Satellogic 10-Q 17 May 21 2021 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2021	May 17, 2021
Entity Listings [Line Items]
Entity Registrant Name	CF Acquisition Corp. V
Entity Central Index Key	0001828049
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Entity Address, State or Province	NY
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Class A Common Stock [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		25,600,000
Class B Common Stock [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		6,250,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 25,000	$ 25,000
Prepaid expenses	517,023	0
Total current assets	542,023	25,000
Deferred offering costs associated with proposed initial public offering	0	131,695
Cash and investments held in Trust Account	250,001,781	0
Other assets	384,996	0
Total Assets	250,928,800	156,695
Current liabilities:
Accrued expenses	26,025	94,560
Payables to related party	10,000	37,640
Sponsor loan - promissory notes	592,985	0
Franchise tax payable	38,492	0
Total current liabilities	667,502	132,200
Warrant liability	5,888,000	0
Forward purchase securities liability	2,052,035	0
Total Liabilities	8,607,538	132,200
Commitments and Contingencies (Note 5)
Common stock, Class A, subject to possible redemption, 23,732,126 shares at redemption value of $10.00 per share	237,321,260	0
Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of March 31, 2021 and December 31, 2020	0	0
Additional paid-in capital	2,811,895	24,281
Retained earnings	2,187,295	(505)
Total Stockholders' Equity	5,000,002	24,495
Total Liabilities and Stockholders' Equity	250,928,800	156,695
Common Stock Class A [Member]
Stockholders' Equity:
Common stock	187	0
Common Stock Class B [Member]
Stockholders' Equity:
Common stock	$ 625	$ 719

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Liabilities and Stockholders' Equity:
Class A common stock, shares subject to possible redemption (in shares)	23,732,126	23,732,126
Class A common stock, redemption price (in dollars per share)	$ 10	$ 10
Stockholders' Equity:
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.0001
Common Stock Class A [Member]
Liabilities and Stockholders' Equity:
Class A common stock, shares subject to possible redemption (in shares)	23,732,126
Stockholders' Equity:
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	240,000,000	240,000,000
Common stock, shares issued (in shares)	1,867,874	0
Common stock, shares outstanding (in shares)	1,867,874	0
Common Stock Class B [Member]
Stockholders' Equity:
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	30,000,000	30,000,000
Common stock, shares issued (in shares)	6,250,000	7,187,500
Common stock, shares outstanding (in shares)	6,250,000	7,187,500

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	2 Months Ended		3 Months Ended
	Mar. 31, 2020		Mar. 31, 2021
Loss from Operations [Abstract]
General and administrative costs	$ 0		$ 165,037
Administrative expenses - related party	0		19,643
Franchise tax expense	0		38,492
Loss from operations	0		(223,172)
Interest income on investments held in Trust Account	0		1,781
Change in fair value of warrant liability	0		4,461,226
Change in fair value of forward purchase securities liability	0		(2,052,035)
Income before income tax expense	0		2,187,800
Net Income	0		2,187,800
Class A Common Stock [Member]
Loss from Operations [Abstract]
Interest income on investments held in Trust Account	$ 0		$ 1,781
Weighted average number of common shares outstanding, Basic (in shares)	0		25,000,000
Weighted average number of common shares outstanding, Diluted (in shares)	0		25,000,000
Basic net income (loss) per share (in dollars per share)	$ 0		$ 0
Diluted net income (loss) per share (in dollars per share)	$ 0		$ 0
Class A Common Stock [Member] | Public Shares [Member]
Loss from Operations [Abstract]
Weighted average number of common shares outstanding, Basic (in shares)	0		25,000,000
Weighted average number of common shares outstanding, Diluted (in shares)	0		25,000,000
Basic net income (loss) per share (in dollars per share)	$ 0		$ 0
Diluted net income (loss) per share (in dollars per share)	$ 0		$ 0
Class A Common Stock [Member] | Private Placement [Member]
Loss from Operations [Abstract]
Weighted average number of common shares outstanding, Basic (in shares)	0		600,000
Weighted average number of common shares outstanding, Diluted (in shares)	0		600,000
Basic net income (loss) per share (in dollars per share)	$ 0		$ 0.30
Diluted net income (loss) per share (in dollars per share)	$ 0		$ 0.30
Class B Common Stock [Member]
Loss from Operations [Abstract]
Weighted average number of common shares outstanding, Basic (in shares)	6,250,000	[1]	6,593,750
Weighted average number of common shares outstanding, Diluted (in shares)	6,250,000	[1]	6,593,750
Basic net income (loss) per share (in dollars per share)	$ 0		$ 0.30
Diluted net income (loss) per share (in dollars per share)	$ 0		$ 0.30
[1]	Excludes an aggregate of up to 937,500 shares subject to forfeiture if the over-allotment option is not exercised in full by the underwriter. This number has been adjusted to reflect the recapitalization of the Company in the form of a 1.25-for-1 stock split and the cancellation of 7,187,500 founder shares (see Note 6).

CONDENSED STATEMENTS OF OPERA_2

CONDENSED STATEMENTS OF OPERATIONS (Parenthetical)	Mar. 31, 2020shares
Class B Common Stock [Member]
Earnings Per Share, Basic and Diluted [Abstract]
Common stock, shares subject to forfeiture (in shares)	937,500

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)		Common Stock [Member]Class A Common Stock [Member]	Common Stock [Member]Class B Common Stock [Member]		Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total	Class A Common Stock [Member]
Beginning balance at Jan. 22, 2020		$ 0	$ 0		$ 0	$ 0	$ 0
Beginning balance (in shares) at Jan. 22, 2020		0	0	[1]
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Issuance of Class B common stock to the Sponsor			$ 719		24,281	0	25,000
Issuance of Class B common stock to the Sponsor (in shares)	[1]		7,187,500
Net Income (loss)		$ 0	$ 0		0	0	0
Ending balance at Mar. 31, 2020		$ 0	$ 719		24,281	0	25,000
Ending balance (in shares) at Mar. 31, 2020		0	7,187,500	[1]
Beginning balance at Dec. 31, 2020		$ 0	$ 719		24,281	(505)	24,495
Beginning balance (in shares) at Dec. 31, 2020		0	7,187,500
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Sale of Class A common stock to public		$ 2,500			239,890,834	0	239,893,334
Sale of Class A common stock to public (in shares)		25,000,000
Underwriters' discount and offering expenses		$ 0	$ 0		(5,541,807)	0	(5,541,807)
Sale of Private Placement Class A common stock		$ 60			5,757,380	0	5,757,440
Sale of Private Placement Class A common stock (in shares)		600,000						600,000
Forfeiture of common stock to sponsor at $0.0001 par value		$ 0	$ (94)		94	0	0
Forfeiture of common stock to sponsor at $0.0001 par value (in shares)		0	(937,500)
Shares subject to possible redemption		$ (2,373)	$ 0		(237,318,887)	0	(237,321,260)
Shares subject to possible redemption (in shares)		(23,732,126)	0
Net Income (loss)		$ 0	$ 0		0	2,187,800	2,187,800
Ending balance at Mar. 31, 2021		$ 187	$ 625		$ 2,811,895	$ 2,187,295	$ 5,000,002
Ending balance (in shares) at Mar. 31, 2021		1,867,874	6,250,000
[1]	This number has been adjusted to reflect the recapitalization of the Company in the form of a 1.25-for-1 stock split and the cancellation of 7,187,500 shares of Class B common stock. On February 2, 2021, 937,500 shares of Class B common stock were forfeited by the Sponsor (see Note 4).

