrant liabilities – Public warrants 8,260,000 — — Derivative warrant liabilities – Private placement warrants — 4,904,000 — Total Fair Value $ 214,827,832 $ 4,904,000 $ — December 31, 2020 Description Quoted Significant Significant Assets: Investments held in Trust Account – U.S. Treasury Securities $ 206,498,802 $ — $ — Liabilities: Derivative warrant liabilities – Public warrants — — 13,319,250 Derivative warrant liabilities – Private placement warrants — — 7,907,700 Total Fair Value $ 206,498,802 $ — $ 21,226,950 December 31, 2020 Transfers to/from Levels The fair value of Public Warrants and Private Warrants was estimated at December Use of a binomial / lattice model to estimate fair value at December -price -free -free -coupon The following table provides quantitative information regarding Level 3 fair value measurements as of December December 31, 2020 Exercise price $ 11.50 Stock price $ 9.65 Term (yrs) 5.5 Volatility 25.0 % Risk-free rate 0.50 % The change in the fair value of the derivative warrant liabilities, measured with Level 3 inputs, for the three months ended March Level 3 derivative warrant liabilities at January 1, 2021 $ 21,226,950 Transfer of Public Warrants and Private Placement Warrants from Level 3 (21,226,950 ) Level 3 derivative warrant liabilities at March 31, 2021 $ —	Note 9 — Fair Value Measurements The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December Description Quoted Significant Significant Assets: Investments held in Trust Account – U.S. Treasury Securities $ 206,498,802 $ — $ — Liabilities: Derivative warrant liabilities – Public warrants — — 13,319,250 Derivative warrant liabilities – Private placement warrants — — 7,907,700 Total Fair Value $ 206,498,802 — 21,226,950 ____________ (1) Matures on May 27, 2021 and excludes $651 of investments held in cash within the Trust Account. Transfers to/from Levels The fair value of Public Warrants and Private Warrants was estimated at each measurement date using a binomia l/l Inherent in a binomial/lattice model are assumptions related to expected stock -price -free -free -coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement: November 24, December 31, Exercise price $ 11.50 $ 11.50 Stock price $ 9.38 $ 9.65 Term (yrs) 5.5 5.5 Volatility 25.0 % 25.0 % Risk-free rate 0.50 % 0.50 % The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the period from September Derivative warrant liabilities at September 9, 2020 (inception) $ — Issuance of Public and Private Warrants 19,416,900 Change in fair value of derivative warrant liabilities 1,810,050 Derivative warrant liabilities at December 31, 2020 $ 21,226,950

Income Taxes

Income Taxes	4 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income Taxes	Note 10 — Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start -up The income tax provision (benefit) consists of the following for the period from September Current Federal $ — State — Deferred Federal (51,194 ) State — Change in valuation allowance 51,194 Income tax provision $ — The Company’s net deferred tax assets are as follows as of December Deferred tax assets: Start-up/Organization costs $ 13,150 Net operating loss carryforwards 38,045 Total deferred tax assets 51,194 Valuation allowance (51,194 ) 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. There were no unrecognized tax benefits as of December A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows for the period from September Statutory Federal income tax rate 21.0 % Change in fair value of derivative warrant liability, loss upon issuance of Private Placement Warrants and offering costs associated with derivative warrant liablities (19.7 )% Change in Valuation Allowance (1.3 )% Income Taxes Benefit 0.0 %

Subsequent Events

Subsequent Events	3 Months Ended	4 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events Management has evaluated subsequent events and transactions that occurred after the balance sheet date through the date the balance sheet was issued and available for issuance. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.	Note 11 — Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through March The remaining unexercised over -allotment

