Goal Acquisitions (PUCK) 10-Q 27 May 21 2021 Q1 Quarterly report Financial data

Document Entity Information

Document Entity Information - shares	3 Months Ended
	Mar. 31, 2021	May 14, 2021
Cover [Abstract]
Entity Registrant Name	Goal Acquisitions Corp.
Entity Central Index Key	0001836100
Document Type	10-Q
Document Period End Date	Mar. 31, 2021
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		33,161,250
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2021

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 235,783	$ 27,983
Prepaid expenses	882,865
Deferred offering costs		234,702
Total current assets	1,118,648	262,685
Cash Held in Trust account	258,757,532
Total assets	259,876,180	262,685
Current liabilities:
Accounts payable and accrued expenses		132,760
Sponsor loans	175,551	106,051
Total current liabilities	175,551	238,811
Warrant Liabilities	311,776
Total liabilities	487,327	238,811
Commitments and contingencies
Common stock subject to possible redemption, 25,438,884 shares at redemption value	254,388,844
Stockholders' equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock, $0.0001 par value; 100,000,000 shares authorized; 7,722,366 shares and 6,468,750 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively	773	647
Additional paid-in capital	4,698,019	24,353
Retained earnings/(Accumulated deficit)	301,217	(1,126)
Total stockholders' equity	5,000,009	23,874
Total liabilities and stockholders' equity	$ 259,876,180	$ 262,685

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Common stock subject to possible redemption, shares	25,438,884
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	7,722,366	6,468,750
Common stock, shares outstanding	7,722,366	6,468,750

Condensed Statement of Operatio

Condensed Statement of Operations (Unaudited)	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Income Statement [Abstract]
Operating costs	$ 60,060
Loss from operations	(60,060)
Other Income
Interest income	7,536
Change in fair value of warrant liabilities	354,867
Total other income	362,403
Net income	$ 302,343
Weighted average shares outstanding, Common stock subject to possible redemption | shares	12,421,714
Basic and diluted net income per share, Common stock subject to possible redemption | shares	0
Weighted average shares outstanding, Non-redeemable common stock | shares	7,096,703
Basic and diluted net income per share, Non-redeemable common stock | $ / shares	$ 0.04

Condensed Statement of Changes

Condensed Statement of Changes in Stockholders' Equity (Unaudited) - 3 months ended Mar. 31, 2021 - USD ($)	Common Stock [Member]	Paid in Capital [Member]	(Accumulated Deficit)/Retained Earnings [Member]	Total
Balance at Dec. 31, 2020	$ 647	$ 24,353	$ (1,126)	$ 23,874
Balance, shares at Dec. 31, 2020	6,468,750
Sale of Units in Initial Public Offering	$ 2,588	258,747,412		258,750,000
Sale of Units in Initial Public Offering, shares	25,875,000
Sale of private units, net of initial fair value of private warrants	$ 67	6,008,290		$ 6,008,357
Sale of private units, net of initial fair value of private warrants, shares	667,500			667,500
Underwriters' discount		(5,175,000)		$ (5,175,000)
Issuance of representative shares	$ 15	(15)
Issuance of representative shares,shares	150,000
Other offering cost		(520,720)		(520,721)
Common stock subject to possible redemption	$ (2,544)	(254,386,300)		$ (254,388,844)
Common stock subject to possible redemption, shares	(25,438,884)			25,438,885
Net loss			302,343	$ 302,343
Balance at Mar. 31, 2021	$ 773	$ 4,698,020	$ 301,217	$ 5,000,009
Balance, shares at Mar. 31, 2021	7,722,366

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows (Unaudited)	3 Months Ended
	Mar. 31, 2021USD ($)
Cash Flows from Operating Activities:
Net income	$ 302,343
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on trust account	(7,532)
Change in fair value of warrant liabilities	(354,867)
Changes in current assets and current liabilities:
Prepaid assets	(882,865)
Net cash used in operating activities	(942,921)
Cash Flows from Investing Activities:
Investment of cash into trust account	(258,750,000)
Net cash used in investing activities	(258,750,000)
Cash Flows from Financing Activities:
Proceeds from Initial Public Offering, net of underwriters' discount	253,575,000
Proceeds from issuance of Private Placement Warrants	6,675,000
Proceeds from promissory note to related party	69,500
Payments of offering costs	(418,779)
Net cash provided by financing activities	259,900,721
Net Change in Cash	207,800
Cash - Beginning	27,983
Cash - Ending	235,783
Supplemental Disclosure of Non-cash Financing Activities:
Initial value of common stock subject to possible redemption	254,080,510
Initial value of warrant liabilities	666,643
Change in value of common stock subject to possible redemption	$ 308,334