CONDENSED STATEMENTS OF CHANG_2

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical)	Feb. 02, 2021shares
Class B [Member]
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Common stock, shares subject to forfeiture (in shares)	937,500

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS - USD ($)	2 Months Ended	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2021
Cash flows from operating activities
Net income	$ 0	$ 2,187,800
Adjustments to reconcile net income to net cash used in operating activities:
General and administrative expenses paid by related party	0	121,519
Interest income on investments held in Trust Account	0	(1,781)
Change in fair value of warrant liability	0	(4,461,226)
Change in fair value of forward purchase securities liability		2,052,035
Changes in operating assets and liabilities:
Accrued expenses	0	(68,535)
Franchise tax payable	0	38,492
Deferred offering costs associated with proposed initial public offering	0	131,695
Net cash used in operating activities	0	0
Cash flows from investing activities
Cash deposited in Trust Account	0	(250,000,000)
Net cash used in investing activities	0	(250,000,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock	25,000	0
Proceeds from related party - Sponsor loan	0	592,985
Proceeds received from initial public offering	0	250,000,000
Proceeds received from private placement	0	6,000,000
Offering costs paid	0	(5,393,362)
Payment of related party payable	0	(1,199,623)
Net cash provided by financing activities	25,000	250,000,000
Net change in cash	25,000	0
Cash, beginning of the period	0	25,000
Cash, end of the period	25,000	25,000
Supplemental disclosure of non-cash financing activities
Offering cost paid with note payable	0	91,750
Prepaid expenses paid with payables to related party	0	902,019
Change in Class A common stock subject to possible redemption	$ 0	$ 237,321,260

Description of Organization, Bu

Description of Organization, Business Operations and Basis of Presentation	3 Months Ended
	Mar. 31, 2021
Description of Organization, Business Operations and Basis of Presentation [Abstract]
Description of Organization, Business Operations and Basis of Presentation	Note 1—Description of Organization, Business Operations and Basis of Presentation CF Acquisition Corp. V (the “Company”) was incorporated in Delaware on January 23, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited in its search for target businesses to a particular industry or sector for the purpose of consummating a Business Combination, the Company intends to focus its search on companies operating in the financial services, healthcare, real estate services, technology and software industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2021, the Company had not commenced operations. All activity through March 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, relates to the Company’s efforts toward locating and completing a suitable Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company has generated non-operating income in the form of interest income on investments in money market funds that invest in U.S. Treasury Securities and cash equivalents from the proceeds derived from the Initial Public Offering, and recognized changes in the fair value of warrant liability and FPS liability as other income (expense). The Company’s sponsor is CFAC Holdings V, LLC (the “Sponsor”). The registration statement for the Initial Public Offering was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on January 28, 2021. On February 2, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (each, a “Unit” and with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at a purchase price of $10.00 per Unit, generating gross proceeds of $250,000,000, which is described in Note 3. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50. Each warrant will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the closing of the Initial Public Offering and will expire 5 years after the completion of the Business Combination, or earlier upon redemption or liquidation. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 600,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit to the Sponsor in a private placement, generating gross proceeds of $6,000,000, which is described in Note 4. The proceeds of the Private Placement Units were deposited into the Trust Account (as defined below) and will be used to fund the redemption of the Public Shares subject to the requirements of applicable law (see Note 4). Offering costs amounted to approximately $5,500,000, consisting of $5,100,000 of underwriting fees and approximately $400,000 of other costs. Following the closing of the Initial Public Offering and sale of Private Placement Units on February 2, 2021, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units (see Note 4) was placed in a trust account (“Trust Account”) located in the United States at UMB Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, which may be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. Initial Business Combination - The Company will provide the holders of the Public Shares (the “public stockholders”) 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 in the Trust Account (initially $10.00 per Public Share). The per share amount to be distributed to public stockholders who redeem the Public Shares will not be reduced by the Marketing Fee (as defined below in Note 4). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated certificate of incorporation (as may be amended, the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the Business Combination is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4), their shares underlying the Private Placement Units and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares held by the initial stockholders in connection with the completion of a Business Combination. Notwithstanding the foregoing, 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 Class A common stock sold in the Initial Public Offering, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to allow redemption in connection with its Business Combination or Forward Purchase Contract In connection with the Initial Public Offering, the Sponsor committed, pursuant to a forward purchase contract with the Company (the “FPA”), to purchase, in a private placement for gross proceeds of $10,000,000 to occur concurrently with the consummation of an initial Business Combination, 1,000,000 of the Company’s Units on substantially the same terms as the sale of Units in the Initial Public Offering at $10.00 per Unit, and 250,000 shares of Class A common stock (for no additional consideration) ( . The funds from the sale of Units will be used as part of the consideration to the sellers in the initial Business Combination; any excess funds from this private placement will be used for working capital in the post-transaction company. This commitment is independent of the percentage of stockholders electing to redeem their Public Shares and provides the Company with a minimum funding level for the initial Business Combination. Failure to Consummate a Business Combination – The initial stockholders have agreed to waive their liquidation rights 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. 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 less than $10.00 per share initially held in the Trust Account. 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 vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or 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”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. 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, except for the Company’s independent registered public accounting firm. Liquidity and Capital Resources As of both March 31, 2021 and December 31, 2020, the Company had $25,000 of cash in its operating account. As of March 31, 2021 and December 31, 2020, the Company had working capital deficit of $125,479 and $107,200, respectively. As of March 31, 2021, the Company had approximately $1,800 of interest income in the Trust Account available to pay taxes (less up to $100,000 of such net interest to pay dissolution expenses). As of December 31, 2020, the Company did not have any interest income in the Trust Account available to pay taxes. The Company’s liquidity needs through March 31, 2021 have been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, the loan of approximately $148,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”) (see Note 4), the proceeds from the sale of the Private Placement Units not held in the Trust Account, and the Sponsor Loan (as defined below). The Company fully repaid the Pre-IPO Note upon completion of the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor has committed up to $1,750,000 to be provided to the Company to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements after the Initial Public Offering and prior to the Company’s initial Business Combination (the “Sponsor Loan”). If the Sponsor Loan is insufficient, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of March 31, 2021 and December 31, 2020, there was approximately $593,000 and $0 outstanding under the Sponsor Loan, respectively. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective target businesses, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Basis of Presentation The unaudited condensed financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of March 31, 2021 and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in unaudited condensed financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form8-K and the final prospectus filed by the Company with the SEC on February 8, 2021 and January 29, 2021, respectively. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed 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. Correction of previously issued financial statement The Company corrected certain line items related to the previously audited balance sheet as of February 2, 2021 in the Form 8-K filed with the SEC on February 8, 2021 related to misstatements identified in improperly applying accounting guidance on certain warrants, recognizing them as components of equity instead of a derivative warrant liability under the guidance of Accounting Standards Codification (“ASC”) Topic 815-40, Derivatives and Hedging, Contracts on an Entity’s Own Equity (“ASC 815-40”). The following balance sheet items as of February 2, 2021 were impacted: an increase of $10.3 million in Warrants liability, and increase of $2.7 million in FPS liability, a decrease of $13.0 million in the amount of Class A common stock subject to redemption, an increase of $2.6 million in Additional paid-in capital and an increase of $2.6 million in Accumulated deficit.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2021
Summary of Significant Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2—Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability and FPS liability. Such estimates may be subject to change as more current information becomes available and, therefore, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents in its operating account as of March 31, 2021 and December 31, 2020. The balance of the Company’s investments held in the Trust Account as of March 31, 2021 was comprised of cash equivalents. 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 Depository Insurance Coverage limit of $250,000, and cash equivalents held in the Trust Account. For the three months ended March 31, 2021 and 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments As of March 31, 2021 and December 31, 2020, the carrying values of cash, cash equivalents held in the Trust Account, accrued expenses, payables to related party, the Sponsor Loan and franchise tax payable approximate their fair values due to the short-term nature of the instruments. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and other costs incurred in connection with the preparation for the Initial Public Offering. These costs, together with the underwriting discount, were charged to stockholders’ equity upon the completion of the Initial Public Offering. Warrant and FPS Liability The Company accounts for the Warrants and FPS as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and FPS applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants and FPS are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the Warrants and FPS are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and execution of the FPA and as of each subsequent quarterly period end date while the Warrants and FPS are outstanding. For issued or modified warrants and for instruments to be issued pursuant to the FPA that meet all of the criteria for equity classification, such warrants and instruments are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants and for the FPA instruments that do not meet all the criteria for equity classification, such warrants and instruments are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of liability-classified Warrants and the FPS are recognized as a non-cash gain or loss on the statements of operations. The Company accounts for the Warrants and FPS in accordance with ASC 815-40 under which the Warrants and FPS do not meet the criteria for equity classification and must be recorded as liabilities. See Note 7 for further discussion of the pertinent terms of the Warrants and Note 8 for further discussion of the methodology used to determine the value of the Warrants and FPS. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. 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 31, 2021, 23,732,126 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Income Taxes Income taxes are accounted for under ASC Topic 740, Income Taxes ASC Topic 740 prescribes a recognition threshold that a tax position is required to meet before being recognized in the unaudited condensed financial statements. The Company provides for uncertain tax positions, based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. The Company recognizes interest and penalties related to unrecognized tax benefits as provision for income taxes on the statement of operations. Net 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 periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 8,533,333 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per common share is the same as basic earnings per common share for the periods presented. The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for shares of Class A common stock is calculated by dividing the interest income on investments held in the Trust Account, net of applicable taxes available to be withdrawn from the Trust Account by the weighted average number of shares of Class A common stock outstanding for the period, excluding 600,000 shares of Class A common stock held by the Sponsor, which is not subject to redemption. Net loss per share, basic and diluted for shares of Class B common stock is calculated by dividing the net income, less income attributable to the shares of redeemable Class A common stock by the weighted average number of shares of Class B common stock and 600,000 shares of Class A common stock held by the Sponsor and outstanding for the period. The following table reflects the calculation of basic and diluted net income (loss) per common share: For the Three Months Ended For the Period from January 23, 2020 (Inception) to March 31, 2020 Redeemable Class A common shares Numerator: earnings allocable to redeemable Class A common shares Interest income on investments held in Trust Account $ 1,781 $ - Less franchise tax available to be withdrawn from the Trust Account $ (1,781 ) $ - Net earnings $ - $ - Denominator: weighted average number of redeemable Class A common share 25,000,000 - Basic and diluted net income per redeemable Class A common share $ - $ - Non-redeemable Class A and Class B common shares Numerator: net income (loss) minus redeemable net earnings Loss from operations $ (223,172 ) $ - Less franchise tax available to be withdrawn from the Trust Account $ 1,781 $ - Change in fair value of warrant liability attributed to non-redeemable Class A private placement and Class B common shares $ 4,461,226 - Change in fair value of FPS liability $ (2,052,035 ) - Non-redeemable net income $ 2,187,800 $ - Denominator: weighted average number of non-redeemable Class B common shares and Class A private placement shares Non-redeemable Class A private placement and Class B common shares, basic and diluted 7,193,750 6,250,000 Basic and diluted net income per non-redeemable Class A private placement and Class B common share $ 0.30 $ - Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements if currently adopted would have a material effect on the Company’s unaudited condensed financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2021
Initial Public Offering [Abstract]
Initial Public Offering	Note 3—Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 25,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, and one-third 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). No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Sponsor forfeited 937,500 shares of Class B common stock due to the underwriter not exercising the overallotment option, so that the initial stockholders collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering (not including the shares of Class A common stock underlying the Private Placement Units).