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended	4 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period for the three months ended March	Basis of Presentation The accompanying financial statements are presented in U.S. dollars, in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). As described in Note 2 — Restatement of Previously Issued Financial Statements a, the Company’s financial statements for the period from September -K
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley 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	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley 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 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.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with 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. Actual results could differ from those estimates.	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues 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. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short -term	Cash and Cash Equivalents The Company considers all short -term
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. At March	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Investments Held in the Trust Account	Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised 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 investments are included in interest and dividends from 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, other than for investments in open -ended	Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised 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 investments are included in interest and dividends from 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, other than for investments in open -ended
Fair Value Measurement	Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date.GAAP establishes a three -tier 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: • • • 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 March -term The fair value of Public Warrants and Private Warrants was estimated at December	Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier • • • 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 -term The fair value of Public Warrants and Private Warrants was estimated at each measurement date using a binomia l/l
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred in connection with the preparation for 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 derivative warrant liabilities are expensed as incurred, presented as non -operating	Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the FASB ASC Topic 340 -10-S99-1 -operating -term
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 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March	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 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December
Net Loss Per Share of Common Stock	Net Income (Loss) Per Common Share Net loss per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 16,455,000 -dilutive 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	Net Loss Per Share of Common Stock Net loss per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 16,455,000 -dilutive 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
Derivative Warrant Liabilities	Derivative Warrant liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A common stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re -assessed The Company issued 10,325,000 warrants to purchase Class A common stock, including Over -Allotment -40 -measurement	Derivative Warrant Liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A common stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815 -40 -assessed -assessed The Company issued 10,325,000 warrants to purchase Class A common stock, including Over -Allotment -40 -measurement
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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
Recent Accounting Pronouncements	Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020 -06 Debt — Debt with Conversion and Other Options (Subtopic 470 -20 ) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815- 40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity -06 -linked -06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	4 Months Ended
	Dec. 31, 2020
Condensed Financial Information Disclosure [Abstract]
Schedule of restatement on the balance sheet	As of December 31, 2020 As Previously Reported Restatement Adjustment As Restated Balance Sheet Total assets $ 207,947,496 $ — $ 207,947,496 Liabilities, redeemable non-controlling interest and stockholders’ equity Total current liabilities $ 261,977 $ — $ 261,977 Deferred underwriting commissions 7,227,500 — 7,227,500 Derivative warrant liabilities — 21,226,950 21,226,950 Total liabilities 7,489,477 21,226,950 28,716,427 Class A common stock, $0.0001 par value; shares subject to possible redemption 195,458,010 (21,226,950 ) 174,231,060 Stockholders’ equity Preferred stock – $0.0001 par value — — — Class A common stock – $0.0001 par value 110 212 322 Class B common stock – $0.0001 par value 575 — 575 Additional paid-in-capital 5,243,107 3,637,656 8,880,763 Accumulated deficit (243,783 ) (3,637,868 ) (3,881,651 ) Total stockholders’ equity 5,000,009 — 5,000,009 Total liabilities and stockholders’ equity $ 207,947,496 $ — $ 207,947,496 As of November 24, 2020 As Previously Reported Restatement Adjustment As Restated Balance Sheet Total assets $ 202,148,859 $ — $ 202,148,859 Liabilities, redeemable non-controlling interest and stockholders’ equity Total current liabilities $ 768,154 $ — $ 768,154 Deferred underwriting commissions 7,000,000 — 7,000,000 Derivative warrant liabilities — 18,880,000 18,880,000 Total liabilities 7,768,154 18,880,000 26,648,154 Class A common stock, $0.0001 par value; shares subject to possible redemption 189,380,700 (18,880,000 ) 170,500,700 Stockholders’ equity Preferred stock – $0.0001 par value — — — Class A common stock – $0.0001 par value 106 189 295 Class B common stock – $0.0001 par value 575 — 575 Additional paid-in-capital 5,047,921 1,783,139 6,831,060 Accumulated deficit (48,597 ) (1,783,328 ) (1,831,925 ) Total stockholders’ equity 5,000,005 — 5,000,005 Total liabilities and stockholders’ equity $ 202,148,859 $ — $ 202,148,859
Schedule of restatement operations and comprehensive loss	Period From September 9, 2020 As Previously Reported Restatement Adjustment As Restated Statement of Operations and Comprehensive Loss Loss from operations $ (242,585 ) $ — $ (242,585 ) Other income (expense): Loss upon issuance of private placement warrants (1,103,400 ) (1,103,400 ) Offering costs associated with derivative warrant liabilities (724,418 ) (724,418 ) Change in fair value of derivative warrant liabilities — (1,810,050 ) (1,810,050 ) Loss from investments held in Trust Account (1,198 ) — (1,198 ) Earnings before income taxes (243,783 ) (3,637,868 ) (3,881,651 ) Income tax benefit Net loss $ (243,783 ) $ (3,637,868 ) $ (3,881,651 ) Basic and Diluted weighted-average Class A common shares outstanding 20,547,368 — 20,547,368 Basic and Diluted net income per Class A common shares $ (0.00 ) — $ (0.00 ) Basic and Diluted weighted-average Class B common shares outstanding 5,055,914 — 5,055,914 Basic and Diluted net loss per Class B common shares $ (0.05 ) (0.50 ) $ (0.55 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended	4 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Schedule of fair value on a recurring basis	March 31, 2021 Description Quoted Significant Other Observable Inputs Significant Assets: Investments held in Trust Account – U.S. Treasury Securities $ 206,567,832 $ — $ — Liabilities: Derivative warrant liabilities – Public warrants 8,260,000 — — Derivative warrant liabilities – Private placement warrants — 4,904,000 — Total Fair Value $ 214,827,832 $ 4,904,000 $ — December 31, 2020 Description Quoted Significant Significant Assets: Investments held in Trust Account – U.S. Treasury Securities $ 206,498,802 $ — $ — Liabilities: Derivative warrant liabilities – Public warrants — — 13,319,250 Derivative warrant liabilities – Private placement warrants — — 7,907,700 Total Fair Value $ 206,498,802 $ — $ 21,226,950	Description Quoted Significant Significant Assets: Investments held in Trust Account – U.S. Treasury Securities $ 206,498,802 $ — $ — Liabilities: Derivative warrant liabilities – Public warrants — — 13,319,250 Derivative warrant liabilities – Private placement warrants — — 7,907,700 Total Fair Value $ 206,498,802 — 21,226,950
Schedule of fair value measurements	December 31, 2020 Exercise price $ 11.50 Stock price $ 9.65 Term (yrs) 5.5 Volatility 25.0 % Risk-free rate 0.50 %	November 24, December 31, Exercise price $ 11.50 $ 11.50 Stock price $ 9.38 $ 9.65 Term (yrs) 5.5 5.5 Volatility 25.0 % 25.0 % Risk-free rate 0.50 % 0.50 %
Schedule of fair value of warrant liabilities	Level 3 derivative warrant liabilities at January 1, 2021 $ 21,226,950 Transfer of Public Warrants and Private Placement Warrants from Level 3 (21,226,950 ) Level 3 derivative warrant liabilities at March 31, 2021 $ —	Derivative warrant liabilities at September 9, 2020 (inception) $ — Issuance of Public and Private Warrants 19,416,900 Change in fair value of derivative warrant liabilities 1,810,050 Derivative warrant liabilities at December 31, 2020 $ 21,226,950

