Codere Online Luxembourg S.A 10-Q/A 27 Jan 22 2021 Q1 Quarterly report (amended) Financial data

Cover

Cover - shares	3 Months Ended
	Dec. 31, 2020	Feb. 16, 2021
Document Type	10-Q/A
Amendment Flag	true
Amendment Description	References throughout this Amendment No. 1 to the Quarterly Report on Form 10-Q/A to “we,” “us,” the “Company,” “our company” are to Codere Online U.S. Corp. (f/k/a DD3 Acquisition Corp. II), unless the context otherwise indicates. This Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form 10-Q/A amends and restates the Quarterly Report on Form 10-Q of the Company as of and for the quarter ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on February 16, 2021 (the “Original Filing”).
Document Period End Date	Dec. 31, 2020
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--09-30
Entity File Number	001-39767
Entity Registrant Name	CODERE ONLINE U.S. CORP.
Entity Central Index Key	0001828957
Entity Incorporation, State or Country Code	DE
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
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Common Class B [Member]
Entity Common Stock, Shares Outstanding		3,125,000
Common Class A [Member]
Entity Common Stock, Shares Outstanding		12,870,000

CONDENSED BALANCE SHEET (Unaudi

CONDENSED BALANCE SHEET (Unaudited)	Dec. 31, 2020USD ($)
Current assets
Cash	$ 743,292
Prepaid expenses and other current assets	53,367
Total Current Assets	796,659
Cash and marketable securities held in Trust Account	124,998,848
Total Assets	125,795,507
Current liabilities
Accrued expenses	85,264
Accrued offering costs	40,000
Total Current Liabilities	125,264
Warrant Liability	183,150
Total Liabilities	308,414
Commitments and contingencies
Class A common stock subject to possible redemption, 12,500,000 shares at redemption value	125,000,000
Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital
Retained earnings	486,744
Total Stockholders’ Equity	487,093
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	125,795,507
Common Class A [Member]
Stockholders’ Equity
Common stock value	37
Common Class B [Member]
Stockholders’ Equity
Common stock value	$ 312

CONDENSED BALANCE SHEET (Unau_2

CONDENSED BALANCE SHEET (Unaudited) (Parenthetical) - $ / shares	Dec. 31, 2020	Dec. 07, 2020
Temporary Equity, Shares Outstanding	12,500,000
Preferred stock, par value	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common Class A [Member]
Common stock, par value	$ 0.0001
Common stock, shares authorized	100,000,000
Common stock, shares issued	370,000
Common stock, shares outstanding	370,000
Common Class B [Member]
Common stock, par value	$ 0.0001
Common stock, shares authorized	10,000,000
Common stock, shares issued	3,125,000	3,162,500
Common stock, shares outstanding	3,125,000	3,162,500

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Dec. 31, 2020	Dec. 31, 2020
Income Statement [Abstract]
Formation and operating costs	$ 87,097	$ 87,097
Loss from operations	(87,097)	(87,097)
Other income:
Change in fair value of warrant liability	(74,000)	(74,000)
Transaction costs associated with warrant liability	(396)	(396)
Interest income on marketable securities held in Trust Account	4,847	4,847
Unrealized loss on marketable securities held in Trust Account	(5,999)	(5,999)
Other loss	(75,548)	(75,548)
Net loss	$ (162,645)	$ (162,645)
Weighted average shares outstanding of redeemable Class A common stock	2,989,130	2,989,130
Basic and diluted net income (loss) per share, redeemable Class A common stock	$ (0.03)	$ (0.03)
Weighted average shares outstanding of nonredeemable Class A and Class B common stock	2,569,457	2,569,457
Basic and diluted net income (loss) per share, nonredeemable Class A and Class B common stock	$ (0.03)	$ (0.03)

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - 3 months ended Dec. 31, 2020 - USD ($)		Class A Common Stock Subject to Possible Redemption	Class A Common Stock	Class B Common Stock		Additional Paid-in Capital	Retained Earnings	Total
Beginning balance, value at Sep. 29, 2020
Beginning balance, shares at Sep. 29, 2020
Issuance of Class B common stock to Sponsor	[1]			$ 316		$ 24,684		$ 25,000
Issuance of Class B common stock to Sponsor, shares				3,162,500	[1]
Sale of 12,500,000 Units		$ 120,757,490
Sale of Units, shares		12,500,000
Deemed capital contribution from issuance of private placement warrants			$ 37			3,699,963		3,700,000
Deemed capital contribution from issuance of private placement warrants, shares			370,000
Warrant liability						(109,150)		(109,150)
Forfeiture of Founder Shares				$ (4)		4
Forfeiture of Founder Shares, shares				(37,500)
Accretion of Class A common stock subject to possible redemption		$ 4,242,510				(3,615,501)	649,389	(2,966,112)
Net loss							(162,645)	(162,645)
Ending balance, value at Dec. 31, 2020		$ 125,000,000	$ 37	$ 312			$ 486,744	$ 487,093
Ending balance, shares at Dec. 31, 2020		12,500,000	370,000	3,125,000
[1]	On December 7, 2020, the Company effected a stock dividend of 287,500 shares with respect to the Class B common stock (see Note 6).