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 4—Related Party Transactions Founder Shares On January 23, 2020, the Sponsor purchased 11,500,000 shares (the “Founder Shares”) of the Company’s Class B common stock, par value $0.0001 (“Class B common stock”) for an aggregate price of $25,000. On October 1, 2020, the Company effectuated a 1.25-for-1 stock split. In December 2020 and January 2021, the Sponsor returned to the Company, at no cost, an aggregate of 7,187,500 Founder Shares, which the Company cancelled. On February 2, 2021, the Sponsor forfeited 937,500 shares of Class B common stock, due to the underwriter not exercising the overallotment option, so that the initial stockholders collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering (not including the shares of Class A common stock underlying the Private Placement Units), resulting in an aggregate of 6,250,000 Founder Shares outstanding and held by the Sponsor and independent directors of the Company. All share and per share amounts have been retroactively restated. The Founder Shares will automatically convert into shares of Class A common stock at the time of the consummation of the Business Combination and are subject to certain transfer restrictions. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20-trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Units Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 600,000 Private Placement Units at a price of $10.00 per Private Placement Unit ($6,000,000 in the aggregate). Each Private Placement Unit consists of one share of Class A common stock and one-third of one warrant (the “Private Placement Warrants”). Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. The proceeds from the Private Placement Units have been added to the net 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 and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Private Placement Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units until 30 days after the completion of the initial Business Combination. Underwriter The lead underwriter is an affiliate of the Sponsor (see Note 5). Business Combination Marketing Agreement The Company has engaged Cantor Fitzgerald & Co. (“CF&Co.”), an affiliate of the Sponsor, as an advisor in connection with the Business Combination to assist the Company in holding meetings with its stockholders to discuss the Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay CF&Co. a cash fee (the “Marketing Fee”) for such services upon the consummation of the Business Combination in an amount of $8,750,000, which is equal to 3.5% of the gross proceeds of the Initial Public Offering. Related Party Loans The Sponsor made available to the Company, under the Pre-IPO Note, up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. Prior to closing the Initial Public Offering, the amount outstanding under the Pre-IPO Note was $148,445. The Pre-IPO Note was non-interest bearing and was repaid in full upon the completion of the Initial Public Offering. In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor has committed, pursuant to the Sponsor Loan, up to $1,750,000 to be provided to the Company to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements, including $10,000 per month for office space, administrative and shared personnel support services that will be paid to the Sponsor, after the Initial Public Offering and prior to the Company’s initial Business Combination. As of March 31, 2021, the Company had borrowed $592,985 under the Sponsor Loan. If the Sponsor Loan is insufficient to cover the working capital requirements of the Company, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. 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. The Sponsor pays expenses on the Company’s behalf. The Company reimburses the Sponsor for such expenses paid on its behalf. The unpaid balance is included in Payables to related parties on the accompanying balance sheet. As of March 31, 2021 and December 31, 2020, the Company had accounts payable outstanding to the Sponsor for such expenses paid on the Company’s behalf of approximately $10,000 and $37,600, respectively.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2021
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 5—Commitments and Contingencies Registration and Stockholder Rights Pursuant to a registration rights agreement entered into on January 28, 2021, the holders of Founder Shares and Private Placement Units (and component securities) are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock). These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted CF&Co., the lead underwriter and an affiliate of the Sponsor, a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discounts and commissions. On February 2, 2021, simultaneously with the closing of the Initial Public Offering, CF&Co. advised the Company that it would not exercise the over-allotment option. The lead underwriter was paid a cash underwriting discount of $5,000,000. The Company also engaged a qualified independent underwriter to participate in the preparation of the registration statement and exercise the usual standards of “due diligence” in respect thereto. The Company paid the independent underwriter a fee of $100,000 upon the completion of the Initial Public Offering in consideration for its services and expenses as the qualified independent underwriter. The qualified independent underwriter received no other compensation. Business Combination Marketing Agreement The Company has engaged CF&Co. as an advisor in connection with the Company’s Business Combination (see Note 4). Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the pandemic could have an effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2021
Stockholders' Equity [Abstract]
Stockholders' Equity	Note 6—Stockholders’ Equity Class A Common Stock Class B Common Stock In connection with the underwriter advising the Company that it would not exercise its over-allotment option, the Sponsor forfeited 937,500 shares of Class B common stock, so that the Prior to the consummation of the Business Combination, only holders of Class B common stock will have the right to vote on the election of directors. Holders of Class A common stock will not be entitled to vote on the election of directors during such time. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination). On October 1, 2020, the Sponsor effectuated a recapitalization of the Company, which included a 1.25-for-1 stock split. In December 2020 and January 2021, the Sponsor returned to the Company, at no cost, an aggregate of 7,187,500 Founder Shares, which were cancelled. On February 2, 2021, the Sponsor forfeited 937,500 shares of Class B common stock, resulting in an aggregate of 6,250,000 Founder Shares outstanding and held by the Sponsor and independent directors of the Company. Information contained in the unaudited condensed financial statements have been retroactively adjusted for this split and cancellation. Preferred Stock