Income Taxes (Tables)

Income Taxes (Tables)	4 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Schedule of income tax provision (benefit)	Current Federal $ — State — Deferred Federal (51,194 ) State — Change in valuation allowance 51,194 Income tax provision $ —
Schedule of net deferred tax assets	Deferred tax assets: Start-up/Organization costs $ 13,150 Net operating loss carryforwards 38,045 Total deferred tax assets 51,194 Valuation allowance (51,194 ) Deferred tax asset, net of allowance $ —
Schedule of statutory federal income tax rate (benefit)	Statutory Federal income tax rate 21.0 % Change in fair value of derivative warrant liability, loss upon issuance of Private Placement Warrants and offering costs associated with derivative warrant liablities (19.7 )% Change in Valuation Allowance (1.3 )% Income Taxes Benefit 0.0 %

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended					3 Months Ended	4 Months Ended
	Nov. 30, 2020	Nov. 30, 2020	Nov. 24, 2020	Nov. 24, 2020	Nov. 19, 2020	Mar. 31, 2021	Dec. 31, 2020
Description of Organization and Business Operations (Details) [Line Items]
Public share (in Dollars per share)						$ 10	$ 10
Share price (in Dollars per share)			$ 9.38	$ 9.38			$ 9.65
U.S. government treasury bills maturity						185 days	185 days
Business acquisition percentage of voting interests acquired						80.00%	80.00%
Business acquisition acquires, percentage						50.00%	50.00%
Net tangible assets at least						$ 500,000,100	$ 5,000,001
Aggregate public share percentage						15.00%	15.00%
Redeem percentage						100.00%	100.00%
Business combination, description							If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering, or May 24, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 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, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, 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.
Business acquisition per share (in Dollars per share)						$ 10	$ 10
Initially anticipated per public share (in Dollars per share)						$ 10	$ 10
Cash						$ 71,100,000	$ 821,000
Working capital						13,400,000	1,200,000
Tax obligations						4,900,000	61,000
Sponsor amount						$ 10,500,000	$ 105,000
Common Class B [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock, par value (in Dollars per share)						$ 0.0001	$ 0.0001
Common Class A [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock, par value (in Dollars per share)						$ 0.0001	$ 0.0001
PrivatePlacementWarrantMember
Description of Organization and Business Operations (Details) [Line Items]
Generating gross proceeds		$ 1,300,000,000
Number of units issued (in Shares)						6,000,000	6,000,000
Share price (in Dollars per share)						$ 1	$ 1
Aggregate of additional warrants (in Shares)		130,000
PrivatePlacementWarrantMember | Common Class A [Member]
Description of Organization and Business Operations (Details) [Line Items]
Share price (in Dollars per share)						$ 11.50	$ 11.50
SponsorMember
Description of Organization and Business Operations (Details) [Line Items]
Issuance of common stock (in Shares)			20,000,000
Public share (in Dollars per share)			$ 10
Generating gross proceeds			$ 20,000,000
Offering costs			11,600
Deferred underwriting commissions			$ 7,000
Additional units (in Shares)			3,000,000
Capital contribution						$ 2,500,000
SponsorMember
Description of Organization and Business Operations (Details) [Line Items]
Issuance of common stock (in Shares)			20,000,000
Public share (in Dollars per share)			$ 10
Generating gross proceeds			$ 200,000,000
Offering costs			11,600,000
Deferred underwriting commissions			$ 7,000,000
Additional units (in Shares)					3,000,000
UnderwritersMember
Description of Organization and Business Operations (Details) [Line Items]
Generating gross proceeds	$ 6,500,000	$ 6,500
Offering costs	$ 357,500	$ 35,750,000
Underwriters purchased (in Shares)	650,000	650,000
Deferred underwriting fees	$ 227,500	$ 22,750,000
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Generating gross proceeds	650,000,000			$ 200,000,000
Offering costs	357,500			1,160,000,000
Deferred underwriting commissions				$ 700,000,000
Deferred underwriting fees	$ 227,500
Number of units issued (in Shares)	650,000						10,325,000
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Generating gross proceeds		$ 130,000
Number of units issued (in Shares)						6,000,000	6,000,000
Share price (in Dollars per share)						$ 1	$ 1
Generating proceeds						$ 6,000	$ 6,000,000
Aggregate of additional warrants (in Shares)		130,000
Net proceeds						$ 206,500	$ 206,500,000
Share price (in Dollars per share)						$ 10	$ 10
UnderwritingAgreementMember
Description of Organization and Business Operations (Details) [Line Items]
Deferred underwriting commissions	$ 227,500	$ 22,750,000
SponsorMember
Description of Organization and Business Operations (Details) [Line Items]
Capital contribution							$ 25,000
PrivatePlacementWarrantMember
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued (in Shares)							6,130,000
IPO [Member] | SponsorMember
Description of Organization and Business Operations (Details) [Line Items]
Share price (in Dollars per share)						$ 10	$ 10