Organization and Business Opera

Organization and Business Operations	3 Months Ended
	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Operations	Note 1 — Organization and Business Operations Organization and General Goal Acquisitions Corp. (the “Company”) was incorporated in Delaware on October 26, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company intends to focus on businesses that service the sports industry. The Company is in an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2021, the Company had not yet commenced any operations. All activity from October 26, 2020 (inception) through March 31, 2021, relates to the Company’s formation and the Initial Public Offering (“IPO”) 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 on cash and cash equivalents from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. Financing The registration statement for the Company’s IPO was declared effective on February 10, 2021 (the “Effective Date”). On February 16, 2021, the Company consummated the IPO of 22,500,000 units (the “Units” and, with respect to the common stock included in the Units being offered, the “public share”), at $10.00 per Unit, generating gross proceeds of $225,000,000. Simultaneously with the closing of the IPO, the Company consummated the sale of 600,000 units (the “Private Units”), at a price of $10.00 per Private Unit to the Sponsor, generating total gross proceeds of $6,000,000. The Company granted the underwriters in the IPO a 45-day option to purchase up to 3,375,000 additional Units to cover over-allotments, if any. On February 24, 2021, the underwriters exercised the over-allotment option in full, and the closing of the issuance and sale of the additional 3,375,000 Units (the “Over-Allotment Units. The issuance by the Company of the Over-Allotment Units at a price of $10.00 per unit resulted in total gross proceeds of $33,750,000. On February 24, 2021, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of an additional 67,500 Private Units (the “Over-Allotment Private Units” and, together with the IPO Private Placement, the “Private Placements”), generating gross proceeds of $675,000. Transaction costs amounted to $5,695,721 consisting of $5,175,000 of underwriting discount, and $520,721 of other offering costs. Trust Account Following the closing of the IPO on February 16, 2021 and the underwriters’ full exercise of the over-allotment option on February 24, 2021, $258,750,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO, the sale of Over-allotment Units, and the sale of the Private Units was placed in a Trust Account, which will be held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 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. Initial Business Combination The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the IPO in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the then outstanding shares of common stock present and entitled to vote at the meeting to approve the Business Combination are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (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 containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions 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 redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors will agree (a) to waive redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination 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 obligation to allow redemption in connection with the Company’s initial Business Combination and certain amendments to the Amended and Restated Certificate of Incorporation or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until 24 months from the closing of the IPO to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period and stockholders do not approve an amendment to the Amended and Restated Certificate of Incorporation to extend this date, 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 (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, 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 the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The holders of the Founder Shares will agree to waive liquidation distributions with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor will agree to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser 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 trust assets, in each case net of the interest which may be withdrawn to pay the Company’s tax obligation and up to $100,000 for liquidation excepts, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (even if such waiver is deemed to be unenforceable) and except as to any claims under the Company’s indemnity of the underwriters of IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn.

Correction of An Error In Previ

Correction of An Error In Previously Furnished Financial Statement	3 Months Ended
	Mar. 31, 2021
Accounting Changes and Error Corrections [Abstract]
Correction of An Error In Previously Furnished Financial Statement	Note 2 – Correction of An Error In Previously Furnished Financial Statement On April 12, 2021, the Staff of the SEC issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”).” In the statement, the SEC Staff, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as the Company. As a result of the Staff statement and in light of evolving views as to certain provisions commonly included in warrants issued by special purpose acquisition companies, the Company re-evaluated the accounting for the Private Placement Warrants, collectively (“Warrants”) under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity The following summarizes the effect of the revision on each financial statement line item as of February 16, 2021: As of February 16, 2021 As Reported Adjustment As Adjusted Balance Sheet Warrant Liabilities $ - $ 599,230 $ 599,230 Total liabilities $ 1,741,541 $ 599,230 $ 2,340,771 Common stock subject to possible redemption $ 220,997,150 $ (599,230 ) $ 220,397,920 Common Stock $ 762 $ 6 $ 768 Additional Paid in Capital $ 5,006,367 $ (6 ) $ 5,006,361 Accumulated Deficit $ (7,123 ) $ - $ (7,123 ) Total Stockholders’ Equity $ 5,000,006 $ - $ 5,000,006 Number of shares subject to possible redemption 22,099,715 (59,923 ) 22,039,792