Warrants

Warrants	3 Months Ended
	Mar. 31, 2021
Warrants [Abstract]
Warrants	Note 7—Warrants Warrants - The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants are not 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 exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may redeem the Public Warrants (except with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time during the exercise period; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”, as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the Warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Warrants. 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
	Mar. 31, 2021
Fair Value Measurements [Abstract]
Fair Value Measurements	Note 8—Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. 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 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices Significant Other Significant Other Total Assets: Assets held in Trust Account U.S. Treasury Securities $ 250,001,781 $ — $ — $ 250,001,781 Liabilities: Warrant liability $ 5,750,000 $ 138,000 $ — $ 5,888,000 FPS liability $ — $ — $ 2,052,035 $ 2,052,035 Level 1 instruments include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Warrant Liability The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liability on the Company’s balance sheet. The warrant liability is measured at fair value at inception and on a recurring basis, with any subsequent changes in fair value presented within change in fair value of warrant liability in the Company’s statement of operations. Initial Measurement The Company established the initial fair value for the Warrants on February 2, 2021, the date of the closing of the Initial Public Offering, and subsequent fair value as of March 31, 2021. The Public Warrants and Private Placement Warrants are measured at fair value on a recurring basis, using an Options Pricing Model (the “OPM”). The Company allocated the proceeds received from (i) the sale of Units in the Initial Public Offering (which is inclusive of one share of Class A common stock and one-third of one Public Warrant), (ii) the sale of the Private Placement Units (which is inclusive of one share of Class A common stock and one-third of one Private Placement Warrant), and (iii) the issuance of Class B common stock, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The Company utilizes the OPM to value the Warrants at each reporting period, with any subsequent changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in the OPM are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its shares of common stock based on historical volatility that matches the expected remaining life of the Warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the Warrants. The expected life of the Warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The aforementioned warrant liability is not subject to qualified hedge accounting. Subsequent Measurement The following table provides quantitative information regarding Level 3 fair value measurements: February 2, Risk-free interest rate 0.61 % Expected term (years) 5 Expected volatility 17.5 % Exercise price $ 11.50 Stock price $ 10.00 Dividend yield 0.0 % The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of March 31, 2021 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker CFFVW. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. As such, the Private Placement Warrants are classified as Level 2. As of March 31, 2021, the aggregate values of the Private Placement Warrants and Public Warrants was $0.1 million and $5.8 million, respectively, based on the closing price of CFFVW on that date of $0.69. The following table presents the changes in the fair value of warrant liability: Private Placement Public Warrant Liability Fair value as of February 2, 2021 $ 242,560 $ 10,106,666 $ 10,349,226 Change in valuation inputs or other assumptions (1)(2) (104,560 ) (4,356,666 ) (4,461,226 ) Fair value as of March 31, 2021 $ 138,000 $ 5,750,000 $ 5,888,000 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liability in the statement of operations.​ (2) Due to the use of quoted prices in an active market (Level 1) and the use of observable inputs for similar assets or liabilities (Level 2) for Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $54.9 million during the three months ended March 31, 2021. ​ FPS Liability The liability for the FPS was valued using an adjusted net assets method, which is considered to be a Level 3 fair value measurement. Under the adjusted net assets method utilized, the aggregate commitment of $10.0 million pursuant to the FPA is discounted to present value and compared to the fair value of the common stock and warrants to be issued pursuant to the FPA. The fair value of the common stock and warrants to be issued under the FPA are based on the public trading price of the Units issued in the Initial Public Offering. The excess (liability) or deficit (asset) of the fair value of the common stock and warrants to be issued compared to the $10.0 million fixed commitment is then reduced to account for the probability of consummation of the Business Combination. The primary unobservable input utilized in determining the fair value of the FPS is the probability of consummation of the Business Combination. As of March 31, 2021, the probability assigned to the consummation of the Business Combination was 88% which was determined based on a hybrid approach of both observed success rates of business combinations for special purpose acquisition companies and the Sponsor’s track record for consummating similar transactions. The following table presents a summary of the changes in the fair value of the FPS liability, a Level 3 liability, measured on a recurring basis. ​ FPS Liability Fair value as of February 2, 2021 $ 2,667,992 Change in valuation inputs or other assumptions (1) (615,957 ) Fair value as of March 31, 2021 $ 2,052,035 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of FPS liability in the statement of operations.​

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 9—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the financial statements date through the date that the unaudited condensed financial statements were issued and determined that there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements.

