Energy Vault (NRGV) 10-Q 24 May 21 2021 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2021	May 24, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2021
Entity Registrant Name	Novus Capital Corp II
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001828536
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Amendment Flag	false
Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-half of one redeemable warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-half of one redeemable warrant
Trading Symbol	NXU.U
Security Exchange Name	NASDAQ
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, $0.0001 par value
Trading Symbol	NXU
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		28,750,000
Redeemable warrants
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants
Trading Symbol	NXU WS
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		7,187,500

CONDENSED BALANCE SHEET

CONDENSED BALANCE SHEET - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets
Cash	$ 1,281,731	$ 172,854
Prepaid expenses	226,896
Total Current Assets	1,508,627	172,854
Deferred offering costs		37,042
Marketable securities held in Trust Account	287,501,085
TOTAL ASSETS	289,009,712	209,896
Current liabilities
Accounts payable and accrued expenses	110,590	1,000
Accrued offering costs	35,000	25,000
Promissory note - Related party		160,000
Total Current Liabilities	145,590	186,000
Warranty liability	17,773,332
TOTAL LIABILITIES	17,918,922	186,000
Commitments and Contingencies
Stockholder's Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding
Additional paid-in capital	6,628,214	24,281
Accumulated deficit	(1,629,141)	(1,104)
Total Stockholder's Equity	5,000,006	23,896
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY	289,009,712	209,896
Class A Common Stock
Stockholder's Equity
Common stock	214
Class A Common Stock Subject to Redemption
Current liabilities
Class A common stock subject to possible redemption 26,608,978 and no shares at redemption value at March 31, 2021 and December 31, 2020, respectively	266,090,784
Class A Common Stock Not Subject to Redemption
Stockholder's Equity
Total Stockholder's Equity	214
Class B Common Stock
Stockholder's Equity
Common stock	719	719
Total Stockholder's Equity	$ 719	$ 719

CONDENSED BALANCE SHEET (Parent

CONDENSED BALANCE SHEET (Parenthetical) - $ / shares	Mar. 31, 2021	Feb. 09, 2021	Feb. 08, 2021	Dec. 31, 2020
Preferred stock, par value, (per share)	$ 0.0001			$ 0.0001
Preferred stock, shares authorized	1,000,000			1,000,000
Preferred stock, shares issued	0			0
Preferred stock, shares outstanding	0			0
Purchase price, per unit	$ 10
Over-allotment option
Purchase price, per unit		$ 10	$ 10
Class A Common Stock
Common shares, par value, (per share)	$ 0.0001
Common shares, shares authorized	500,000,000
Class A Common Stock Subject to Redemption
Temporary equity, shares issued	26,608,978			0
Temporary equity, shares outstanding	26,608,978			0
Class A Common Stock Not Subject to Redemption
Common shares, par value, (per share)	$ 0.0001			$ 0.0001
Common shares, shares authorized	100,000,000			100,000,000
Common shares, shares issued	2,141,022			0
Common shares, shares outstanding	2,141,022			0
Class B Common Stock
Common shares, par value, (per share)	$ 0.0001			$ 0.0001
Common shares, shares authorized	10,000,000			10,000,000
Common shares, shares issued	7,187,500			7,187,500
Common shares, shares outstanding	7,187,500			7,187,500

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Operating and formation costs	$ 186,183
Loss from operations	(186,183)
Other income:
Interest earned on marketable securities held in Trust Account	1,085
Interest income - bank	38
Transaction costs incurred in connection with warrant liability	(241,311)
Change in fair value of warrants	(1,201,666)
Other income, net	(1,441,854)
Net loss	$ (1,628,037)
Class A Common Stock Subject to Redemption
Other income:
Weighted average shares outstanding, basic and diluted | shares	26,747,733
Basic and diluted net loss per common share | $ / shares	$ 0
Class A Common Stock Not Subject to Redemption
Other income:
Weighted average shares outstanding, basic and diluted | shares	7,915,868
Basic and diluted net loss per common share | $ / shares	$ (0.21)

CONDENSED STATEMENTS OF OPERA_2

CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - shares	Mar. 31, 2021	Dec. 31, 2020
Class A Common Stock Subject to Redemption
Temporary equity, shares outstanding	26,608,978	0