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	Note 3— Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“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 prospectus for its Initial Public Offering as filed with the SEC on March 5, 2021, as well as the Company’s Current Reports on Form 8-K and other filings with the SEC. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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. Marketable Securities Held in Trust Account At March 31, 2021, the Trust Account had $258,757,532 held in marketable securities. During the three month period ended March 31, 2021, the company did not withdraw any interest income from the Trust Account to pay its tax obligations. 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. At March 31, 2021 and December 31, 2020, the Company had not experienced losses on this account. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021, 25,438,884 shares of common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Income per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company’s statements of operations include a presentation of income (loss) per share for Common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common stock, basic and diluted for Common stock subject to redemption is calculated by dividing the interest income earned on the Trust Account totaling $7,532 for the three months ended March 31, 2021 by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net loss per common stock, basic and diluted for non-redeemable common stock is calculated by dividing the net income, adjusted for income attributable to Common stock subject to redemption, by the weighted average number of non-redeemable common stock outstanding for the period. 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 Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. For the three months ended March 31, 2021 Redeemable Common stock Numerator: Earnings allocable to Redeemable Common stock Interest income on amounts held in Trust $ 7,532 Net earnings $ 7,532 Denominator: Weighted average redeemable Common stock Redeemable Commons stock, basic and diluted 12,421,714 Earnings/basic and diluted redeemable Common stock $ 0.00 Non-redeemable Common stock Numerator: Net income minus redeemable net earnings Net income $ 302,343 Redeemable net earnings 7,532 Non-redeemable net income $ 294,811 Denominator: weighted average non-redeemable Common stock Non-redeemable Common stock, basic and diluted 7,096,703 Loss/ Basic and diluted non-redeemable common stock $ 0.04 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, other than discussed in Note 9. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its private placement 667,500 private warrants included as part of the private units as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Private Units have been estimated using Monte-Carlo simulations at each measurement date (see Note 10). 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. 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 March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the three months ended March 31, 2021. Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2021
Initial Public Offering
Initial Public Offering	Note 4 — Initial Public Offering The Company sold 22,500,000 Units, at a purchase price of $10.00 per Unit in its Initial Public Offering (“IPO”) on February 16, 2021. Each Unit consists of one share of common stock and one warrant to purchase one share of common stock (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment. On February 16, 2021, an aggregate of $10.00 per Unit sold in the IPO was held in the Trust Account and will be held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 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. On February 24, 2021, the underwriters of the IPO exercised the over-allotment option in full to purchase 3,375,000 Units. Following the closing of the IPO on February 16, 2021 and the underwriters’ full exercise of over-allotment option on February 24, 2021, $258,750,000 was placed in the Trust Account.

Private Units

Private Units	3 Months Ended
	Mar. 31, 2021
Private Units
Private Units	Note 5 — Private Units Simultaneously with the closing of the IPO on February 16, 2021, the Sponsor purchased an aggregate of 600,000 Private Units at a price of $10.00 per Private Unit, for an aggregate purchase price of $6,000,000. On February 24, 2021, the Underwriters exercised the over-allotment option in full to purchase 67,500 Units at a purchase price of $10.00 per Private Unit, generating gross proceeds of $675,000.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 6 — Related Party Transactions Founder Shares On November 24, 2020, the Sponsor purchased an aggregate of 5,750,000 shares of the Company’s common stock for an aggregate price of $25,000 (the “Founder Shares”). The Founder Shares include an aggregate of up to 750,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding shares after the IPO (assuming the Sponsor does not purchase any Public Shares in the IPO and excluding the Private Shares). On December 16, 2020, the Company effected a effected a stock dividend of .125 of a share of common stock for each outstanding share of common stock, and as a result our Sponsor holds 6,468,750 founder shares of which an aggregate of up to 843,750 shares are subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until after the completion of a Business Combination. Promissory Note — Related Party On November 24, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $150,000. On January 20, 2021, the Sponsors agreed to increase the capacity (aggregate principal) on the Promissory Note to $200,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) April 30, 2021, (ii) the consummation of the IPO or (ii) the date on which the Company determines not to proceed with the IPO. As of March 31, 2021, the Company had borrowed $175,551 under the Promissory Note. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Initial Stockholders, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. 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. To date, the Company had no borrowings under the Working Capital Loans. At March 31, 2021, no such Working Capital Loans were outstanding.