CONDENSED STATEMENTS OF CHANG_2

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) (Parenthetical)	3 Months Ended
	Dec. 31, 2020shares
Statement of Stockholders' Equity [Abstract]
Sale of units	12,500,000

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS (Unaudited)	3 Months Ended
	Dec. 31, 2020USD ($)
Cash Flows from Operating Activities:
Net loss	$ (162,645)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liability	74,000
Transaction costs associated with warrant liability	396
Interest earned on marketable securities held in Trust Account	(4,847)
Unrealized loss on marketable securities held in Trust Account	5,999
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(53,367)
Accrued expenses	85,264
Net cash used in operating activities	(55,200)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(125,000,000)
Net cash used in investing activities	(125,000,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to the Sponsor	25,000
Proceeds from sale of Units, net of underwriting discounts paid	122,500,000
Proceeds from sale of Private Units	3,700,000
Proceeds from promissory note – related party	105,747
Repayment of promissory note – related party	(105,747)
Payments of offering costs	(426,508)
Net cash provided by financing activities	125,798,492
Net Change in Cash	743,292
Cash – Beginning
Cash – Ending	743,292
Non-Cash Investing and Financing Activities:
Offering costs included in accrued offering costs	40,000
Initial classification of Class A common stock subject to possible redemption	$ 125,000,000

NOTE 1. DESCRIPTION OF ORGANIZA

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	3 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Codere Online U.S. Corp. (f/k/a DD3 Acquisition Corp. II) was incorporated in Delaware on September 30, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). On November 30, 2021 (the “Closing Date”), the merger of the Company and Codere Online U.S. Corp., a Delaware corporation (“Merger Sub”) was completed pursuant to the terms of the Business Combination Agreement, dated June 21, 2021 (the “Business Combination Agreement”), by and among the Company, Codere Newco, S.A.U., a corporation ( sociedad anónima unipersonal sociedad anónima unipersonal société anonyme The Company is not limited to a particular industry or geographic region for purposes of consummating a 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. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from September 30, 2020 (inception) through December 31, 2020 relates to the Company’s formation and its initial public offering (“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 in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statements for the Company’s Initial Public Offering were declared effective on December 7, 2020. On December 10, 2020, the Company consummated the Initial Public Offering of 12,500,000 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 partial exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Units, at $10.00 per Unit, generating gross proceeds of $125,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 370,000 units (each, a “Private Unit” and, collectively, the “Private Units”) at a price of $10.00 per Private Unit in a private placement to DD3 Sponsor Group, LLC (the “Sponsor”) and the Forward Purchase Investors (as defined in Note 5), generating gross proceeds of $3,700,000, which is described in Note 5. Transaction costs amounted to $2,966,508, consisting of $2,500,000 of underwriting fees and $466,508 of other offering costs. In addition, on December 10, 2020, cash of $743,292 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes. Following the closing of the Initial Public Offering on December 10, 2020, an amount of $125,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (the “Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of 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, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-transaction 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. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to convert 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 convert 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 conversion 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 immediately 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 Company’s Sponsor, initial stockholders, officers and directors have agreed to vote their Founder Shares (as defined in Note 6), Private 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 convert their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. If the Company seeks stockholder approval of a Business Combination and it does not conduct conversions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from converting its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Company’s Sponsor, initial stockholders, officers and directors have agreed (a) to waive their conversion rights with respect to any Founder Shares, Private Shares and Public Shares held by them in connection with the completion of a Business Combination or any amendment to the Amended and Restated Certificate of Incorporation prior thereto and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligations with respect to conversion rights as described in the Company’s final prospectus for its Initial Public Offering 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 convert their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares. The Company will have until December 10, 2022 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, 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 conversion 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. The Company’s Sponsor, initial stockholders, officers and directors have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Company’s Sponsor, initial stockholders, officers or directors 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. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party 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 the Company’s 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, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (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. Liquidity The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to a Business Combination. Moreover, the Company may need to obtain additional financing either to complete its Business Combination or because the Company become obligated to redeem a significant number of its Public Shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of a Business Combination. If the Company is unable to complete a Business Combination because it does not have sufficient funds available to it, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following a Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations. Based on management’s analysis, the Company believes that it will have sufficient working capital and borrowing capacity to meet its need through the earlier of the consummation of a Business Combination or one year from the date the financial statements are issued. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry 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.