CONDENSED STATEMENT OF CHANGES

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 3 months ended Mar. 31, 2021 - USD ($)	Class A Common Stock Not Subject to Redemption	Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020		$ 719	$ 24,281	$ (1,104)	$ 23,896
Balance at the beginning (in shares) at Dec. 31, 2020		7,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of 28,750,000 Units, net of underwriting discounts, initial value of public warrant and offering expenses	$ 2,875		270,780,389	0	270,783,264
Sale of Units, net of underwriting discounts (in shares)	28,750,000
Cash paid in excess of fair value for Private Placement Warrants			1,911,667	0	1,911,667
Common stock subject to possible redemption	$ (2,661)		(266,088,123)	0	(266,090,784)
Common stock subject to possible redemption (in shares)	(26,608,978)
Net loss			0	(1,628,037)	(1,628,037)
Balance at the end at Mar. 31, 2021	$ 214	$ 719	$ 6,628,214	$ (1,629,141)	$ 5,000,006
Balance at the end (in shares) at Mar. 31, 2021	2,141,022	7,187,500

CONDENSED STATEMENT OF CHANGE_2

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - shares	Feb. 09, 2021	Feb. 08, 2021	Mar. 31, 2021
Private Placement Warrants
Sale of Private Placement Warrants (in shares)			28,750,000
Over-allotment option
Sale of Units, net of underwriting discounts (in shares)	3,750,000	3,750,000
Private Placement | Private Placement Warrants
Sale of Private Placement Warrants (in shares)			5,166,666
Class A Common Stock Not Subject to Redemption
Sale of Units, net of underwriting discounts (in shares)			28,750,000

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS	3 Months Ended
	Mar. 31, 2021USD ($)
Cash Flows from Operating Activities:
Net loss	$ (1,628,037)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liabilities	1,201,666
Transaction costs incurred in connection with warrant	241,311
Interest earned on marketable securities held in Trust Account	(1,085)
Changes in operating assets and liabilities:
Prepaid expenses	(226,896)
Accounts payable and accrued expenses	109,590
Net cash used in operating activities	(303,451)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(287,500,000)
Net cash used in investing activities	(287,500,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	281,750,000
Proceeds from sale of Private Placement Warrants	7,750,000
Repayment of promissory note - related party	(160,000)
Payment of offering costs	(427,672)
Net cash provided by financing activities	288,912,328
Net Change in Cash	1,108,877
Cash - Beginning of period	172,854
Cash - End of period	1,281,731
Non-cash investing and financing activities:
Payment of deferred offering costs by the Sponsor in exchange for the issuance of Class B common stock	35,000
Initial classification of common stock subject to possible redemption	284,049,000
Change in value of common stock subject to possible redemption	$ (17,958,216)

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	3 Months Ended
	Mar. 31, 2021
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Novus Capital Corporation II (the "Company") is a blank check company incorporated in Delaware on September 29, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the "Business Combination"). 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. The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination although it intends to focus on target businesses that are at the forefront of high technology and are enabling the future evolution of smart technologies, 5G communication, virtual reality, artificial intelligence, spatial computing, cloud analytics, machine learning, hardware and software distribution, value added customized logistics services, sustainable smart city systems and sustainable agricultural technology, or AgTech. As of March 31, 2021, the Company had not commenced any operations. All activity for the period from September 29, 2020 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income on cash and cash equivalents in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on February 3, 2021. On February 8, 2021, the Company consummated the Initial Public Offering of 28,750,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,750,000 Units, at $10.00 per Unit, generating gross proceeds of $287,500,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,166,666 warrants (each, a "Private Placement Warrant" and, collectively, the "Private Placement Warrants") at a price of $1.50 per Private Placement Warrant in a private placement to the Company's initial stockholders, including Cowen Investments (an affiliate of one of the underwriters), generating gross proceeds of $7,750,000, which is described in Note 5. Transaction costs amounted to $6,224,714, consisting of $5,750,000 of underwriting fees, and $ 474,714 of other offering costs. Following the closing of the Initial Public Offering on February 8, 2021, an amount of $287,500,000 ($10.00 per Public Unit) from the net proceeds of the sale of the Public Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and will be invested 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 meeting certain conditions 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 funds in the Trust Account to the Company’s stockholders, as described below, except that interest earned on the Trust Account can be released to the Company to pay its tax obligations (“permitted withdrawals”). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (excluding taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding 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 anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). 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 only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, 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 reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the "Amended and Restated Certificate of Incorporation"), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission ("SEC") and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other 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. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders and Cowen Investments have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don't vote at all. The initial stockholders and Cowen Investments have agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within by February 8, 2023 and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the initial stockholders and Cowen Investments acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The Company will have until February 8, 2023 to complete a Business Combination (the "Combination Period"). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. In order to protect the amounts held in the Trust Account, V Donargo LLC, an entity controlled by Vincent Donargo, the Company’s Chief Financial Officer, has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as 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, V Donargo LLC will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that V Donargo LLC will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative 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 financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