Commitments & Contingencies

Commitments & Contingencies	3 Months Ended
	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 7 — Commitments & Contingencies Registration Rights The holders of the Founder Shares and Representative Shares, as well as the holders of the Private Units and any units that may be issued in payment of Working Capital Loans made to Company, are entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of the IPO. 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 these shares of common stock are to be released from escrow. The holders of a majority of the Representative Shares, Private Units and units issued in payment of Working Capital Loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a business combination. Notwithstanding anything to the contrary, EarlyBirdCapital may only make a demand on one occasion and only during the five-year period beginning on the effective date of the IPO. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination; provided, however, that EarlyBirdCapital may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the IPO. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The underwriters have a 45-day option beginning February 16, 2021 to purchase up to an additional 3,375,000 units to cover over-allotments, if any, at the IPO price less the underwriting discounts. On February 24, 2021, the underwriters purchased an additional 3,375,000 units to exercise its over-allotment option in full. The proceeds of $33,750,000 from the over-allotment was deposited in the Trust Account after deducting the underwriting discounts. The underwriters received a cash underwriting discount of 2.0% of the gross proceeds of the IPO, or $5,175,000, because the underwriters’ over-allotment option was exercised in full. Business Combination Marketing Agreement The Company has engaged EarlyBirdCapital as an advisor in connection with a Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of a Business Combination in an amount equal to 3.5% of the gross proceeds of IPO (exclusive of any applicable finders’ fees which might become payable).

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
Stockholder's Equity	Note 8 — Stockholders’ Equity Preferred Stock Common Stock Warrants Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder (the “30-day redemption period”); ● if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the share of common stock underlying such warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of 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 or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which we issue the additional shares of common stock or equity-linked securities. The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. 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. The Private Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Warrants and the common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Representative Shares The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 9 — Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs 2021 (Level 1) (Level 2) (Level 3) Description Assets: Mutual Funds held in Trust Account $ 258,757,532 $ 258,757,532 $ - $ - Liabilities: Warrant liabilities (311,776 ) - - (311,776 ) $ 258,445,756 $ 258,757,532 $ - $ (311,776 ) The Company utilizes a Monte Carlo simulation model to value the warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility of comparable companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The aforementioned warrant liabilities are not subject to qualified hedge accounting. There were no transfers between Levels 1, 2 or 3 during the quarter ended March 31, 2021. The following table provides quantitative information regarding Level 3 fair value measurements: At March 31, 2021 At February 16, 2021 Stock price $ 9.64 $ 9.01 Strike price $ 11.50 $ 11.50 Term (in years) 6.17 6.27 Volatility 12.9 % 24.1 % Risk-free rate 1.20 % 0.86 % Dividend yield 0.0 % 0.0 % The following table presents the changes in the fair value of warrant liabilities: Private Placement Fair value as of December 31, 2020 $ — Initial measurement on February 16, 2021 666,643 Change in valuation inputs or other assumptions (354,867 ) Fair value as of March 31, 2021 $ 311,776

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the 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 financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2021
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 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“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 prospectus for its Initial Public Offering as filed with the SEC on March 5, 2021, as well as the Company’s Current Reports on Form 8-K and other filings with the SEC. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At March 31, 2021, the Trust Account had $258,757,532 held in marketable securities. During the three month period ended March 31, 2021, the company did not withdraw any interest income from the Trust Account to pay its tax obligations.
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. At March 31, 2021 and December 31, 2020, the Company had not experienced losses on this account.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021, 25,438,884 shares of common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Net Income Per Common Share	Net Income per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company’s statements of operations include a presentation of income (loss) per share for Common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common stock, basic and diluted for Common stock subject to redemption is calculated by dividing the interest income earned on the Trust Account totaling $7,532 for the three months ended March 31, 2021 by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net loss per common stock, basic and diluted for non-redeemable common stock is calculated by dividing the net income, adjusted for income attributable to Common stock subject to redemption, by the weighted average number of non-redeemable common stock outstanding for the period. 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 Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. For the three months ended March 31, 2021 Redeemable Common stock Numerator: Earnings allocable to Redeemable Common stock Interest income on amounts held in Trust $ 7,532 Net earnings $ 7,532 Denominator: Weighted average redeemable Common stock Redeemable Commons stock, basic and diluted 12,421,714 Earnings/basic and diluted redeemable Common stock $ 0.00 Non-redeemable Common stock Numerator: Net income minus redeemable net earnings Net income $ 302,343 Redeemable net earnings 7,532 Non-redeemable net income $ 294,811 Denominator: weighted average non-redeemable Common stock Non-redeemable Common stock, basic and diluted 7,096,703 Loss/ Basic and diluted non-redeemable common stock $ 0.04
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, other than discussed in Note 9.
Derivative warrant liabilities	Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its private placement 667,500 private warrants included as part of the private units as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Private Units have been estimated using Monte-Carlo simulations at each measurement date (see Note 10).
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. 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 March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the three months ended March 31, 2021.
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Correction of An Error In Pre_2