NOTE 2. RESTATEMENT OF PREVIOUS

NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	3 Months Ended
	Dec. 31, 2020
Note 2. Restatement Of Previously Issued Financial Statements
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the Company’s financial statements as of September 30, 2021, Holdco and the Company have identified errors made in the Company’s historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its Class A common stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value, while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Holdco and the Company have determined that the Public Shares underlying the Units issued during the Initial Public Offering can be redeemed under circumstances outside the Company’s control. Therefore, Holdco and the Company have concluded that the redemption value should include all shares of Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, the Company has noted a reclassification error related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. In addition, as described in Note 2 to the Company’s quarterly report on Form 10-Q as of and for the quarter ended March 31, 2021, as filed with the SEC on June 15, 2021, the Company identified errors in the financial statements included in the Original Filing, where the Company accounted for its outstanding Private Warrants (as defined in Note 5) as components of equity instead of as derivative liabilities. The warrant agreement governing the Private Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC 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”). In consideration of the SEC Statement, the Company’s management reevaluated the Private 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 Warrants were 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. As a result of the above, the Company should have classified the Private Warrants as derivative liabilities in its previously issued financial statements included in the Original Filing. Under this accounting treatment, the Company is required to measure the fair value of the Private 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. The Company’s accounting for the Private 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 impact of the restatement on the Company’s financial statements is reflected in the following table. Schedule of restatement on each financial statements Balance Sheet as of December 31, 2020 (unaudited) As Previously Adjustment As Restated Warrant liability $ $ 183,150 $ 183,150 Class A common stock subject to possible redemption $ 120,670,238 $ 4,329,762 $ 125,000,000 Class A common stock $ 80 $ -43 ) $ 37 Additional paid-in capital $ 5,087,862 $ -5087862 ) $ Accumulated earnings (deficit) $ -88249 ) $ 574,993 $ 486,744 Total Stockholders’ Equity (Deficit) $ 5,000,005 $ -4512912 ) $ 487,093 Number of shares subject to redemption 12,067,135 432,865 12,500,000 Class A common stock issued and outstanding 802,865 -432865 ) 370,000 Statement of Operations for the Three Months Ended December 31, 2020 (unaudited) As Previously Adjustment As Restated Change in fair value of warrant liability $ -74000 ) -74000 ) Transaction costs associated with warrant liability $ -396 ) -396 ) Net loss $ -88249 ) $ -74396 ) $ -162645 ) Weighted average shares outstanding of redeemable Class A common stock 3,016,894 -27764 ) 2,989,130 Weighted average shares outstanding of nonredeemable Class A and Class B common stock 2,569,457 2,569,457 Basic and diluted net income (loss) per share, nonredeemable Class A and Class B common stock $ $ -0.03 ) $ -0.03 ) Statement of Cash Flows for the Three Months Ended December 31, 2020 (unaudited) As Previously Adjustment As Restated Net loss $ -88249 ) $ -74396 ) $ -162645 ) Change in fair value of warrant liability $ $ 74,000 $ 74,000 Transaction costs associated with warrant liability $ $ 396 $ 396 Initial classification of Class A common stock subject to possible redemption $ 120,757,490 4,242,510 125,000,000 Change in value of Class A common stock subject to possible redemption $ -87252 ) $ 87,252 $

NOTE 3. SUMMARY OF SIGNIFICANT

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 10 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 final prospectus for its Initial Public Offering as filed with the SEC on December 10, 2020, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on December 11, 2020 and December 16, 2020. The interim results for the three months ended December 31, 2020 and for the period from September 30, 2020 (inception) through December 31, 2020 are not necessarily indicative of the results to be expected for period ended September 30, 2021 or for any future periods. The Company had no activity for the period ended September 30, 2020 (inception). Accordingly, the condensed balance sheet as of September 30, 2020 is not presented. 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, 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 the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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 December 31, 2020. Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. Warrant Liabilities The Company accounts for the Private Warrants in accordance with the guidance contained in ASC 815-40, under which the Private Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Under ASC 815-40, the Company’s Private Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC 815-40 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. Accordingly, the Company classifies the Private Warrants as liabilities at their fair value and adjusts the Private Warrants to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The Private Warrants are valued using a binomial lattice model. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Shares of common stock subject to possible redemption at December 31, 2020, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering or the effect of warrants underlying the 370,000 Units sold in the private placement in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The Company’s statement of operations includes a presentation of net earnings (loss) per share of common stock subject to possible redemption and allocates the net income (loss) into the two classes of stock in calculating net earnings (loss) per common share, basic and diluted. For Class A redeemable common stock, net earnings (loss) per common share is calculated by dividing the net loss by the weighted average number of Class A common stock subject to possible redemption outstanding since original issuance. For Class B non-redeemable common stock, net earnings (loss) per common share is calculated by dividing the net loss by the weighted average number of Class B nonredeemable common stock outstanding for the period. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Schedule of basic and diluted net income loss per common share Three Months Ended For the Class A common stock subject to possible redemption Numerator: Earnings attributable to Class A common stock subject to possible redemption Net loss $ -87462 ) $ -87462 ) Net loss attributable to Class A common stock subject to possible redemption $ -87462 ) $ -84462 ) 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 2,989,130 2,989,130 Basic and diluted net loss per share, Class A common stock subject to possible redemption $ -0.03 ) $ -0.03 ) Non-Redeemable Class A and Class B common stock Numerator: Net loss minus net earnings Net loss $ -75183 ) $ -75183 ) Non-redeemable net loss $ -75183 ) $ -75183 ) Denominator: Weighted average non-redeemable Class A and Class B common stock Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock 2,569,457 2,569,457 Basic and diluted net loss per share, non-redeemable Class A and Class B common stock $ -0.03 ) $ -0.03 ) 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 has 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 Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheet, primarily due to their short-term nature, excluding the Private Warrants (see Note 10). 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.

NOTE 4. INITIAL PUBLIC OFFERING

NOTE 4. INITIAL PUBLIC OFFERING	3 Months Ended
	Dec. 31, 2020
Note 3. Initial Public Offering
INITIAL PUBLIC OFFERING	NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 12,500,000 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8).

NOTE 5. PRIVATE PLACEMENT (AS R

NOTE 5. PRIVATE PLACEMENT (AS RESTATED, SEE NOTE 2)	3 Months Ended
	Dec. 31, 2020
Note 4. Private Placement
PRIVATE PLACEMENT	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and the Forward Purchase Investors purchased an aggregate of 370,000 Private Units at a price of $10.00 per Private Unit, for an aggregate purchase price of $3,700,000, in a private placement. The Sponsor purchased an aggregate of 296,000 Private Units and Forward Purchase Investors purchased an aggregate of 74,000 Private Units. Each Private Unit consists of one share of Class A common stock (“Private Share”) and one-half of one redeemable warrant (“Private Warrant”). Each whole Private Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Private Units were added to the proceeds from the Initial Public Offering held in the Trust Account. The Private Units are identical to the Units sold in the Initial Public Offering, except as described in Note 8. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and underlying securities will be worthless. Certain funds affiliated with Baron Capital Group, Inc., which are members of the Sponsor, and MG Partners Multi-Strategy Fund LP (collectively, the “Forward Purchase Investors”) have entered into contingent forward purchase agreements with the Company as described in Note 7.