RESTATEMENT OF PREVIOUSLY ISSUE

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT	3 Months Ended
	Mar. 31, 2021
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT	NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT The Company previously accounted for its outstanding Public Warrants (as defined in Note 9) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement (the “Warrant Agreement”). In consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statement as of February 8, 2021. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate the treatment of the warrants and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. I n accordance with ASC Topic 340, Other Assets and Deferred Costs, as a result of the classification of the warrants as derivative liabilities, the Company expensed a portion of the offering costs originally recorded as a reduction in equity. The portion of offering costs that was expensed was determined based on the relative fair value of the Public Warrants and shares of Class A common stock included in the Units. The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust or cash. The following tables summarize the effect of the restatement on each financial statement line items as of February 8, 2021: As Previously As Reported Adjustments Restated Balance sheet as of February 8, 2021 (audited) Warrant Liability $ — $ 16,571,666 $ 16,691,433 Class A Common Stock Subject to Possible Redemption 284,049,000 (16,571,670) 267,477,330 Class A Common Stock 35 165 200 Additional Paid-in Capital 5,000,532 241,150 5,241,682 Accumulated Deficit (1,276) (241,311) (242,587)

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2020, as filed with the SEC on March 30, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on February 9, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with 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 expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At March 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. 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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the private placement warrants and public warrants were estimated using a Modified Black Scholes approach and a Modified Monte Carlo Simulation, respectively (see Note 10). Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2021 due to the valuation allowance recorded on the Company's net operating losses and permanent differences. Net Loss Per Share Net loss per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 14,749,999 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s consolidated statement of operations includes a presentation of loss per share for common stock subject to possible redemption in a manner similar to the two-class method of loss per share. Net loss per share, basic and diluted, for Class A Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account the weighted average number of Class A Common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to Class A Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts): Three Months Ended March 31, 2021 Class A Common stock subject to possible redemption Numerator: Earnings allocable to Class A Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 1,085 Less: interest available to be withdrawn for payment of taxes (1,085) Net income attributable $ — Denominator: Weighted Average Class A Common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A Common stock subject to possible redemption 26,747,733 Basic and diluted net income per share, Class A Common stock subject to possible redemption $ Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (1,628,037) Add: Net loss allocable to Class A Common stock subject to possible redemption — Non-Redeemable Net Loss $ (1,628,037) Denominator: Weighted Average Non-redeemable Common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 7,915,868 Basic and diluted net loss per share, Non-redeemable common stock $ (0.21) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

PUBLIC OFFERING

PUBLIC OFFERING	3 Months Ended
	Mar. 31, 2021
PUBLIC OFFERING
PUBLIC OFFERING	NOTE 4. INITIAL PUBLIC OFFERING On February 9, 2021, the Company sold 28,750,000 Units which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,750,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company's Class A common stock and one-half of one redeemable warrant ("Public Warrant"). Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 9).

PRIVATE PLACEMENT

PRIVATE PLACEMENT	3 Months Ended
	Mar. 31, 2021
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,166,666 Private Placement Warrants at a price of $1.50 per Private Placement Warrant ($7,750,000 in the aggregate), each exercisable to purchase one share of Class A common stock at a price of $11.50 per share, in a private placement. The proceeds from the sale of the Private Placement Warrants were 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 proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2021
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On October 12, 2020, the Initial Stockholders purchased 7,187,500 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. The Founder Shares include an aggregate of up to 937,500 shares subject to forfeiture by the initial stockholders to the extent that the underwriter’s over-allotment is not exercised in full or in part, so that the Sponsor will collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Initial Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (1) one year after the completion of a Business Combination or (B) subsequent to a 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 a 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. Promissory Note — Related Party On October 1, 2020, certain of the Company's directors agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to promissory notes (the "Promissory Notes"). The Promissory Notes are non-interest bearing and are payable on the earlier of (i) September 30, 2021 and (ii) the consummation of the Initial Public Offering. As of December 31, 2020, the Company had $160,000 outstanding under the Notes, which is currently due on demand. The outstanding balance under the Promissory Note of $80,000 was subsequently repaid on February 8, 2021, while the remaining $80,000 was repaid on February 10, 2021. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers 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 Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants.