Description of Organization, _2

Description of Organization, Business Operations and Basis of Presentation (Policies)	3 Months Ended
	Mar. 31, 2021
Description of Organization, Business Operations and Basis of Presentation [Abstract]
Basis of Presentation	Basis of Presentation The unaudited condensed financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of March 31, 2021 and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in unaudited condensed financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form8-K and the final prospectus filed by the Company with the SEC on February 8, 2021 and January 29, 2021, respectively.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2021
Summary of Significant Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability and FPS liability. Such estimates may be subject to change as more current information becomes available and, therefore, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents in its operating account as of March 31, 2021 and December 31, 2020. The balance of the Company’s investments held in the Trust Account as of March 31, 2021 was comprised of cash equivalents.
Concentration of Credit Risk	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 Depository Insurance Coverage limit of $250,000, and cash equivalents held in the Trust Account. For the three months ended March 31, 2021 and 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value Measurements	Fair Value of Financial Instruments As of March 31, 2021 and December 31, 2020, the carrying values of cash, cash equivalents held in the Trust Account, accrued expenses, payables to related party, the Sponsor Loan and franchise tax payable approximate their fair values due to the short-term nature of the instruments.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and other costs incurred in connection with the preparation for the Initial Public Offering. These costs, together with the underwriting discount, were charged to stockholders’ equity upon the completion of the Initial Public Offering.
Warrant and FPS Liability	Warrant and FPS Liability The Company accounts for the Warrants and FPS as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and FPS applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants and FPS are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the Warrants and FPS are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and execution of the FPA and as of each subsequent quarterly period end date while the Warrants and FPS are outstanding. For issued or modified warrants and for instruments to be issued pursuant to the FPA that meet all of the criteria for equity classification, such warrants and instruments are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants and for the FPA instruments that do not meet all the criteria for equity classification, such warrants and instruments are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of liability-classified Warrants and the FPS are recognized as a non-cash gain or loss on the statements of operations. The Company accounts for the Warrants and FPS in accordance with ASC 815-40 under which the Warrants and FPS do not meet the criteria for equity classification and must be recorded as liabilities. See Note 7 for further discussion of the pertinent terms of the Warrants and Note 8 for further discussion of the methodology used to determine the value of the Warrants and FPS.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. 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 31, 2021, 23,732,126 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Income Taxes	Income Taxes Income taxes are accounted for under ASC Topic 740, Income Taxes ASC Topic 740 prescribes a recognition threshold that a tax position is required to meet before being recognized in the unaudited condensed financial statements. The Company provides for uncertain tax positions, based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. The Company recognizes interest and penalties related to unrecognized tax benefits as provision for income taxes on the statement of operations.
Net Loss Per Common Share	Net 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 periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 8,533,333 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per common share is the same as basic earnings per common share for the periods presented. The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for shares of Class A common stock is calculated by dividing the interest income on investments held in the Trust Account, net of applicable taxes available to be withdrawn from the Trust Account by the weighted average number of shares of Class A common stock outstanding for the period, excluding 600,000 shares of Class A common stock held by the Sponsor, which is not subject to redemption. Net loss per share, basic and diluted for shares of Class B common stock is calculated by dividing the net income, less income attributable to the shares of redeemable Class A common stock by the weighted average number of shares of Class B common stock and 600,000 shares of Class A common stock held by the Sponsor and outstanding for the period. The following table reflects the calculation of basic and diluted net income (loss) per common share: For the Three Months Ended For the Period from January 23, 2020 (Inception) to March 31, 2020 Redeemable Class A common shares Numerator: earnings allocable to redeemable Class A common shares Interest income on investments held in Trust Account $ 1,781 $ - Less franchise tax available to be withdrawn from the Trust Account $ (1,781 ) $ - Net earnings $ - $ - Denominator: weighted average number of redeemable Class A common share 25,000,000 - Basic and diluted net income per redeemable Class A common share $ - $ - Non-redeemable Class A and Class B common shares Numerator: net income (loss) minus redeemable net earnings Loss from operations $ (223,172 ) $ - Less franchise tax available to be withdrawn from the Trust Account $ 1,781 $ - Change in fair value of warrant liability attributed to non-redeemable Class A private placement and Class B common shares $ 4,461,226 - Change in fair value of FPS liability $ (2,052,035 ) - Non-redeemable net income $ 2,187,800 $ - Denominator: weighted average number of non-redeemable Class B common shares and Class A private placement shares Non-redeemable Class A private placement and Class B common shares, basic and diluted 7,193,750 6,250,000 Basic and diluted net income per non-redeemable Class A private placement and Class B common share $ 0.30 $ -
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements if currently adopted would have a material effect on the Company’s unaudited condensed financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2021
Summary of Significant Accounting Policies [Abstract]
Basic and Diluted Net Income (Loss) per Common Share	The following table reflects the calculation of basic and diluted net income (loss) per common share: For the Three Months Ended For the Period from January 23, 2020 (Inception) to March 31, 2020 Redeemable Class A common shares Numerator: earnings allocable to redeemable Class A common shares Interest income on investments held in Trust Account $ 1,781 $ - Less franchise tax available to be withdrawn from the Trust Account $ (1,781 ) $ - Net earnings $ - $ - Denominator: weighted average number of redeemable Class A common share 25,000,000 - Basic and diluted net income per redeemable Class A common share $ - $ - Non-redeemable Class A and Class B common shares Numerator: net income (loss) minus redeemable net earnings Loss from operations $ (223,172 ) $ - Less franchise tax available to be withdrawn from the Trust Account $ 1,781 $ - Change in fair value of warrant liability attributed to non-redeemable Class A private placement and Class B common shares $ 4,461,226 - Change in fair value of FPS liability $ (2,052,035 ) - Non-redeemable net income $ 2,187,800 $ - Denominator: weighted average number of non-redeemable Class B common shares and Class A private placement shares Non-redeemable Class A private placement and Class B common shares, basic and diluted 7,193,750 6,250,000 Basic and diluted net income per non-redeemable Class A private placement and Class B common share $ 0.30 $ -

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2021
Fair Value Measurements [Abstract]
Assets and Liabilities Measured at Fair Value on Recurring Basis	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 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices Significant Other Significant Other Total Assets: Assets held in Trust Account U.S. Treasury Securities $ 250,001,781 $ — $ — $ 250,001,781 Liabilities: Warrant liability $ 5,750,000 $ 138,000 $ — $ 5,888,000 FPS liability $ — $ — $ 2,052,035 $ 2,052,035
Level 3 Fair Value Measurement Inputs	The following table provides quantitative information regarding Level 3 fair value measurements: February 2, Risk-free interest rate 0.61 % Expected term (years) 5 Expected volatility 17.5 % Exercise price $ 11.50 Stock price $ 10.00 Dividend yield 0.0 %
Changes in Fair Value of Warrant Liabilities	The following table presents the changes in the fair value of warrant liability: Private Placement Public Warrant Liability Fair value as of February 2, 2021 $ 242,560 $ 10,106,666 $ 10,349,226 Change in valuation inputs or other assumptions (1)(2) (104,560 ) (4,356,666 ) (4,461,226 ) Fair value as of March 31, 2021 $ 138,000 $ 5,750,000 $ 5,888,000 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liability in the statement of operations.​ (2) Due to the use of quoted prices in an active market (Level 1) and the use of observable inputs for similar assets or liabilities (Level 2) for Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $54.9 million during the three months ended March 31, 2021.
Changes in Fair Value of FPS Liability	The following table presents a summary of the changes in the fair value of the FPS liability, a Level 3 liability, measured on a recurring basis. ​ FPS Liability Fair value as of February 2, 2021 $ 2,667,992 Change in valuation inputs or other assumptions (1) (615,957 ) Fair value as of March 31, 2021 $ 2,052,035 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of FPS liability in the statement of operations.​