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details) $ in Millions	Nov. 24, 2020USD ($)
Condensed Financial Information Disclosure [Abstract]
Derivative warrant liabilities	$ 18.9

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on the balance sheet - USD ($)	Mar. 31, 2021	Dec. 31, 2020		Nov. 24, 2020
Balance Sheet
Deferred underwriting commissions	$ 7,227,500	$ 7,227,500
Derivative warrant liabilities				$ 18,900,000
Class A common stock, $0.0001 par value; shares subject to possible redemption	181,261,260	174,231,060
Stockholders’ equity
Preferred stock- $0.0001 par value
Class A common stock - $0.0001 par value	252	322
Class B common stock - $0.0001 par value	516	575	[1]
Additional paid-in-capital	1,850,692	8,880,763
Accumulated deficit	$ 3,148,545	(3,881,651)
Revision of Prior Period, Adjustment [Member]
Balance Sheet
Total assets
Total current liabilities
Deferred underwriting commissions
Derivative warrant liabilities		21,226,950		18,880,000
Total liabilities		21,226,950		18,880,000
Class A common stock, $0.0001 par value; shares subject to possible redemption		(21,226,950)		(18,880,000)
Stockholders’ equity
Preferred stock- $0.0001 par value
Class A common stock - $0.0001 par value		212		189
Class B common stock - $0.0001 par value
Additional paid-in-capital		3,637,656		1,783,139
Accumulated deficit		(3,637,868)		(1,783,328)
Total stockholders’ equity
Total liabilities and stockholders’ equity
Revision of Prior Period, Reclassification, Adjustment [Member]
Balance Sheet
Total assets		207,947,496		202,148,859
Total current liabilities		261,977		768,154
Deferred underwriting commissions		7,227,500		7,000,000
Derivative warrant liabilities		21,226,950		18,880,000
Total liabilities		28,716,427		26,648,154
Class A common stock, $0.0001 par value; shares subject to possible redemption		174,231,060		170,500,700
Stockholders’ equity
Preferred stock- $0.0001 par value
Class A common stock - $0.0001 par value		322		295
Class B common stock - $0.0001 par value		575		575
Additional paid-in-capital		8,880,763		6,831,060
Accumulated deficit		(3,881,651)		(1,831,925)
Total stockholders’ equity		5,000,009		5,000,005
Total liabilities and stockholders’ equity		207,947,496		202,148,859
Previously Reported [Member]
Balance Sheet
Total assets		207,947,496		202,148,859
Total current liabilities		261,977		768,154
Deferred underwriting commissions		7,227,500		7,000,000
Derivative warrant liabilities
Total liabilities		7,489,477		7,768,154
Class A common stock, $0.0001 par value; shares subject to possible redemption		195,458,010		189,380,700
Stockholders’ equity
Preferred stock- $0.0001 par value
Class A common stock - $0.0001 par value		110		106
Class B common stock - $0.0001 par value		575		575
Additional paid-in-capital		5,243,107		5,047,921
Accumulated deficit		(243,783)		(48,597)
Total stockholders’ equity		5,000,009		5,000,005
Total liabilities and stockholders’ equity		$ 207,947,496		$ 202,148,859
[1]	This number included up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On November 30, 2020, the underwriters partially exercised the over-allotment option to purchase an additional 650,000 Units; thus, only 587,500 shares of Class B common stock remain subject to forfeiture at December 31, 2020.