COMMITMENTS

COMMITMENTS	3 Months Ended
	Mar. 31, 2021
COMMITMENTS
COMMITMENTS	NOTE 7. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on February 3, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans ) will have registration rights to require the Company to register a sale of any of the securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Notwithstanding the foregoing, Cowen Investments may not exercise its demand and "piggyback" registration rights after five and seven years, respectively, after the effective date of the Initial Public Offering. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company's securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $5,750,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Business Combination Marketing Agreement The Company engaged the underwriters as an advisor in connection with a Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business' attributes, introduce the Company to potential investors that are interested in purchasing the Company's securities in connection with a Business Combination, provide financial advisory services to assist the Company in the Company's efforts to obtain any 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 the underwriters a cash fee for such services upon the consummation of a Business Combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of Initial Public Offering.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	3 Months Ended
	Mar. 31, 2021
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY	NOTE 8. STOCKHOLDER’S EQUITY Preferred Stock — The Company is authorized to issue 5,000,000 shares of $0.0001 par value preferred stock. At March 31, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding. Class A Common Stock - The Company is authorized to issue up to 500,000,000 shares of Class A, $0.0001 par value common stock. Holders of the Company's common stock are entitled to one vote for each share. At March 31, 2021, there were 2,141,022 shares of Class A common stock issued and outstanding, excluding 26,608,978 shares of Class A common stock subject to possible redemption. At December 31, 2020 there were no Class A common stock issued or outstanding. Class B Common Stock - The Company is authorized to issue up to 20,000,000 shares of Class B , $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were 7,187,500 shares of Class B common stock issued and outstanding no shares of Class B common stock subject to possible redemption, respectively. 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 shareholders, 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 a 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 this prospectus and related to the closing of a 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 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 a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

WARRANTS

WARRANTS	3 Months Ended
	Mar. 31, 2021
WARRANTS
WARRANTS	NOTE 9. WARRANTS Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. 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, it will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act or another exemption. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Redemption of Warrants When the Price per share of Class A common stock Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants (except with respect to the Private Placement Warrants): · in whole and not in part; · at a price of $0.01 per Public Warrant; · upon not less than 30 days' prior written notice of redemption to each warrant holder; and · if, and only if, the reported last sale price of the shares of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30‑trading day period ending three business days before we send the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants When the Price per share of Class A common stock Equals or Exceeds $10.00 - Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants): · in whole and not in part; · at a price of $0.10 per warrant provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares of Class A common stock determined based on the redemption date and the fair market value of the Class A common stock; · upon a minimum of 30 days’ prior written notice of redemption; · if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and · if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30- day period after written notice of redemption is given. The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances 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 Public Warrants. If the Company does not complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Initial Stockholders or their affiliates, without taking into account any Founder Shares held by the Initial Stockholders or such affiliates, as applicable, prior to such issuance) (the "Newly Issued Price"), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company's initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the "Market Value") is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants will and the common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will 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.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
	Mar. 31, 2021
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity securities at March 31, 2021 are as follows: Significant Significant Quoted Prices Other Other in Active Observable Unobservable Markets Inputs Inputs Description March 31, 2021 (Level 1) (Level 2) (Level 3) Assets: Cash and marketable securities held in Trust Account $ 287,501,085 $ 287,501,085 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 11,883,333 $ 11,883,333 $ — $ — Warrant Liability – Private Placement Warrants $ 5,889,999 $ — $ — $ 5,889,999 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the three months ended March 31, 2021. The Warrants are measured at fair value on a recurring basis. The Public Warrants were initially valued using a Modified Monte Carlo Simulation. As of March 31, 2021, the Public Warrants were valued using the instrument’s publicly listed trading price as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. The Private Placement Warrants were valued using a Modified Black Scholes Model, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of our common stock. The expected volatility of the Company’s common stock was determined based on the implied volatility of the Public Warrants. The key inputs into the Modified Montel Carlo Simulation and the Modified Black Scholes model for Warrants were as follows: February 8, 2021 March 31, 2021 Public Private Private Input Warrants Warrants Warrants Risk-free interest rate 0.48 % 0.48 % 0.92 % Expected term (years) 5.00 5.00 5.00 Expected volatility 21.0 % 21.0 % 22.0 % Exercise price $ 11.50 $ 11.50 $ 11.50 Stock Price $ 10.00 $ 10.00 $ 9.70 Probability of completing a business combination 80 % 80 % 80.0 % The following table presents the changes in the fair value of warrant liabilities: Private Warrant Placement Public Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on February 8, 2021 5,838,333 10,733,333 16,571,666 Change in valuation inputs or other assumptions 51,666 1,150,000 1,201,666 Fair value as of March 31, 2021 $ 5,889,999 $ 11,883,333 $ 17,773,332