NOTE 6. RELATED PARTY TRANSACTI

NOTE 6. RELATED PARTY TRANSACTIONS	3 Months Ended
	Dec. 31, 2020
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On October 13, 2020, the Sponsor purchased 2,875,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. On December 7, 2020, the Company effected a stock dividend of 287,500 shares with respect to the Class B common stock, resulting in an aggregate of 3,162,500 Founder Shares issued and outstanding. All share and per-share amounts have been retroactively restated to reflect the stock dividend effectuated on December 7, 2020. The Founder Shares included an aggregate of up to 412,500 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the initial stockholders would own, on an as-converted basis, 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the Private Shares). As a result of the underwriters’ election to partially exercise their over-allotment option, a total of 375,000 Founder Shares are no longer subject to forfeiture and 37,500 Founder Shares were forfeited, resulting in an aggregate of 3,125,000 Founder Shares issued and outstanding. The Company’s Sponsor, initial stockholders, officers and directors have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of one year after the date of the consummation of a Business Combination and the date on which the closing price of the Class A common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period commencing 150 days after a Business Combination, or earlier if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Due from Sponsor As of December 10, 2020, the Company advanced the Sponsor an aggregate of $25,000, which is included in prepaid expenses in the accompanying condensed balance sheet. Administrative Services Agreement The Company entered into an agreement, commencing on December 7, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $10,000 per month for office space, utilities and administrative support. For each of the three months ended December 31, 2020 and for the period from September 30, 2020 (inception) through December 31, 2020, the Company incurred $10,000 in fees for these services, which is included in accrued expenses in the accompanying condensed balance sheet. Promissory Note — Related Party On October 13, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $150,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) March 31, 2021 or (ii) the consummation of the Initial Public Offering. The outstanding balance under the Promissory Note of $105,747 was repaid at the closing of the Initial Public Offering on December 10, 2020. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of 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 $1,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Units.

NOTE 7. COMMITMENTS

NOTE 7. COMMITMENTS	3 Months Ended
	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS	NOTE 7. COMMITMENTS Registration Rights Agreement Pursuant to a registration rights agreement entered into on December 7, 2020, the holders of the Founder Shares, Private Units, Private Shares, Private Warrants, the units that may be issued upon conversion of Working Capital Loans, the shares of Class A common stock and the warrants issued as part of such units (and any shares of Class A common stock issuable upon the exercise of the Private Warrants and warrants included as part of the units that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the Founder Shares are to be released from escrow. The holders of a majority of the Private Units and units issued to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of Working Capital Loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering such securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $2,500,000 in the aggregate, payable upon the closing of the Initial Public Offering. 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 shareholders 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 (exclusive of any applicable finders’ fees which might become payable). Forward Purchase Agreements The Forward Purchase Investors entered into contingent forward purchase agreements with the Company as of November 17, 2020 and November 19, 2020, which provide for the purchase by the Forward Purchase Investors of an aggregate of up to 5,000,000 shares of Class A common stock, at a price of $10.00 per share, for total gross proceeds of up to $50,000,000. These shares would be purchased in a private placement to close simultaneously with the consummation of the Company’s Business Combination. These issuances would be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

NOTE 8. STOCKHOLDERS_ EQUITY (A

NOTE 8. STOCKHOLDERS’ EQUITY (AS RESTATED, SEE NOTE 2)	3 Months Ended
	Dec. 31, 2020
Equity [Abstract]
STOCKHOLDERS' EQUITY	NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock — Only holders of Class B common stock have the right to vote on the election of directors prior to a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of 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 the completion of the Initial Public Offering (not including the shares of Class A common stock underlying the Private Units) 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 additional units issued to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of Working Capital Loans made to the Company). The Company cannot determine at this time whether a majority of the holders of the Class B common stock at the time of any future issuance would agree to waive such adjustment to the conversion ratio.

NOTE 9. WARRANTS (AS RESTATED,

NOTE 9. WARRANTS (AS RESTATED, SEE NOTE 2)	3 Months Ended
	Dec. 31, 2020
Note 9. 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) December 10, 2021. The Public Warrants will expire five years after the consummation of a Business Combination or earlier upon redemption or liquidation. The Company may redeem the Public Warrants (excluding the Private Warrants and any warrants underlying units issued upon conversion of the Working Capital Loans): ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time after the warrants become exercisable; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; ● 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 and recapitalizations), for any 20 trading days within a 30 trading day commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying the warrants. 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. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the 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 warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. 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 Sponsor, initial stockholders or their affiliates, without taking into account any Founder Shares held by the Sponsor, initial stockholders or their 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 Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price of the warrants will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price. The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the shares of Class A common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private 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 Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