Restatement of Previously Iss_5

Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement operations and comprehensive loss - USD ($)	3 Months Ended	4 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Statement of Operations and Comprehensive Loss
Loss from operations	$ (1,101,784)	$ (242,585)
Change in fair value of derivative warrant liabilities	(8,062,950)	1,810,050
Earnings before income taxes		(3,881,651)
Net loss	$ 7,030,196	(3,881,651)
Revision of Prior Period, Adjustment [Member]
Statement of Operations and Comprehensive Loss
Loss from operations
Loss upon issuance of private placement warrants		(1,103,400)
Offering costs associated with derivative warrant liabilities		(724,418)
Change in fair value of derivative warrant liabilities		(1,810,050)
Loss from investments held in Trust Account
Earnings before income taxes		(3,637,868)
Net loss		(3,637,868)
Previously Reported [Member]
Statement of Operations and Comprehensive Loss
Loss from operations		(242,585)
Change in fair value of derivative warrant liabilities
Loss from investments held in Trust Account		(1,198)
Earnings before income taxes		(243,783)
Net loss		(243,783)
Revision of Prior Period, Reclassification, Adjustment [Member]
Statement of Operations and Comprehensive Loss
Loss from operations		(242,585)
Other income (expense):
Loss upon issuance of private placement warrants		(1,103,400)
Offering costs associated with derivative warrant liabilities		(724,418)
Change in fair value of derivative warrant liabilities		(1,810,050)
Loss from investments held in Trust Account		(1,198)
Earnings before income taxes		(3,881,651)
Net loss		(3,881,651)
Common Class A [Member]
Statement of Operations and Comprehensive Loss
Net loss
Basic and Diluted weighted-average shares outstanding (in Shares)	20,650,000	20,547,368
Basic and Diluted net income per shares (in Dollars per share)	$ 0	$ 0
Common Class A [Member] | Revision of Prior Period, Adjustment [Member]
Statement of Operations and Comprehensive Loss
Basic and Diluted weighted-average shares outstanding (in Shares)
Basic and Diluted net income per shares (in Dollars per share)
Common Class A [Member] | Previously Reported [Member]
Statement of Operations and Comprehensive Loss
Basic and Diluted weighted-average shares outstanding (in Shares)		20,547,368
Basic and Diluted net income per shares (in Dollars per share)		$ 0
Common Class A [Member] | Revision of Prior Period, Reclassification, Adjustment [Member]
Statement of Operations and Comprehensive Loss
Basic and Diluted weighted-average shares outstanding (in Shares)		20,547,368
Basic and Diluted net income per shares (in Dollars per share)		$ 0
Common Class B [Member]
Statement of Operations and Comprehensive Loss
Net loss
Basic and Diluted weighted-average shares outstanding (in Shares)	5,162,500	5,055,914	[1]
Basic and Diluted net income per shares (in Dollars per share)	$ 1.36	$ (0.55)
Common Class B [Member] | Revision of Prior Period, Adjustment [Member]
Statement of Operations and Comprehensive Loss
Basic and Diluted weighted-average shares outstanding (in Shares)
Basic and Diluted net income per shares (in Dollars per share)		$ (0.50)
Common Class B [Member] | Previously Reported [Member]
Statement of Operations and Comprehensive Loss
Basic and Diluted weighted-average shares outstanding (in Shares)		5,055,914
Basic and Diluted net income per shares (in Dollars per share)		$ (0.05)
Common Class B [Member] | Revision of Prior Period, Reclassification, Adjustment [Member]
Statement of Operations and Comprehensive Loss
Basic and Diluted weighted-average shares outstanding (in Shares)		5,055,914
Basic and Diluted net income per shares (in Dollars per share)		$ (0.55)
[1]	This number excludes up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On November 30, 2020, the underwriters partially exercised the over-allotment option to purchase an additional 650,000 Units; thus, only 587,500 shares of Class B common stock remain subject to forfeiture at December 31, 2020.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies and Basis of Presentation (Details) - USD ($)		1 Months Ended	3 Months Ended	4 Months Ended
		Nov. 30, 2020	Mar. 31, 2021	Dec. 31, 2020
Summary of Significant Accounting Policies and Basis of Presentation (Details) [Line Items]
Federal depository insurance coverage limit (in Dollars)			$ 250,000	$ 250,000
Per share (in Dollars per share)			$ 1	$ 1
Financing costs				$ 700,000
Common stock subject to possible redemption				17,423,106
Investments held in trust account (in Dollars)			$ 19,000	$ 1,200
Stockholders' equity				11,200,000
Loss from operations				$ 3.9
Over-Allotment Option [Member]
Summary of Significant Accounting Policies and Basis of Presentation (Details) [Line Items]
Warrants to purchase common shares (in Shares)		650,000		10,325,000
Private Placement [Member]
Summary of Significant Accounting Policies and Basis of Presentation (Details) [Line Items]
Shares issued			6,130,000
Warrants to purchase common shares (in Shares)			6,000,000	6,000,000
PrivatePlacementWarrantMember
Summary of Significant Accounting Policies and Basis of Presentation (Details) [Line Items]
Warrants to purchase common shares (in Shares)				6,130,000
Class A common Stock [Member]
Summary of Significant Accounting Policies and Basis of Presentation (Details) [Line Items]
Shares issued	[1]
Common stock subject to possible redemption			18,126,126	17,423,106
Issuance of common stock			16,455,000	16,455,000
Class A common Stock [Member] | Over-Allotment Option [Member]
Summary of Significant Accounting Policies and Basis of Presentation (Details) [Line Items]
Stock Issued During Period, Shares, Other			10,325,000
[1]	This number included up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On November 30, 2020, the underwriters partially exercised the over-allotment option to purchase an additional 650,000 Units; thus, only 587,500 shares of Class B common stock remain subject to forfeiture at December 31, 2020.