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2021
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Other than as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2020, as filed with the SEC on March 30, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on February 9, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with 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 expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At March 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities.
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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Warrant Liability	Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the private placement warrants and public warrants were estimated using a Modified Black Scholes approach and a Modified Monte Carlo Simulation, respectively (see Note 10).
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2021 due to the valuation allowance recorded on the Company's net operating losses and permanent differences.
Net Loss Per Share	Net Loss Per Share Net loss per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 14,749,999 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s consolidated statement of operations includes a presentation of loss per share for common stock subject to possible redemption in a manner similar to the two-class method of loss per share. Net loss per share, basic and diluted, for Class A Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account the weighted average number of Class A Common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to Class A Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts): Three Months Ended March 31, 2021 Class A Common stock subject to possible redemption Numerator: Earnings allocable to Class A Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 1,085 Less: interest available to be withdrawn for payment of taxes (1,085) Net income attributable $ — Denominator: Weighted Average Class A Common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A Common stock subject to possible redemption 26,747,733 Basic and diluted net income per share, Class A Common stock subject to possible redemption $ Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (1,628,037) Add: Net loss allocable to Class A Common stock subject to possible redemption — Non-Redeemable Net Loss $ (1,628,037) Denominator: Weighted Average Non-redeemable Common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 7,915,868 Basic and diluted net loss per share, Non-redeemable common stock $ (0.21)
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature.
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

RESTATEMENT OF PREVIOUSLY ISS_2

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT (Tables)	3 Months Ended
	Mar. 31, 2021
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT
Schedule of impact of the restatement on financial statements	As Previously As Reported Adjustments Restated Balance sheet as of February 8, 2021 (audited) Warrant Liability $ — $ 16,571,666 $ 16,691,433 Class A Common Stock Subject to Possible Redemption 284,049,000 (16,571,670) 267,477,330 Class A Common Stock 35 165 200 Additional Paid-in Capital 5,000,532 241,150 5,241,682 Accumulated Deficit (1,276) (241,311) (242,587)

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of calculation of basic and diluted net income (loss) per share	Three Months Ended March 31, 2021 Class A Common stock subject to possible redemption Numerator: Earnings allocable to Class A Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 1,085 Less: interest available to be withdrawn for payment of taxes (1,085) Net income attributable $ — Denominator: Weighted Average Class A Common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A Common stock subject to possible redemption 26,747,733 Basic and diluted net income per share, Class A Common stock subject to possible redemption $ Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (1,628,037) Add: Net loss allocable to Class A Common stock subject to possible redemption — Non-Redeemable Net Loss $ (1,628,037) Denominator: Weighted Average Non-redeemable Common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 7,915,868 Basic and diluted net loss per share, Non-redeemable common stock $ (0.21)

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Mar. 31, 2021
FAIR VALUE MEASUREMENTS
Schedule of gross holding losses and fair value of held-to-maturity securities	Significant Significant Quoted Prices Other Other in Active Observable Unobservable Markets Inputs Inputs Description March 31, 2021 (Level 1) (Level 2) (Level 3) Assets: Cash and marketable securities held in Trust Account $ 287,501,085 $ 287,501,085 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 11,883,333 $ 11,883,333 $ — $ — Warrant Liability – Private Placement Warrants $ 5,889,999 $ — $ — $ 5,889,999
Schedule of key inputs into the Modified Black Scholes model for Warrants	February 8, 2021 March 31, 2021 Public Private Private Input Warrants Warrants Warrants Risk-free interest rate 0.48 % 0.48 % 0.92 % Expected term (years) 5.00 5.00 5.00 Expected volatility 21.0 % 21.0 % 22.0 % Exercise price $ 11.50 $ 11.50 $ 11.50 Stock Price $ 10.00 $ 10.00 $ 9.70 Probability of completing a business combination 80 % 80 % 80.0 %
Schedule of change in the fair value of the warrant liabilities	Private Warrant Placement Public Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on February 8, 2021 5,838,333 10,733,333 16,571,666 Change in valuation inputs or other assumptions 51,666 1,150,000 1,201,666 Fair value as of March 31, 2021 $ 5,889,999 $ 11,883,333 $ 17,773,332