Description of Organization, _3

Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($)	Feb. 02, 2021	Aug. 12, 2019	Mar. 31, 2020	Mar. 31, 2021	Dec. 31, 2020
Description of Organization and Business Operations [Abstract]
Period of warrants to become exercisable upon completion of business combination				30 days
Period to of warrants to become exercisable upon completion of IPO				12 months
Expiration period of warrants				5 years
Gross proceeds from private placement	$ 6,000,000		$ 0	$ 6,000,000
Offering costs	5,500,000			0	$ 131,695
Underwriting fees	5,100,000
Other offering costs	$ 400,000
Cash deposited in Trust Account		$ 250,000,000	$ 0	$ 250,000,000
Cash deposited in Trust Account per Unit (in dollars per share)				$ 10
Minimum percentage of Trust Account equal to fair market value of business combination required				80.00%
Minimum required post transaction ownership percentage of acquired business				50.00%
Net tangible asset threshold for redeeming Public Shares				$ 5,000,001
Percentage of Public Shares that can be redeemed without prior consent				15.00%
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period				100.00%
Redemption price (in dollars per share)				$ 10
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period				10 days
Amount of interest to pay dissolution expenses				$ 100,000	$ 100,000
Initial Public Offering [Member]
Description of Organization and Business Operations [Abstract]
Units issued (in shares)	25,000,000
Share price (in dollars per share)	$ 10
Gross proceeds from initial public offering	$ 250,000,000
Exercise price of warrant (in dollars per share)	$ 11.50
Initial Public Offering [Member] | Class A Common Stock [Member]
Description of Organization and Business Operations [Abstract]
Number of securities called by each unit (in shares)	1			1
Number of securities called by each whole warrant (in shares)	1			1
Initial Public Offering [Member] | Public Warrant [Member]
Description of Organization and Business Operations [Abstract]
Number of securities called by each unit (in shares)	0.33			0.33
Exercise price of warrant (in dollars per share)				$ 11.50
Private Placement [Member]
Description of Organization and Business Operations [Abstract]
Units issued (in shares)	600,000
Share price (in dollars per share)	$ 10
Gross proceeds from private placement	$ 6,000,000
Private Placement [Member] | Class A Common Stock [Member]
Description of Organization and Business Operations [Abstract]
Number of securities called by each unit (in shares)				1
Number of securities called by each whole warrant (in shares)				1
Forward Purchase Contract [Member]
Description of Organization and Business Operations [Abstract]
Units issued (in shares)				100,000
Share price (in dollars per share)				$ 10
Gross proceeds from initial public offering				$ 10,000,000
Forward Purchase Contract [Member] | Class A Common Stock [Member]
Description of Organization and Business Operations [Abstract]
Units issued (in shares)				250,000

Description of Organization, _4

Description of Organization, Business Operations and Basis of Presentation, Liquidity and Capital Resources (Details) - USD ($)	2 Months Ended	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Mar. 31, 2021	Dec. 31, 2020
Liquidity and Capital Resources [Abstract]
Cash		$ 25,000	$ 25,000
Working capital deficit		(125,479)	(107,200)
Interest income	$ 0	1,781
Amount of interest to pay dissolution expenses		100,000	100,000
Contribution from sale of founder shares	$ 25,000	0
Outstanding loan		592,985	0
Maximum [Member]
Liquidity and Capital Resources [Abstract]
Business acquisition transaction cost		1,750,000
Sponsor [Member]
Liquidity and Capital Resources [Abstract]
Contribution from sale of founder shares		25,000
Unsecured convertible promissory note		148,000
Outstanding loan		593,000	0
Trust Account [Member]
Liquidity and Capital Resources [Abstract]
Interest income		$ 1,800	$ 0

Description of Organization, _5

Description of Organization, Business Operations and Basis of Presentation, Correction of Previously Issued Financial Statement (Details) - USD ($)	Mar. 31, 2021	Feb. 02, 2021	Dec. 31, 2020
Correction of previously issued financial statement [Abstract]
Warrant liability	$ 5,888,000		$ 0
Forward purchase securities liability	2,052,035		0
Common stock, Class A, subject to possible redemption	237,321,260		0
Additional paid-in capital	2,811,895		24,281
Accumlated deficit	$ 2,187,295		$ (505)
Adjustment [Member]
Correction of previously issued financial statement [Abstract]
Warrant liability		$ 10,300,000
Forward purchase securities liability		2,700,000
Common stock, Class A, subject to possible redemption		(13,000,000)
Additional paid-in capital		2,600,000
Accumlated deficit		$ 2,600,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies, Cash and Cash Equivalents (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Cash and Cash Equivalents [Abstract]
Cash equivalents	$ 0	$ 0

Summary of Significant Accoun_5

Summary of Significant Accounting Policies, Class A Common Stock Subject to Possible Redemption (Details) - shares	Mar. 31, 2021	Dec. 31, 2020
Class A Common Stock Subject to Possible Redemption [Abstract]
Ordinary shares subject to possible redemption (in shares)	23,732,126	23,732,126
Common Class A [Member]
Class A Common Stock Subject to Possible Redemption [Abstract]
Ordinary shares subject to possible redemption (in shares)	23,732,126

Summary of Significant Accoun_6

Summary of Significant Accounting Policies, Net Income (Loss) Per Ordinary Share (Details) - USD ($)	2 Months Ended	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2021
Numerator: Net Income (Loss) minus Net Earnings [Abstract]
Interest income on investments held in Trust Account	$ 0	$ 1,781
Change in fair value of warrant liability attributed to non-redeemable Class A private placement and Class B common shares	0	4,461,226
Change in fair value of FPS liability	0	(2,052,035)
Class A and Class B Common Stock [Member]
Numerator: Net Income (Loss) minus Net Earnings [Abstract]
Less franchise tax available to be withdrawn from the Trust Account	0	1,781
Loss from operations	0	(223,172)
Change in fair value of warrant liability attributed to non-redeemable Class A private placement and Class B common shares	0	4,461,226
Change in fair value of FPS liability	0	(2,052,035)
Non-redeemable net income	$ 0	$ 2,187,800
Denominator: Weighted Average Ordinary Shares [Abstract]
Basic weighted average shares outstanding (in shares)	6,250,000	7,193,750
Diluted weighted average shares outstanding (in shares)	6,250,000	7,193,750
Basic net (loss) income per share (in dollars per share)	$ 0	$ 0.30
Diluted net (loss) income per share (in dollars per share)	$ 0	$ 0.30
Class A Common Stock [Member]
Net Income (Loss) per Ordinary Share [Abstract]
Shares excluded in calculation of diluted loss per share (in shares)		8,533,333
Sale of Private Placement Class A common stock (in shares)		600,000
Numerator: Net Income (Loss) minus Net Earnings [Abstract]
Interest income on investments held in Trust Account	$ 0	$ 1,781
Less franchise tax available to be withdrawn from the Trust Account	0	(1,781)
Net earnings	$ 0	$ 0
Denominator: Weighted Average Ordinary Shares [Abstract]
Basic weighted average shares outstanding (in shares)	0	25,000,000
Diluted weighted average shares outstanding (in shares)	0	25,000,000
Basic net (loss) income per share (in dollars per share)	$ 0	$ 0
Diluted net (loss) income per share (in dollars per share)	$ 0	$ 0