NOTE 10. FAIR VALUE MEASUREMENT

NOTE 10. FAIR VALUE MEASUREMENTS (AS RESTATED, SEE NOTE 2)	3 Months Ended
	Dec. 31, 2020
Fair Value Disclosures [Abstract]
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 the Company’s 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 December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of fair value on a recurring basis Description Level December 31, Assets: Marketable securities held in Trust Account 1 $ 124,998,848 Liabilities: Warrant Liability – Private Warrants (As Restated, See Note 2) 3 $ 183,150 The Private Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the accompanying condensed balance sheet. The Private Warrants are measured at fair value at inception and on a recurring basis, with changes in fair value presented in the condensed statement of operations. The Private Warrants were valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value is the expected volatility of the common stock. The expected volatility as of the valuation dates was implied from the Company’s own Public Warrant pricing. The following table presents the quantitative information regarding Level 3 fair value measurements of the warrant liability as of December 31, 2020: Schedule of quantitative information Risk-free interest rate % Effective expiration date Dividend yield % Expected volatility % Exercise price $ 11.50 One-touch hurdle $ 18.14 Unit Price $ 10.01 The following table presents the changes in the fair value of Private Warrants: Schedule of changes in the fair value of Private Warrants Fair value as of September 30, 2020 (inception) $ Initial classification on December 10, 2020 (As Restated, See Note 2) 109,150 Change in fair value (As Restated, See Note 2) 74,000 Fair value as of December 31, 2020 (As Restated, See Note 2) 183,150 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the three months ended December 31, 2020.

NOTE 11. SUBSEQUENT EVENTS

NOTE 11. SUBSEQUENT EVENTS	3 Months Ended
	Dec. 31, 2020
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

NOTE 3. SUMMARY OF SIGNIFICAN_2

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
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 10 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 final prospectus for its Initial Public Offering as filed with the SEC on December 10, 2020, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on December 11, 2020 and December 16, 2020. The interim results for the three months ended December 31, 2020 and for the period from September 30, 2020 (inception) through December 31, 2020 are not necessarily indicative of the results to be expected for period ended September 30, 2021 or for any future periods. The Company had no activity for the period ended September 30, 2020 (inception). Accordingly, the condensed balance sheet as of September 30, 2020 is not presented.
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, 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 the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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 December 31, 2020.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills.
Class A Common Stock Subject to Possible Redemption (As Restated, See Note 2)	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 December 31, 2020, 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 condensed balance sheet.
Warrant Liabilities (As Restated, See Note 2)	Warrant Liabilities The Company accounts for the Private Warrants in accordance with the guidance contained in ASC 815-40, under which the Private Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Under ASC 815-40, the Company’s Private Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC 815-40 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. Accordingly, the Company classifies the Private Warrants as liabilities at their fair value and adjusts the Private Warrants to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The Private Warrants are valued using a binomial lattice model.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Loss Per Common Share (As Restated, See Note 2)	Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Shares of common stock subject to possible redemption at December 31, 2020, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering or the effect of warrants underlying the 370,000 Units sold in the private placement in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The Company’s statement of operations includes a presentation of net earnings (loss) per share of common stock subject to possible redemption and allocates the net income (loss) into the two classes of stock in calculating net earnings (loss) per common share, basic and diluted. For Class A redeemable common stock, net earnings (loss) per common share is calculated by dividing the net loss by the weighted average number of Class A common stock subject to possible redemption outstanding since original issuance. For Class B non-redeemable common stock, net earnings (loss) per common share is calculated by dividing the net loss by the weighted average number of Class B nonredeemable common stock outstanding for the period. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Schedule of basic and diluted net income loss per common share Three Months Ended For the Class A common stock subject to possible redemption Numerator: Earnings attributable to Class A common stock subject to possible redemption Net loss $ -87462 ) $ -87462 ) Net loss attributable to Class A common stock subject to possible redemption $ -87462 ) $ -84462 ) 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 2,989,130 2,989,130 Basic and diluted net loss per share, Class A common stock subject to possible redemption $ -0.03 ) $ -0.03 ) Non-Redeemable Class A and Class B common stock Numerator: Net loss minus net earnings Net loss $ -75183 ) $ -75183 ) Non-redeemable net loss $ -75183 ) $ -75183 ) Denominator: Weighted average non-redeemable Class A and Class B common stock Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock 2,569,457 2,569,457 Basic and diluted net loss per share, non-redeemable Class A and Class B common stock $ -0.03 ) $ -0.03 )
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 has not experienced losses on this account.
Fair Value of Financial Instruments (As Restated, See Note 2)	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheet, primarily due to their short-term nature, excluding the Private Warrants (see Note 10).
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.

NOTE 2. RESTATEMENT OF PREVIO_2

NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)	3 Months Ended
	Dec. 31, 2020
Note 2. Restatement Of Previously Issued Financial Statements
Schedule of condensed Financial Statements [Table Text Block]	Schedule of restatement on each financial statements Balance Sheet as of December 31, 2020 (unaudited) As Previously Adjustment As Restated Warrant liability $ — $ 183,150 $ 183,150 Class A common stock subject to possible redemption $ 120,670,238 $ 4,329,762 $ 125,000,000 Class A common stock $ 80 $ (43 ) $ 37 Additional paid-in capital $ 5,087,862 $ (5,087,862 ) $ — Accumulated earnings (deficit) $ (88,249 ) $ 574,993 $ 486,744 Total Stockholders’ Equity (Deficit) $ 5,000,005 $ (4,512,912 ) $ 487,093 Number of shares subject to redemption 12,067,135 432,865 12,500,000 Class A common stock issued and outstanding 802,865 (432,865 ) 370,000 Statement of Operations for the Three Months Ended December 31, 2020 (unaudited) As Previously Adjustment As Restated Change in fair value of warrant liability $ — (74,000 ) (74,000 ) Transaction costs associated with warrant liability $ — (396 ) (396 ) Net loss $ (88,249 ) $ (74,396 ) $ (162,645 ) Weighted average shares outstanding of redeemable Class A common stock 3,016,894 (27,764 ) 2,989,130 Weighted average shares outstanding of nonredeemable Class A and Class B common stock — 2,569,457 2,569,457 Basic and diluted net income (loss) per share, nonredeemable Class A and Class B common stock $ — $ (0.03 ) $ (0.03 ) Statement of Cash Flows for the Three Months Ended December 31, 2020 (unaudited) As Previously Adjustment As Restated Net loss $ (88,249 ) $ (74,396 ) $ (162,645 ) Change in fair value of warrant liability $ — $ 74,000 $ 74,000 Transaction costs associated with warrant liability $ — $ 396 $ 396 Initial classification of Class A common stock subject to possible redemption $ 120,757,490 4,242,510 125,000,000 Change in value of Class A common stock subject to possible redemption $ (87,252 ) $ 87,252 $ —