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)	Feb. 09, 2021$ / sharesshares	Feb. 08, 2021USD ($)$ / sharesshares	Sep. 29, 2020	Mar. 31, 2021USD ($)item$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit | $ / shares				$ 10
Proceeds from sale of Private Placement Warrants				$ 7,750,000
Transaction Costs		$ 6,224,714
Underwriting fees		5,750,000
Deferred underwriting fee payable				5,750,000
Other offering costs		$ 474,714
Payments for investment of cash in Trust Account				$ 287,500,000
Condition for future business combination number of businesses minimum			1	1
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account				80
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination				50
Minimum net tangible assets upon consummation of business combination				$ 5,000,001
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)				100.00%
Redemption period upon closure				10 days
Maximum Allowed Dissolution Expenses				$ 100,000
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares				28,750,000
Price of warrant | $ / shares				$ 1.50
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) | shares	28,750,000	28,750,000
Purchase price, per unit | $ / shares		$ 10
Proceeds from issuance initial public offering		$ 287,500,000
Payments for investment of cash in Trust Account		$ 287,500,000
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares				5,166,666
Price of warrant | $ / shares				$ 1.50
Proceeds from sale of Private Placement Warrants				$ 7,750,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) | shares	3,750,000	3,750,000
Purchase price, per unit | $ / shares	$ 10	$ 10

RESTATEMENT OF PREVIOUSLY ISS_3

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT (Details) - USD ($)	Mar. 31, 2021	Feb. 08, 2021	Dec. 31, 2020
Balance sheet as of February 8, 2021
Warranty Liability	$ 17,773,332
Additional Paid-in Capital	6,628,214		$ 24,281
Accumulated Deficit	(1,629,141)		$ (1,104)
Class A Common Stock
Balance sheet as of February 8, 2021
Common Stock	$ 214
Restatement of warrants as derivative liabilities
Balance sheet as of February 8, 2021
Warranty Liability		$ 16,691,433
Additional Paid-in Capital		5,241,682
Accumulated Deficit		(242,587)
Restatement of warrants as derivative liabilities | Class A Common Stock
Balance sheet as of February 8, 2021
Class A Common Stock Subject to Possible Redemption		267,477,330
Common Stock		200
Restatement of warrants as derivative liabilities | As Previously Reported
Balance sheet as of February 8, 2021
Additional Paid-in Capital		5,000,532
Accumulated Deficit		(1,276)
Restatement of warrants as derivative liabilities | As Previously Reported | Class A Common Stock
Balance sheet as of February 8, 2021
Class A Common Stock Subject to Possible Redemption		284,049,000
Common Stock		35
Restatement of warrants as derivative liabilities | Adjustments
Balance sheet as of February 8, 2021
Warranty Liability		16,571,666
Additional Paid-in Capital		241,150
Accumulated Deficit		(241,311)
Restatement of warrants as derivative liabilities | Adjustments | Class A Common Stock
Balance sheet as of February 8, 2021
Class A Common Stock Subject to Possible Redemption		(16,571,670)
Common Stock		$ 165

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash equivalents	$ 0
Unrecognized tax benefits		$ 0
Unrecognized tax benefits accrued for interest and penalties		$ 0
Effective tax rate (as a percent)	21.00%
Anti-dilutive securities attributable to warrants (in shares)	14,749,999
Federal Depository Insurance Coverage	$ 250,000