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	1 Months Ended			3 Months Ended	4 Months Ended
	Nov. 30, 2020	Nov. 30, 2020	Nov. 24, 2020	Mar. 31, 2021	Dec. 31, 2020
Initial Public Offering (Details) [Line Items]
Redeemable warrant, description				Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (each, a “Public Warrant”). Each whole 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 6).	Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (each, a “Public Warrant”). Each whole 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 7).
PrivatePlacementWarrantMember
Initial Public Offering (Details) [Line Items]
Generating gross proceeds		$ 1,300,000,000
Sale of units (in Shares)				6,000,000	6,000,000
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Public offering shares (in Dollars per share)			$ 20,000,000
Additional unit (in Shares)			10
Generating gross proceeds	$ 650,000,000		$ 200,000,000
Incurring offering costs	$ 357,500		1,160,000,000
Deferred underwriting commissions			$ 700,000,000
Sale of units (in Shares)	650,000				10,325,000
Deferred underwriting fees	$ 227,500
Private Placement [Member]
Initial Public Offering (Details) [Line Items]
Generating gross proceeds		130,000
Sale of units (in Shares)				6,000,000	6,000,000
UnderwritingAgreementMember
Initial Public Offering (Details) [Line Items]
Deferred underwriting commissions	$ 227,500	$ 22,750,000
PrivatePlacementWarrantMember
Initial Public Offering (Details) [Line Items]
Sale of units (in Shares)					6,130,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	1 Months Ended					3 Months Ended	4 Months Ended
	Nov. 30, 2020	Nov. 30, 2020	Nov. 24, 2020	Sep. 30, 2020	Sep. 30, 2020	Mar. 31, 2021	Dec. 31, 2020	Nov. 19, 2020	Nov. 13, 2020
Related Party Transactions (Details) [Line Items]
Forfeited shares				750,000	750,000
Purchased of additional shares		650,000
Founder shares, description		The remaining unexercised over-allotment option expired on January 8, 2021; thus, 587,500 shares of Class B common stock held by the Sponsor were forfeited.
Related party transactions, description							Notwithstanding the foregoing, if the closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lockup.
Share price (in Dollars per share)			$ 9.38				$ 9.65
Aggregate value (in Dollars)							$ 6,130,000
Additional borrowings (in Dollars)				$ 300,000
Borrowings outstanding (in Dollars)			$ 104,788
Convertible debt (in Dollars)							$ 1,500,000
Conversion price (in Dollars per share)							$ 1
Administrative fees expense (in Dollars)							$ 4,000
Debt incurred expenses (in Dollars)							$ 8,000
PrivatePlacementWarrantMember
Related Party Transactions (Details) [Line Items]
Aggregate shares						6,000,000	6,000,000
Share price (in Dollars per share)						$ 1	$ 1
Aggregate of additional warrants		130,000
Generating gross proceeds (in Dollars)		$ 1,300,000,000
FounderSharesMember
Related Party Transactions (Details) [Line Items]
Founder shares percentage					20.00%		20.00%
Common Class B [Member]
Related Party Transactions (Details) [Line Items]
Founder Shares issued				10,062,500	10,062,500
Founder shares, value (in Dollars)				$ 25,000	$ 250,000,000
Shares surrendered								1,437,500	2,875,000
Common stock outstanding						5,162,500	5,750,000
Common stock held by sponsor forfeited		587,500
Common Class B [Member] | SponsorMember
Related Party Transactions (Details) [Line Items]
Common stock outstanding								5,750,000
Common Class B [Member] | FounderSharesMember
Related Party Transactions (Details) [Line Items]
Price per share (in Dollars per share)				$ 0.0001	$ 0.0001
Common Class A [Member]
Related Party Transactions (Details) [Line Items]
Common stock outstanding						2,523,874	3,226,894
Common Class A [Member] | PrivatePlacementWarrantMember
Related Party Transactions (Details) [Line Items]
Share price (in Dollars per share)						$ 11.50	$ 11.50
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Price per share (in Dollars per share)			$ 20,000,000
Aggregate shares	650,000						10,325,000
Generating gross proceeds (in Dollars)	$ 650,000,000		$ 200,000,000
Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Aggregate shares						6,000,000	6,000,000
Share price (in Dollars per share)						$ 1	$ 1
Aggregate of additional warrants		130,000
Generating gross proceeds (in Dollars)		$ 130,000
PrivatePlacementWarrantMember
Related Party Transactions (Details) [Line Items]
Aggregate shares							6,130,000
Aggregate value (in Dollars)							$ 6,000,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	1 Months Ended			3 Months Ended	4 Months Ended
	Nov. 30, 2020	Nov. 30, 2020	Nov. 24, 2020	Mar. 31, 2021	Dec. 31, 2020
Commitments and Contingencies (Details) [Line Items]
Underwriting discount (in Dollars per share)				$ 0.20	$ 0.20
Aggregate value				$ 4,000	$ 4,000,000
Deferred fee (in Dollars per share)				$ 0.35	$ 0.35
Deferred aggregate value				$ 7,000	$ 7,000,000
Underwriters additional fee	$ 130,000
Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Deferred underwriting commissions			$ 700,000,000
UnderwritingAgreementMember
Commitments and Contingencies (Details) [Line Items]
Deferred underwriting commissions	$ 227,500	$ 22,750,000