Correction of An Error In Previously Furnished Financial Statement (Tables)	3 Months Ended
	Mar. 31, 2021
Accounting Changes and Error Corrections [Abstract]
Summary of Revision of Financial Statement	The following summarizes the effect of the revision on each financial statement line item as of February 16, 2021: As of February 16, 2021 As Reported Adjustment As Adjusted Balance Sheet Warrant Liabilities $ - $ 599,230 $ 599,230 Total liabilities $ 1,741,541 $ 599,230 $ 2,340,771 Common stock subject to possible redemption $ 220,997,150 $ (599,230 ) $ 220,397,920 Common Stock $ 762 $ 6 $ 768 Additional Paid in Capital $ 5,006,367 $ (6 ) $ 5,006,361 Accumulated Deficit $ (7,123 ) $ - $ (7,123 ) Total Stockholders’ Equity $ 5,000,006 $ - $ 5,000,006 Number of shares subject to possible redemption 22,099,715 (59,923 ) 22,039,792

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Schedule of Earnings Per Share	As a result, diluted loss per share is the same as basic loss per share for the period presented. For the three months ended March 31, 2021 Redeemable Common stock Numerator: Earnings allocable to Redeemable Common stock Interest income on amounts held in Trust $ 7,532 Net earnings $ 7,532 Denominator: Weighted average redeemable Common stock Redeemable Commons stock, basic and diluted 12,421,714 Earnings/basic and diluted redeemable Common stock $ 0.00 Non-redeemable Common stock Numerator: Net income minus redeemable net earnings Net income $ 302,343 Redeemable net earnings 7,532 Non-redeemable net income $ 294,811 Denominator: weighted average non-redeemable Common stock Non-redeemable Common stock, basic and diluted 7,096,703 Loss/ Basic and diluted non-redeemable common stock $ 0.04

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of Fair Value Measurement of Financial Assets and Liabilities	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs 2021 (Level 1) (Level 2) (Level 3) Description Assets: Mutual Funds held in Trust Account $ 258,757,532 $ 258,757,532 $ - $ - Liabilities: Warrant liabilities (311,776 ) - - (311,776 ) $ 258,445,756 $ 258,757,532 $ - $ (311,776 )
Schedule of Fair Value Input Measurements	The following table provides quantitative information regarding Level 3 fair value measurements: At March 31, 2021 At February 16, 2021 Stock price $ 9.64 $ 9.01 Strike price $ 11.50 $ 11.50 Term (in years) 6.17 6.27 Volatility 12.9 % 24.1 % Risk-free rate 1.20 % 0.86 % Dividend yield 0.0 % 0.0 %
Schedule of Changes in Fair Value of Warrant Liabilities	The following table presents the changes in the fair value of warrant liabilities: Private Placement Fair value as of December 31, 2020 $ — Initial measurement on February 16, 2021 666,643 Change in valuation inputs or other assumptions (354,867 ) Fair value as of March 31, 2021 $ 311,776