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per Common Share (Details)	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Numerator: Earnings allocable to Redeemable Ordinary Shares
Interest earned on marketable securities held in Trust Account	$ 1,085
Net loss	$ (1,628,037)
Class A Common Stock Subject to Redemption
Denominator: Weighted Average Class A common stock subject to possible redemption
Weighted average shares outstanding, basic and diluted | shares	26,747,733
Basic and diluted net loss per common share | $ / shares	$ 0
Class A Common Stock Not Subject to Redemption
Denominator: Weighted Average Class A common stock subject to possible redemption
Weighted average shares outstanding, basic and diluted | shares	7,915,868
Basic and diluted net loss per common share | $ / shares	$ (0.21)
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Ordinary Shares
Interest earned on marketable securities held in Trust Account	$ 1,085
Less: interest available to be withdrawn for payment of taxes	$ (1,085)
Denominator: Weighted Average Class A common stock subject to possible redemption
Weighted average shares outstanding, basic and diluted | shares	26,747,733
Basic and diluted net loss per common share | $ / shares	$ 0
Non-Redeemable Common Stock
Numerator: Earnings allocable to Redeemable Ordinary Shares
Net loss	$ (1,628,037)
Non-Redeemable Net Loss	$ (1,628,037)
Denominator: Weighted Average Class A common stock subject to possible redemption
Weighted average shares outstanding, basic and diluted | shares	7,915,868
Basic and diluted net loss per common share | $ / shares	$ (0.21)

PUBLIC OFFERING (Details)

PUBLIC OFFERING (Details) - $ / shares	Feb. 09, 2021	Feb. 08, 2021	Mar. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit			$ 10
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold	28,750,000	28,750,000
Purchase price, per unit		$ 10
Initial Public Offering | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit	1
Number of warrants in a unit	0.5
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	3,750,000	3,750,000
Purchase price, per unit	$ 10	$ 10

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details)	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price | $	$ 7,750,000
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued | shares	28,750,000
Price of warrants | $ / shares	$ 1.50
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued | shares	5,166,666
Price of warrants | $ / shares	$ 1.50
Aggregate purchase price | $	$ 7,750,000
Number of shares per warrant | shares	1
Exercise price of warrant | $ / shares	$ 11.50

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - Class B Common Stock	Oct. 12, 2020USD ($)D$ / sharesshares
Related Party Transaction [Line Items]
Number of shares issued | shares	7,187,500
Aggregate purchase price | $	$ 25,000
Shares subject to forfeiture | shares	937,500
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	20.00%
Restrictions on transfer period of time after business combination completion	1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares	$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D	20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D	30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences	150 days

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)	Feb. 10, 2021	Mar. 31, 2021	Feb. 08, 2021	Dec. 31, 2020	Oct. 01, 2020
Related Party Transaction [Line Items]
Promissory note - Related party				$ 160,000
Repayment of promissory note - related party		$ 160,000
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note					$ 300,000
Outstanding balance of related party note			$ 80,000
Repayment of promissory note - related party	$ 80,000
Related Party Loans
Related Party Transaction [Line Items]
Loan conversion agreement warrant		$ 2,000,000
Related Party Loans | Working capital loans warrant
Related Party Transaction [Line Items]
Price of warrant		$ 1.50

COMMITMENTS (Details)

COMMITMENTS (Details)	3 Months Ended
	Mar. 31, 2021USD ($)$ / shares	Feb. 03, 2021item
COMMITMENTS
Maximum number of demands for registration of securities | item		3
Deferred fee per unit | $ / shares	$ 0.35
Deferred underwriting fee payable | $	$ 5,750,000
Percentage Of Cash Fee Upon Gross Proceeds	3.5

STOCKHOLDERS' EQUITY - Preferre

STOCKHOLDERS' EQUITY - Preferred Stock (Details) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
STOCKHOLDERS' EQUITY
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

STOCKHOLDERS' EQUITY - Common S

STOCKHOLDERS' EQUITY - Common Stock (Details)	3 Months Ended
	Mar. 31, 2021Vote$ / sharesshares	Dec. 31, 2020$ / sharesshares
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	500,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001
Common shares, votes per share | Vote	1
Class A Common Stock Subject to Redemption
Class of Stock [Line Items]
Shares subject to possible redemption (in shares)	26,608,978	0
Class A Common Stock Not Subject to Redemption
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	100,000,000	100,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	2,141,022	0
Common shares, shares outstanding (in shares)	2,141,022	0
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	10,000,000	10,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	7,187,500	7,187,500
Common shares, shares outstanding (in shares)	7,187,500	7,187,500
Ratio to be applied to the stock in the conversion	20
Class B Common Subject To Redemption
Class of Stock [Line Items]
Shares subject to possible redemption (in shares)	0	0

WARRANTS (Details)