Derivative Warrant Liabilities

Derivative Warrant Liabilities (Details) - $ / shares	3 Months Ended	4 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Derivative Warrant Liabilities (Details) [Line Items]
Warrant exercise price	$ 11.50	$ 11.50
Derivative maturity		5 years
Initial business combination, description	(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 (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 the 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, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” 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 described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent)	the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (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 the 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, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” 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 described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Redemption of warrants, description		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: ● 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 last reported sale price (the “closing price”) of Class A common stock equals or exceeds $18.00 per share (as adjusted) 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.
Fair market value, description		The “fair market value” of Class A common stock for the above purpose shall mean the volume-weighted average price of Class A common stock during the 10 trading days ending on the third trading day immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment).
Common Class A [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Redemption of warrants, description		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: ● 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, but only 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 Class A common stock; ● if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the closing price of Class A common stock 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 is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

Stockholders_ Equity (Details)

Stockholders’ Equity (Details) - $ / shares	1 Months Ended	3 Months Ended	4 Months Ended
	Nov. 30, 2020	Mar. 31, 2021	Dec. 31, 2020	Nov. 19, 2020	Nov. 13, 2020	Sep. 30, 2020
Stockholders’ Equity (Details) [Line Items]
preferred stock, par value par share (in Dollars per share)		$ 0.0001	$ 0.0001
Founder shares, description	The remaining unexercised over-allotment option expired on January 8, 2021; thus, 587,500 shares of Class B common stock held by the Sponsor were forfeited.
Description of warrant redemption			additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.
Converted percentage			20.00%
Business combination, description			The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.
Preferred stock, shares authorized		1,000,000	1,000,000
Subject forfeiture share (in Dollars per share)		$ 0.0001	$ 0.0001
Common Class B [Member]
Stockholders’ Equity (Details) [Line Items]
Additional purchase share		20,000,000	20,000,000
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Shares issued						10,062,500
Shares surrendered				1,437,500	2,875,000
Common stock, shares outstanding		5,162,500	5,750,000
Common stock, shares authorized		20,000,000	20,000,000
Percentage of issued and outstanding shares		20.00%	20.00%
Common Class B [Member] | Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares outstanding		5,750,000	5,750,000
Common Class B [Member] | Over-Allotment Option [Member]
Stockholders’ Equity (Details) [Line Items]
Subject forfeiture share	587,500	750,000	750,000
Additional purchase share	650,000
Common Class A [Member]
Stockholders’ Equity (Details) [Line Items]
Additional purchase share		380,000,000	380,000,000
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock, shares issued			20,650,000
Common stock, shares outstanding			20,650,000
Common stock subject to possible redemption			17,423,106
Common stock, shares outstanding		2,523,874	3,226,894
Common stock, shares authorized		380,000,000	380,000,000

Derivative Warrants (Details)

Derivative Warrants (Details) - $ / shares	3 Months Ended	4 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Derivative Warrants (Details) [Line Items]
Warrants exercise price	$ 11.50	$ 11.50
Warrants expire term	5 years
Business combination, description	(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 (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 the 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, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” 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 described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent)	the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (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 the 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, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” 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 described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Warrants for redemption, description	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: ● 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, but only 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 Class A common stock; ● if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the closing price of Class A common stock 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 is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A common stock for the above purpose shall mean the volume-weighted average price of Class A common stock during the 10 trading days ending on the third trading day immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment).
IPO [Member]
Derivative Warrants (Details) [Line Items]
Business combination, description	If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering, or May 24, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 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, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, 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.
WarrantsMember
Derivative Warrants (Details) [Line Items]
Warrants for redemption, description	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: ● 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 last reported sale price (the “closing price”) of Class A common stock equals or exceeds $18.00 per share (as adjusted) 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.