NOTE 3. SUMMARY OF SIGNIFICAN_3

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Schedule of basic and diluted net income loss per common share	Schedule of basic and diluted net income loss per common share Three Months Ended For the Class A common stock subject to possible redemption Numerator: Earnings attributable to Class A common stock subject to possible redemption Net loss $ -87462 ) $ -87462 ) Net loss attributable to Class A common stock subject to possible redemption $ -87462 ) $ -84462 ) 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 2,989,130 2,989,130 Basic and diluted net loss per share, Class A common stock subject to possible redemption $ -0.03 ) $ -0.03 ) Non-Redeemable Class A and Class B common stock Numerator: Net loss minus net earnings Net loss $ -75183 ) $ -75183 ) Non-redeemable net loss $ -75183 ) $ -75183 ) Denominator: Weighted average non-redeemable Class A and Class B common stock Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock 2,569,457 2,569,457 Basic and diluted net loss per share, non-redeemable Class A and Class B common stock $ -0.03 ) $ -0.03 )

NOTE 10. FAIR VALUE MEASUREME_2

NOTE 10. FAIR VALUE MEASUREMENTS (AS RESTATED, SEE NOTE 2) (Tables)	3 Months Ended
	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Schedule of fair value on a recurring basis	Schedule of fair value on a recurring basis Description Level December 31, Assets: Marketable securities held in Trust Account 1 $ 124,998,848 Liabilities: Warrant Liability – Private Warrants (As Restated, See Note 2) 3 $ 183,150
Schedule of quantitative information	Schedule of quantitative information Risk-free interest rate % Effective expiration date Dividend yield % Expected volatility % Exercise price $ 11.50 One-touch hurdle $ 18.14 Unit Price $ 10.01
Schedule of changes in the fair value of Private Warrants	Schedule of changes in the fair value of Private Warrants Fair value as of September 30, 2020 (inception) $ Initial classification on December 10, 2020 (As Restated, See Note 2) 109,150 Change in fair value (As Restated, See Note 2) 74,000 Fair value as of December 31, 2020 (As Restated, See Note 2) 183,150

NOTE 1. DESCRIPTION OF ORGANI_2

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($)		Oct. 13, 2020	Oct. 10, 2020	Dec. 31, 2020
Stock Issued During Period, Value, New Issues	[1]			$ 25,000
Transaction Costs			$ 2,966,508
Underwriting Fees			2,500,000
Other Offering Costs			466,508
Cash Held Outside Trust Account			743,292
Business Combination tangible assets			$ 5,000,001
Underwriter [Member] | Common Class A [Member] | IPO [Member]
Stock Issued During Period, Shares, New Issues			12,500,000
Share Price			$ 10
Proceeds from Issuance Initial Public Offering			$ 125,000,000
Underwriter [Member] | Common Class A [Member] | Over-Allotment Option [Member]
Stock Issued During Period, Shares, New Issues			1,500,000
Share Price			$ 10
Stock Issued During Period, Value, New Issues			$ 15,000,000
Forward Purchase Investors [Member] | Private Placement [Member]
Sale of Stock, Number of Shares Issued in Transaction			74,000
Sponsor [Member] | Private Placement [Member]
Sale of Stock, Number of Shares Issued in Transaction			296,000
Sponsor [Member] | Common Class B [Member]
Stock Issued During Period, Shares, New Issues		2,875,000
Stock Issued During Period, Value, New Issues		$ 25,000
DD3 Sponsor Group [Member] | Private Placement [Member]
Sale of Stock, Number of Shares Issued in Transaction			370,000
Sale of Stock, Price Per Share			$ 10
Sale of Stock, Consideration Received on Transaction			$ 3,700,000
[1]	On December 7, 2020, the Company effected a stock dividend of 287,500 shares with respect to the Class B common stock (see Note 6).