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares	Feb. 02, 2021	Jan. 31, 2021	Mar. 31, 2021
Initial Public Offering [Abstract]
Common stock, shares forfeited (in shares)		7,187,500
Class B Common Stock [Member]
Initial Public Offering [Abstract]
Common stock, shares forfeited (in shares)		7,187,500
Initial Public Offering [Member]
Initial Public Offering [Abstract]
Units issued (in shares)	25,000,000
Unit price (in dollars per share)	$ 10
Exercise price of warrant (in dollars per share)	$ 11.50
Ownership interest, as converted percentage	20.00%
Initial Public Offering [Member] | Public Warrant [Member]
Initial Public Offering [Abstract]
Number of securities called by each unit (in shares)	0.33		0.33
Exercise price of warrant (in dollars per share)			$ 11.50
Initial Public Offering [Member] | Class A Common Stock [Member]
Initial Public Offering [Abstract]
Number of securities called by each unit (in shares)	1		1
Number of securities called by each whole warrant (in shares)	1		1
Sponsor [Member] | Class B Common Stock [Member]
Initial Public Offering [Abstract]
Common stock, shares forfeited (in shares)	937,500	7,187,500

Related Party Transactions, Fou

Related Party Transactions, Founder Shares (Details)	Feb. 02, 2021shares	Oct. 01, 2020	Jan. 23, 2020USD ($)shares	Jan. 31, 2021shares	Mar. 31, 2020USD ($)	Mar. 31, 2021USD ($)$ / sharesshares	Dec. 31, 2020$ / sharesshares	Jan. 22, 2020$ / shares
Related Party Transactions [Abstract]
Common stock, par value (in dollars per share) | $ / shares						$ 0.0001
Proceeds from issuance of common stock to Sponsor | $					$ 25,000	$ 0
Common stock, shares forfeited (in shares)				7,187,500
Number of trading days						20 days
Trading day threshold period						30 days
Class A Common Stock [Member]
Related Party Transactions [Abstract]
Common stock, par value (in dollars per share) | $ / shares						$ 0.0001	$ 0.0001
Aggregate shares outstanding (in shares)						1,867,874	0
Share price threshold to transfer, assign or sell shares (in dollars per share) | $ / shares						$ 18
Number of trading days						20 days
Trading day threshold period						30 days
Class A Common Stock [Member] | Minimum [Member]
Related Party Transactions [Abstract]
Share price threshold to transfer, assign or sell shares (in dollars per share) | $ / shares						$ 12
Threshold period after initial business combination						150 days
Class B Common Stock [Member]
Related Party Transactions [Abstract]
Common stock, par value (in dollars per share) | $ / shares						$ 0.0001	$ 0.0001
Stock split ratio		1.25
Common stock, shares forfeited (in shares)				7,187,500
Aggregate shares outstanding (in shares)						6,250,000	7,187,500
Sponsor [Member]
Related Party Transactions [Abstract]
Proceeds from issuance of common stock to Sponsor | $						$ 25,000
Sponsor [Member] | Class B Common Stock [Member]
Related Party Transactions [Abstract]
Shares issued (in shares)			11,500,000
Common stock, par value (in dollars per share) | $ / shares								$ 0.0001
Proceeds from issuance of common stock to Sponsor | $			$ 25,000
Stock split ratio		1.25
Common stock, shares forfeited (in shares)	937,500			7,187,500
Percentage of shares held by Founder after Initial Public Offering						20.00%
Aggregate shares outstanding (in shares)						6,250,000

Related Party Transactions, Pri

Related Party Transactions, Private Placement Units (Details) - USD ($)	Feb. 02, 2021	Mar. 31, 2020	Mar. 31, 2021
Private Placement [Abstract]
Proceeds from private placement	$ 6,000,000	$ 0	$ 6,000,000
Expiration period of warrants			5 years
Private Placement Units [Member]
Private Placement [Abstract]
Units issued (in shares)	600,000
Proceeds from private placement	$ 6,000,000
Share price (in dollars per share)	$ 10
Private Placement Units [Member] | Class A Common Stock [Member]
Private Placement [Abstract]
Number of securities called by each unit (in shares)			1
Number of securities called by each warrant (in shares)			1
Private Placement Units [Member] | Private Placement Warrant [Member]
Private Placement [Abstract]
Number of securities called by each unit (in shares)			0.33
Exercise price of warrant (in dollars per share)			$ 11.50
Expiration period of warrants			5 years
Number of days to sell the private placements			30 days

Related Party Transactions, Bus

Related Party Transactions, Business Combination Marketing Agreement (Details) - Cantor Fitzgerald & Co. [Member] - Business Combination Marketing Agreement [Member]	3 Months Ended
	Mar. 31, 2021USD ($)
Related Party Transactions [Abstract]
Marketing Fee	$ 8,750,000
Percentage of gross proceeds	3.50%

Related Party Transactions, Rel

Related Party Transactions, Related Party Loans (Details) - USD ($)	2 Months Ended	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2021	Feb. 02, 2021	Dec. 31, 2020
Related Party Transactions [Abstract]
Proceeds from related party	$ 0	$ 592,985
Accounts payable		10,000		$ 37,640
Sponsor [Member]
Related Party Transactions [Abstract]
Accounts payable		10,000		$ 37,600
Sponsor [Member] | Pre-IPO Loan [Member]
Related Party Transactions [Abstract]
Amount outstanding			$ 148,445
Sponsor [Member] | Pre-IPO Loan [Member] | Maximum [Member]
Related Party Transactions [Abstract]
Maximum borrowing capacity			$ 300,000
Sponsor [Member] | Sponsor Loan [Member]
Related Party Transactions [Abstract]
Maximum borrowing capacity		1,750,000
Monthly expense		10,000
Proceeds from related party		$ 592,985

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	Feb. 02, 2021	Mar. 31, 2020	Mar. 31, 2021
Underwriting Agreement [Abstract]
Underwriter cash discount paid	$ 100,000	$ 0	$ 5,393,362
Cantor Fitzgerald & Co. [Member]
Underwriting Agreement [Abstract]
Number of days to exercise over-alotment option	45 days
Underwriter cash discount paid	$ 5,000,000
Cantor Fitzgerald & Co. [Member] | Over-Allotment Option [Member]
Underwriting Agreement [Abstract]
Units offered (in shares)	3,750,000