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	4 Months Ended
	Dec. 31, 2020	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Change in fair value of derivative warrant liabilities	$ (1,810,050)
Dividend rate	0.00%
Credit Risk Derivative Liabilities, at Fair Value		$ 8,000,000

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of fair value on a recurring basis - USD ($)	3 Months Ended	4 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Assets:
Assets	$ 206,567,832	$ 206,498,802
Fair Value, Inputs, Level 3 [Member]
Liabilities:
Derivative warrant liabilities - Public warrants		13,319,250
Derivative warrant liabilities - Private placement warrants		7,907,700
Total Fair Value		21,226,950
Fair Value, Inputs, Level 3 [Member] | US Treasury Securities [Member]
Assets:
Assets
Fair Value, Inputs, Level 3 [Member] | Warrant [Member]
Liabilities:
Liabilities		13,319,250
Fair Value, Inputs, Level 3 [Member] | PrivatePlacementWarrantMember
Liabilities:
Liabilities		7,907,700
Fair Value, Inputs, Level 1 [Member]
Liabilities:
Derivative warrant liabilities - Public warrants	8,260,000
Derivative warrant liabilities - Private placement warrants
Total Fair Value		206,498,802
Fair Value, Inputs, Level 1 [Member] | US Treasury Securities [Member]
Assets:
Assets		206,498,802
Fair Value, Inputs, Level 1 [Member] | Warrant [Member]
Liabilities:
Liabilities
Fair Value, Inputs, Level 1 [Member] | PrivatePlacementWarrantMember
Liabilities:
Liabilities
Fair Value, Inputs, Level 2 [Member]
Liabilities:
Derivative warrant liabilities - Public warrants
Derivative warrant liabilities - Private placement warrants	$ 4,904,000
Total Fair Value
Fair Value, Inputs, Level 2 [Member] | US Treasury Securities [Member]
Assets:
Assets
Fair Value, Inputs, Level 2 [Member] | Warrant [Member]
Liabilities:
Liabilities
Fair Value, Inputs, Level 2 [Member] | PrivatePlacementWarrantMember
Liabilities:
Liabilities

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements inputs - $ / shares	1 Months Ended	4 Months Ended
	Nov. 24, 2020	Dec. 31, 2020
Schedule of quantitative information regarding Level 3 fair value measurements inputs [Abstract]
Exercise price	$ 11.50	$ 11.50
Stock price	$ 9.38	$ 9.65
Term (yrs)	5 years 6 months	5 years 6 months
Volatility	25.00%	25.00%
Risk-free rate	0.50%	0.50%

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of change in fair value of derivative warrant liabilities measured with Level 3 inputs - USD ($)	3 Months Ended	4 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Schedule of change in fair value of derivative warrant liabilities measured with Level 3 inputs [Abstract]
Derivative warrant liabilities at September 9, 2020 (inception)	$ 21,226,950
Issuance of Public and Private Warrants		19,416,900
Change in fair value of derivative warrant liabilities		1,810,050
Derivative warrant liabilities at December 31, 2020	13,164,000	21,226,950
Level 3 derivative warrant liabilities at January 1, 2021	21,226,950
Transfer of Public Warrants and Private Placement Warrants from Level 3	(21,226,950)
Level 3 derivative warrant liabilities at March 31, 2021		$ 21,226,950

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of income tax provision (benefit)	4 Months Ended
	Dec. 31, 2020USD ($)
Current
Federal
State
Deferred
Federal	(51,194)
State
Change in valuation allowance	51,194
Income tax provision

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of net deferred tax assets	Dec. 31, 2020USD ($)
Deferred tax assets:
Start-up/Organization costs	$ 13,150
Net operating loss carryforwards	38,045
Total deferred tax assets	51,194
Valuation allowance	(51,194)
Deferred tax asset, net of allowance

Income Taxes (Details) - Sche_3

Income Taxes (Details) - Schedule of statutory federal income tax rate (benefit)	4 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 liability, loss upon issuance of Private Placement Warrants and offering costs associated with derivative warrant liablities	(19.70%)
Change in Valuation Allowance	(1.30%)
Income Taxes Benefit	0.00%

Subsequent Events (Details)

Subsequent Events (Details) - Common Class B [Member] - shares	Jan. 08, 2021	Nov. 30, 2020
Subsequent Events (Details) [Line Items]
Common stock held by sponsor forfeited		587,500
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Common stock held by sponsor forfeited	587,500