NOTE 2. RESTATEMENT OF PREVIO_3

NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details)	3 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares	Dec. 31, 2020USD ($)$ / sharesshares
Warrant liability	$ 183,150	$ 183,150
Additional paid-in capital
Accumulated deficit	486,744	486,744
Stockholders' Equity Attributable to Parent	487,093	487,093
Transaction costs associated with warrant liability	396	396
Net loss	$ (162,645)	$ (162,645)
Weighted average shares outstanding of redeemable Class A common stock | shares	2,989,130	2,989,130
Weighted average shares outstanding of nonredeemable Class A and Class B common stock | shares	2,569,457	2,569,457
Basic and diluted net income (loss) per share, nonredeemable Class A and Class B common stock | $ / shares	$ (0.03)	$ (0.03)
Net loss	$ (162,645)
Change in fair value of warrant liability	74,000	$ 74,000
Initial classification of Class A common stock subject to possible redemption	125,000,000
Previously Reported [Member]
Warrant liability
Class A common stock subject to possible redemption	120,670,238	120,670,238
Class A common stock	80	80
Additional paid-in capital	5,087,862	5,087,862
Accumulated deficit	(88,249)	(88,249)
Stockholders' Equity Attributable to Parent	$ 5,000,005	$ 5,000,005
Number of shares subject to redemption | shares	12,067,135	12,067,135
Class A common stock issued and outstanding | shares	802,865	802,865
Change in fair value of warrant liability
Transaction costs associated with warrant liability
Net loss		$ (88,249)
Weighted average shares outstanding of redeemable Class A common stock | shares		3,016,894
Weighted average shares outstanding of nonredeemable Class A and Class B common stock | shares
Basic and diluted net income (loss) per share, nonredeemable Class A and Class B common stock | $ / shares
Net loss		$ (88,249)
Change in fair value of warrant liability
Transaction costs associated with warrant liability
Initial classification of Class A common stock subject to possible redemption		120,757,490
Change in value of Class A common stock subject to possible redemption		(87,252)
Revision of Prior Period, Adjustment [Member]
Warrant liability	$ 183,150	183,150
Class A common stock subject to possible redemption	4,329,762	4,329,762
Class A common stock	(43)	(43)
Additional paid-in capital	(5,087,862)	(5,087,862)
Accumulated deficit	574,993	574,993
Stockholders' Equity Attributable to Parent	$ (4,512,912)	$ (4,512,912)
Number of shares subject to redemption | shares	432,865	432,865
Class A common stock issued and outstanding | shares	(432,865)	(432,865)
Change in fair value of warrant liability		$ (74,000)
Transaction costs associated with warrant liability		(396)
Net loss		$ (74,396)
Weighted average shares outstanding of redeemable Class A common stock | shares		(27,764)
Weighted average shares outstanding of nonredeemable Class A and Class B common stock | shares		2,569,457
Basic and diluted net income (loss) per share, nonredeemable Class A and Class B common stock | $ / shares		$ (0.03)
Net loss		$ (74,396)
Change in fair value of warrant liability		74,000
Transaction costs associated with warrant liability		396
Initial classification of Class A common stock subject to possible redemption		4,242,510
Change in value of Class A common stock subject to possible redemption		87,252
As Restated [Member]
Warrant liability	$ 183,150	183,150
Class A common stock subject to possible redemption	125,000,000	125,000,000
Class A common stock	37	37
Additional paid-in capital
Accumulated deficit	486,744	486,744
Stockholders' Equity Attributable to Parent	$ 487,093	$ 487,093
Number of shares subject to redemption | shares	12,500,000	12,500,000
Class A common stock issued and outstanding | shares	370,000	370,000
Change in fair value of warrant liability		$ (74,000)
Transaction costs associated with warrant liability		(396)
Net loss		$ (162,645)
Weighted average shares outstanding of redeemable Class A common stock | shares		2,989,130
Weighted average shares outstanding of nonredeemable Class A and Class B common stock | shares		2,569,457
Basic and diluted net income (loss) per share, nonredeemable Class A and Class B common stock | $ / shares		$ (0.03)
Net loss		$ (162,645)
Change in fair value of warrant liability		74,000
Transaction costs associated with warrant liability		396
Initial classification of Class A common stock subject to possible redemption		125,000,000
Change in value of Class A common stock subject to possible redemption

NOTE 2. RESTATEMENT OF PREVIO_4

NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details Narrative)	Dec. 31, 2020USD ($)
Note 2. Restatement Of Previously Issued Financial Statements
Net tangible assets	$ 5,000,001

NOTE 3. SUMMARY OF SIGNIFICAN_4

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended
	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Basic and diluted net loss per share, Class A common stock subject to possible redemption	$ (0.03)	$ (0.03)
Redeemable [Member]
Net loss		$ (87,462)	$ (87,462)
Net loss attributable to Class A common stock subject to possible redemption		$ (87,462)	$ (84,462)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		2,989,130	2,989,130
Basic and diluted net loss per share, Class A common stock subject to possible redemption		$ (0.03)	$ (0.03)
Non Redeemable [Member]
Net loss		$ (75,183)	$ (75,183)
Non-redeemable net loss		$ (75,183)	$ (75,183)
Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock		2,569,457	2,569,457
Basic and diluted net loss per share, non-redeemable Class A and Class B common stock		$ (0.03)	$ (0.03)

NOTE 3. SUMMARY OF SIGNIFICAN_5

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	3 Months Ended
	Dec. 31, 2020USD ($)
FDIC insured amount	$ 250,000
Private Placement [Member]
Sale of warrants	$ 370,000

NOTE 4. INITIAL PUBLIC OFFERI_2

NOTE 4. INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)	Oct. 13, 2020	Oct. 10, 2020
Underwriter [Member] | Common Class A [Member] | Over-Allotment Option [Member]
Stock Issued During Period, Shares, New Issues		1,500,000
Share Price		$ 10
Underwriter [Member] | Common Class A [Member] | IPO [Member]
Stock Issued During Period, Shares, New Issues		12,500,000
Share Price		$ 10
Proceeds from Issuance Initial Public Offering		$ 125,000,000
Sponsor [Member] | Common Class B [Member]
Stock Issued During Period, Shares, New Issues	2,875,000