Organization and Business Ope_2

Organization and Business Operations (Details Narrative) - USD ($)	Feb. 24, 2021	Feb. 16, 2021	Mar. 31, 2021
Share price per share	$ 10		$ 10
Proceeds from issuance of initial public offering			$ 253,575,000
Proceeds from issuance of private placement			6,675,000
Over-allotment option exercised	3,375,000
Proceeds from issuance of over-allotment	$ 33,750,000
Transaction costs			5,695,721
Underwriting discount			5,175,000
Other offering costs			520,721
Proceeds from tangible assets			$ 5,000,001
Obligation to redeem percentage of public shares			100.00%
Sale of stock, shares			22,500,000
Sale of stock, per share			$ 10
Amended and Restated Certificate of Incorporation [Member]
Business combination description			Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions 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 redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.
Holder [Member] | Trust Account [Member]
Business combination description			The holders of the Founder Shares will agree to waive liquidation distributions with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor will agree to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser 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 trust assets, in each case net of the interest which may be withdrawn to pay the Company's tax obligation and up to $100,000 for liquidation excepts, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (even if such waiver is deemed to be unenforceable) and except as to any claims under the Company's indemnity of the underwriters of IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
IPO [Member]
Stock issued during the period		22,500,000
Share price per share	$ 10	$ 10
Proceeds from issuance of initial public offering	$ 258,750,000	$ 225,000,000
Sale of stock, description	The sale of the Private Units was placed in a Trust Account, which will be held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 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.	On February 16, 2021, an aggregate of $10.00 per Unit sold in the IPO was held in the Trust Account and will be held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 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.
Sale of stock, shares		22,500,000
Sale of stock, per share		$ 10
IPO [Member] | Amended and Restated Certificate of Incorporation [Member]
Business combination description			The Company will have until 24 months from the closing of the IPO to complete a Business Combination (the "Combination Period"). If the Company is unable to complete a Business Combination within the Combination Period and stockholders do not approve an amendment to the Amended and Restated Certificate of Incorporation to extend this date, 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 (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders' rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, 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 the case of clauses (ii) and (iii) to the Company's obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company's warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.
IPO [Member] | Maximum [Member]
Over-allotment option granted			3,375,000
IPO [Member] | Minimum [Member] | Amended and Restated Certificate of Incorporation [Member]
Interest payable			$ 100,000
Private Placement [Member]
Stock issued during the period			600,000
Share price per share			$ 10
Proceeds from issuance of private placement			$ 6,000,000
Private Placement [Member] | Underwriters [Member]
Stock issued during the period	67,500
Proceeds from issuance of private placement	$ 675,000

Correction of An Error In Pre_3

Correction of An Error In Previously Furnished Financial Statement - Summary of Revision of Financial Statement (Details) - USD ($)	Mar. 31, 2021	Feb. 16, 2021	Dec. 31, 2020
Warrant Liabilities	$ 311,776	$ 599,230
Total liabilities	487,327	2,340,771	238,811
Common stock subject to possible redemption	254,388,844	220,397,920
Common Stock	773	768	647
Additional Paid in Capital	4,698,019	5,006,361	24,353
Accumulated Deficit	301,217	(7,123)	(1,126)
Total Stockholders' Equity	$ 5,000,009	$ 5,000,006	$ 23,874
Number of shares subject to possible redemption		22,039,792
As Reported [Member]
Warrant Liabilities
Total liabilities		1,741,541
Common stock subject to possible redemption		220,997,150
Common Stock		762
Additional Paid in Capital		5,006,367
Accumulated Deficit		(7,123)
Total Stockholders' Equity		$ 5,000,006
Number of shares subject to possible redemption		22,099,715
Adjustment [Member]
Warrant Liabilities		$ 599,230
Total liabilities		599,230
Common stock subject to possible redemption		(599,230)
Common Stock		6
Additional Paid in Capital		(6)
Accumulated Deficit
Total Stockholders' Equity
Number of shares subject to possible redemption		(59,923)

Significant Accounting Polici_4

Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Assets held in trust account	$ 258,757,532
FDIC insured amount	$ 250,000	$ 250,000
Common stock subject to possible redemption, shares	25,438,884
Interest income earned on Trust Account	$ 7,532
Number of private placement warrants	667,500