WARRANTS (Details)	Oct. 12, 2020	Mar. 31, 2021itemD$ / shares
WARRANTS
Maximum period after business combination in which to file registration statement		15 days
Period of time within which registration statement is expected to become effective		60 days
Class B Common Stock
WARRANTS
Restrictions on transfer period of time after business combination completion	1 year
Private Placement Warrants
WARRANTS
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination		30 days
Public Warrants
WARRANTS
Public Warrants exercisable term after the completion of a business combination		30 days
Public Warrants exercisable term from the closing of the initial public offering		12 months
Public Warrants expiration term		5 years
Share price trigger used to measure dilution of warrant		$ 9.20
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant		60
Trading period after business combination used to measure dilution of warrant | item		20
Warrant exercise price adjustment multiple		115
Warrant redemption price adjustment multiple		180
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
WARRANTS
Warrant redemption condition minimum share price		$ 18
Redemption price per public warrant (in dollars per share)		$ 0.01
Threshold trading days for redemption of public warrants | D		20
Threshold consecutive trading days for redemption of public warrants | D		30
Threshold number of business days before sending notice of redemption to warrant holders | item		3
Redemption period		30 days
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
WARRANTS
Warrant redemption condition minimum share price		$ 10
Redemption price per public warrant (in dollars per share)		$ 0.10
Minimum threshold written notice period for redemption of public warrants		30 days
Redemption period		30 days

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details)	Mar. 31, 2021USD ($)
Assets:
Cash and marketable securities held in Trust Account	$ 287,501,085
Liabilities:
Warranty liability	17,773,332
Public Warrants
Liabilities:
Warranty liability	5,889,999
Private Placement Warrants
Liabilities:
Warranty liability	11,883,333
Recurring
Assets:
Cash and marketable securities held in Trust Account	287,501,085
Recurring | Public Warrants
Liabilities:
Warranty liability	11,883,333
Recurring | Private Placement Warrants
Liabilities:
Warranty liability	5,889,999
Level 1 | Recurring
Assets:
Cash and marketable securities held in Trust Account	287,501,085
Level 1 | Recurring | Public Warrants
Liabilities:
Warranty liability	11,883,333
Level 3 | Recurring | Private Placement Warrants
Liabilities:
Warranty liability	$ 5,889,999

FAIR VALUE MEASUREMENTS - Fair

FAIR VALUE MEASUREMENTS - Fair Value Measurements Inputs (Details)	Mar. 31, 2021Y$ / shares	Feb. 08, 2021Y$ / shares
Risk-free interest rate | Public Warrants
FAIR VALUE MEASUREMENTS
Input		0.48
Risk-free interest rate | Private Placement Warrants
FAIR VALUE MEASUREMENTS
Input	0.92	0.48
Expected term (years) | Public Warrants
FAIR VALUE MEASUREMENTS
Input | Y		5
Expected term (years) | Private Placement Warrants
FAIR VALUE MEASUREMENTS
Input | Y	5	5
Expected volatility | Public Warrants
FAIR VALUE MEASUREMENTS
Input		21
Expected volatility | Private Placement Warrants
FAIR VALUE MEASUREMENTS
Input	22	21
Exercise price | Public Warrants
FAIR VALUE MEASUREMENTS
Input		11.50
Exercise price | Private Placement Warrants
FAIR VALUE MEASUREMENTS
Input	11.50	11.50
Stock Price | Public Warrants
FAIR VALUE MEASUREMENTS
Input		10
Stock Price | Private Placement Warrants
FAIR VALUE MEASUREMENTS
Input	9.70	10
Probability of completing a business combination | Public Warrants
FAIR VALUE MEASUREMENTS
Input		80
Probability of completing a business combination | Private Placement Warrants
FAIR VALUE MEASUREMENTS
Input	80	80

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details)	3 Months Ended
	Mar. 31, 2021USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value as of March 31, 2021	$ 17,773,332
Warrant Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Initial measurement on February 4, 2021	16,571,666
Change in valuation inputs or other assumptions	1,201,666
Fair value as of March 31, 2021	17,773,332
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Initial measurement on February 4, 2021	5,838,333
Change in valuation inputs or other assumptions	51,666
Fair value as of March 31, 2021	5,889,999
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Initial measurement on February 4, 2021	10,733,333
Change in valuation inputs or other assumptions	1,150,000
Fair value as of March 31, 2021	$ 11,883,333