NOTE 5. PRIVATE PLACEMENT (AS_2

NOTE 5. PRIVATE PLACEMENT (AS RESTATED, SEE NOTE 2) (Details Narrative) - Private Placement [Member]	Oct. 10, 2020USD ($)$ / sharesshares
Sponsor [Member]
Sale of Stock, Number of Shares Issued in Transaction	296,000
Forward Purchase Investors [Member]
Sale of Stock, Number of Shares Issued in Transaction	74,000
DD3 Sponsor Group [Member]
Sale of Stock, Number of Shares Issued in Transaction	370,000
Sale of Stock, Price Per Share | $ / shares	$ 10
Sale of Stock, Consideration Received on Transaction | $	$ 3,700,000
Warrant exercise price | $ / shares	$ 11.50

NOTE 6. RELATED PARTY TRANSAC_2

NOTE 6. RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)		Oct. 13, 2020	Oct. 10, 2020	Oct. 20, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 10, 2020	Dec. 07, 2020
Stock Issued During Period, Value, New Issues	[1]				$ 25,000
General and administrative expense					10,000	$ 10,000
Repayment of promissory note - related party					(105,747)
Working Capital Loans					$ 1,500,000	$ 1,500,000
Conversion Price					$ 10	$ 10
Common Class B [Member]
Stock dividend								287,500
Common stock, shares issued					3,125,000	3,125,000		3,162,500
Common stock, shares outstanding					3,125,000	3,125,000		3,162,500
Shares forfeited					37,500	37,500
Common Class A [Member]
Common stock, shares issued					370,000	370,000
Common stock, shares outstanding					370,000	370,000
Sponsor [Member]
Due from related party							$ 25,000
Sponsor [Member] | Common Class B [Member]
Stock Issued During Period, Shares, New Issues		2,875,000
Stock Issued During Period, Value, New Issues		$ 25,000
Founder Shares [Member]
General and administrative expense				$ 10,000
Unsecured Promissory Note [Member] | Sponsor [Member]
Principal amount		$ 150,000
Repayment of promissory note - related party			$ (103,747)
[1]	On December 7, 2020, the Company effected a stock dividend of 287,500 shares with respect to the Class B common stock (see Note 6).

NOTE 7. COMMITMENTS (Details Na

NOTE 7. COMMITMENTS (Details Narrative) - USD ($)	Nov. 19, 2020	Dec. 31, 2020
Underwriting cash discount		$ 2,500,000
Forward Purchase Investors [Member] | Forward Purchase Agreement[Member]
Stock Issued During Period, Shares, New Issues	5,000,000
Proceeds from Issuance Initial Public Offering	$ 50,000,000

NOTE 8. STOCKHOLDERS_ EQUITY _2

NOTE 8. STOCKHOLDERS’ EQUITY (AS RESTATED, SEE NOTE 2) (Details Narrative) - $ / shares	Dec. 31, 2020	Dec. 07, 2020
Preferred stock, par value	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Temporary Equity, Shares Outstanding	12,500,000
Exercise Price of Warrants	$ 0.01
Common Class A [Member]
Common stock, par value	$ 0.0001
Common stock, shares authorized	100,000,000
Common stock, shares issued	370,000
Common stock, shares outstanding	370,000
Common Class B [Member]
Common stock, par value	$ 0.0001
Common stock, shares authorized	10,000,000
Common stock, shares issued	3,125,000	3,162,500
Common stock, shares outstanding	3,125,000	3,162,500

NOTE 9. WARRANTS (AS RESTATED_2

NOTE 9. WARRANTS (AS RESTATED, SEE NOTE 2) (Details Narrative)	3 Months Ended
	Dec. 31, 2020$ / shares
Business combination issue, price per share	$ 9.20
Aggregate gross proceeds	60.00%
Exercise price of warrants	115.00%
Redemption trigger price of warrants, per share	$ 18
Insurance Contracts Acquired in Business Combination [Member]
Business combination issue, price per share	$ 9.20

NOTE 10. FAIR VALUE MEASUREME_3

NOTE 10. FAIR VALUE MEASUREMENTS (AS RESTATED, SEE NOTE 2) (Details)	Dec. 31, 2020USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in Trust Account	$ 124,998,848
Warrant Liability	183,150
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in Trust Account	124,998,848
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Liability	$ 183,150

NOTE 10. FAIR VALUE MEASUREME_4

NOTE 10. FAIR VALUE MEASUREMENTS (AS RESTATED, SEE NOTE 2) (Details 1)	3 Months Ended
	Dec. 31, 2020$ / shares
Fair Value Disclosures [Abstract]
Risk-free interest rate	0.41%
Effective expiration date	Apr. 25, 2026
Dividend yield	0.00%
Expected volatility	15.80%
Exercise price	$ 11.50
One-touch hurdle	18.14
Unit Price	$ 10.01

NOTE 10. FAIR VALUE MEASUREME_5

NOTE 10. FAIR VALUE MEASUREMENTS (AS RESTATED, SEE NOTE 2) (Details 2) - Private Placement [Member]	3 Months Ended
	Dec. 31, 2020USD ($)
Subsidiary, Sale of Stock [Line Items]
Fair value as of September 30, 2020
Initial classification on December 10, 2020	109,150
Change in fair value	74,000
Fair value as of December 31, 2020	$ 183,150