Stockholders' Equity, Common St

Stockholders' Equity, Common Stock (Details)	Feb. 02, 2021shares	Oct. 01, 2020	Jan. 31, 2021shares	Mar. 31, 2021Vote$ / sharesshares	Dec. 31, 2020$ / sharesshares	Jan. 22, 2020$ / shares
Stockholders' Equity [Abstract]
Common stock, par value (in dollars per share) | $ / shares				$ 0.0001
Common stock, subject to possible redemption (in shares)				23,732,126	23,732,126
Conversion of common stock of redeemable warrant (in shares)				1
Common stock, shares forfeited (in shares)			7,187,500
Class A Common Stock [Member]
Stockholders' Equity [Abstract]
Common stock, shares authorized (in shares)				240,000,000	240,000,000
Common stock, par value (in dollars per share) | $ / shares				$ 0.0001	$ 0.0001
Common stock, shares issued (in shares)				1,867,874	0
Common stock, shares outstanding (in shares)				1,867,874	0
Common stock, subject to possible redemption (in shares)				23,732,126
Shares included in units (in shares)				600,000
Class B Common Stock [Member]
Stockholders' Equity [Abstract]
Common stock, shares authorized (in shares)				30,000,000	30,000,000
Common stock, par value (in dollars per share) | $ / shares				$ 0.0001	$ 0.0001
Votes per share | Vote				1
Common stock, shares issued (in shares)				6,250,000	7,187,500
Common stock, shares outstanding (in shares)				6,250,000	7,187,500
Common stock, shares forfeited (in shares)			7,187,500
Stock conversion percentage threshold				20.00%
Stock split ratio		1.25
Class B Common Stock [Member] | Sponsor [Member]
Stockholders' Equity [Abstract]
Common stock, par value (in dollars per share) | $ / shares						$ 0.0001
Common stock, shares outstanding (in shares)				6,250,000
Common stock, shares forfeited (in shares)	937,500		7,187,500
Stock split ratio		1.25

Stockholders' Equity, Preferred

Stockholders' Equity, Preferred Stock (Details) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Stockholders' Equity [Abstract]
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0

Warrants (Details)

Warrants (Details)	3 Months Ended
	Mar. 31, 2021$ / shares
Warrants [Abstract]
Period to exercise warrants after business combination	30 days
Period to exercise warrants after public offerings	12 months
Number of days to file registration statement	15 days
Expiration period of warrants	5 years
Notice period to redeem warrants	30 days
Warrant redemption price (in dollars per share)	$ 0.01
Trading day threshold period	30 days
Number of trading days	20 days
Limitation period to transfer, assign or sell warrants	30 days
Class A Common Stock [Member]
Warrants [Abstract]
Trading day threshold period	30 days
Share price (in dollars per share)	$ 18
Number of trading days	20 days

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Mar. 31, 2021	Feb. 02, 2021
Initial Public Offering [Member] | Public Warrants [Member]
Liabilities [Abstract]
Number of securities called by each unit (in shares)	0.33	0.33
Initial Public Offering [Member] | Class A Common Stock [Member]
Liabilities [Abstract]
Number of securities called by each unit (in shares)	1	1
Private Placement [Member] | Private Placement Warrants [Member]
Liabilities [Abstract]
Number of securities called by each unit (in shares)	0.33
Private Placement [Member] | Class A Common Stock [Member]
Liabilities [Abstract]
Number of securities called by each unit (in shares)	1
Recurring [Member]
Assets [Abstract]
Assets held in Trust Account U.S. Treasury Securities	$ 250,001,781
Liabilities [Abstract]
Warrant liability	5,888,000	$ 10,349,226
FPS liability	2,052,035
Recurring [Member] | Public Warrants [Member]
Liabilities [Abstract]
Warrant liability	5,750,000	10,106,666
Recurring [Member] | Private Placement Warrants [Member]
Liabilities [Abstract]
Warrant liability	138,000	$ 242,560
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member]
Assets [Abstract]
Assets held in Trust Account U.S. Treasury Securities	250,001,781
Liabilities [Abstract]
Warrant liability	5,750,000
FPS liability	0
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member]
Assets [Abstract]
Assets held in Trust Account U.S. Treasury Securities	0
Liabilities [Abstract]
Warrant liability	138,000
FPS liability	0
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member]
Assets [Abstract]
Assets held in Trust Account U.S. Treasury Securities	0
Liabilities [Abstract]
Warrant liability	0
FPS liability	$ 2,052,035

Fair Value Measurements, Level

Fair Value Measurements, Level 3 Fair Value Measurement Inputs (Details)	Mar. 31, 2021	Feb. 02, 2021$ / shares
Fair Value Measurements [Abstract]
Term	5 years
Warrant [Member]
Fair Value Measurements [Abstract]
Term		5 years
Warrant [Member] | Risk Free Interest Rate [Member]
Fair Value Measurements [Abstract]
Measurement input		0.0061
Warrant [Member] | Expected Volatility [Member]
Fair Value Measurements [Abstract]
Measurement input		0.1750
Warrant [Member] | Exercise Price [Member]
Fair Value Measurements [Abstract]
Measurement input		11.50
Warrant [Member] | Stock Price [Member]
Fair Value Measurements [Abstract]
Measurement input		10
Warrant [Member] | Dividend Yield [Member]
Fair Value Measurements [Abstract]
Measurement input		0

Fair Value Measurements, Change

Fair Value Measurements, Changes in Fair Value of Warrant Liability (Details)	2 Months Ended		3 Months Ended
	Mar. 31, 2021USD ($)$ / shares		Mar. 31, 2021USD ($)$ / shares
Changes in Fair Value of Warrant Liabilities [Roll Forward]
Aggregate value of units available for sale	$ 10,000,000		$ 10,000,000
Percentage of available for funding of business combination			88.00%
Transfers out of Level 3			$ 54,900,000
Public Warrants [Member]
Changes in Fair Value of Warrant Liabilities [Roll Forward]
Share price (in dollars per share) | $ / shares	$ 0.69		$ 0.69
Recurring [Member]
Changes in Fair Value of Warrant Liabilities [Roll Forward]
Fair value	$ 10,349,226
Change in valuation inputs or other assumptions	(4,461,226)	[1],[2]
Fair value	5,888,000		$ 5,888,000
Recurring [Member] | Private Placement Warrants [Member]
Changes in Fair Value of Warrant Liabilities [Roll Forward]
Fair value	242,560
Change in valuation inputs or other assumptions	(104,560)	[1],[2]
Fair value	138,000		138,000
Recurring [Member] | Public Warrants [Member]
Changes in Fair Value of Warrant Liabilities [Roll Forward]
Fair value	10,106,666
Change in valuation inputs or other assumptions	(4,356,666)	[1],[2]
Fair value	5,750,000		5,750,000
Recurring [Member] | Forward Purchase Securities Liability [Member]
Changes in Fair Value of Warrant Liabilities [Roll Forward]
Fair value	2,667,992
Change in valuation inputs or other assumptions	(615,957)	[3]
Fair value	$ 2,052,035		$ 2,052,035
[1]	Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liability in the statement of operations.
[2]	Due to the use of quoted prices in an active market (Level 1) and the use of observable inputs for similar assets or liabilities (Level 2) for Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $4.5 million during the three months ended March 31, 2021.
[3]	Changes in valuation inputs or other assumptions are recognized in change in fair value of FPS liability in the statement of operations.