Initial Public Offering (Detail

Initial Public Offering (Details Narrative) - USD ($)	Feb. 24, 2021	Feb. 16, 2021	Mar. 31, 2021
Sale of stock, shares			22,500,000
Sale of stock, per share			$ 10
Holder [Member] | Common Stock [Member]
Warrants exercise price		$ 11.50
IPO [Member]
Sale of stock, shares		22,500,000
Sale of stock, per share		$ 10
Stock unit description		Each Unit consists of one share of common stock and one warrant to purchase one share of common stock ("Public Warrant").
Sale of stock, description	The sale of the Private Units was placed in a Trust Account, which will be held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 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.	On February 16, 2021, an aggregate of $10.00 per Unit sold in the IPO was held in the Trust Account and will be held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 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.
Over-Allotment Option [Member]
Value of stock held in trust account	$ 258,750,000
Over-Allotment Option [Member] | Underwriters [Member]
Number of options exercised	3,375,000

Private Units (Details Narrativ

Private Units (Details Narrative) - USD ($)	Feb. 24, 2021	Feb. 16, 2021	Mar. 31, 2021
Sale of stock, shares			22,500,000
Sale of stock, per share			$ 10
Sponsor [Member] | Private Placement [Member]
Sale of stock, shares		600,000
Sale of stock, per share		$ 10
Sale of stock, value		$ 6,000,000
Underwriters [Member] | Private Placement [Member]
Number of options exercised	67,500
Options exercise price	$ 10
Proceeds from exercise of options	$ 675,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	Dec. 16, 2020	Nov. 24, 2020	Mar. 31, 2021	Jan. 20, 2021
Number of stock issued, value			$ 258,750,000
Common stock shares subject to forfeiture			12,421,714
Stock dividend per share	$ 0.125
Promissory Note [Member]
Proceeds from debt			$ 175,551
Promissory Note [Member] | Related Party [Member]
Debt instrument, principal amount		$ 150,000		$ 200,000
Debt instrument, description		The Promissory Note is non-interest bearing and payable on the earlier of (i) April 30, 2021, (ii) the consummation of the IPO or (ii) the date on which the Company determines not to proceed with the IPO.
Related Party Loans [Member]
Related party loans, description			The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender's di]scretion, 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. To date, the Company had no borrowings under the Working Capital Loans. At March 31, 2021, no such Working Capital Loans were outstanding.
Debt conversion of convertible debt			$ 1,500,000
Debt conversion price per share			$ 10
Sponsor [Member]
Number of stock issued	6,468,750
Common stock shares subject to forfeiture	843,750
Founder Shares [Member]
Number of stock issued		5,750,000
Number of stock issued, value		$ 25,000
Stokck issued and outstanding percentage		20.00%

Commitments & Contingencies (De

Commitments & Contingencies (Details Narrative) - USD ($)	Feb. 24, 2021	Feb. 16, 2021	Mar. 31, 2021
Gross proceeds of proposed public offering			$ 253,575,000
IPO [Member]
Gross proceeds of proposed public offering	$ 258,750,000	$ 225,000,000
Underwriting Agreement [Member] | Underwriters [Member]
Number of options exercised	3,375,000
Valur of stock held in trust account	$ 33,750,000
Cash underwriting discount, percentage	2.00%
Gross proceeds of proposed public offering	$ 5,175,000
Underwriting Agreement [Member] | IPO [Member]
Underwriting agreement, description		The underwriters have a 45-day option beginning February 16, 2021 to purchase up to an additional 3,375,000 units to cover over-allotments, if any, at the IPO price less the underwriting discounts. On February 24, 2021, the underwriters purchased an additional 3,375,000 units to exercise its over-allotment option in full. The proceeds of $33,750,000 from the over-allotment was deposited in the Trust Account after deducting the underwriting discounts.
Number of options exercised		3,375,000

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) - $ / shares	Dec. 16, 2020	Mar. 31, 2021	Dec. 31, 2020
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock, par value		$ 0.0001	$ 0.0001
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, shares authorized		100,000,000	100,000,000
Common stock, par value		$ 0.0001	$ 0.0001
Common stock, shares issued		7,722,366	6,468,750
Common stock, shares outstanding		7,722,366	6,468,750
Common stock for redemption		25,438,885
Maximum shares subject to forfeiture		12,421,714
Stock dividend per share	$ 0.125
Public Warrants [Member]
Warrant per share		$ 0.01
Warrant exercisable description		if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders.
Public Warrants [Member] | Warrant Agreement [Member]
Warrant exercisable description		In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of 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 or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company's common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates Business Combination (such price, the "Market Value") is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which we issue the additional shares of common stock or equity-linked securities.
Sponsor [Member]
Maximum shares subject to forfeiture	843,750
Number of shares issued during period, shares	6,468,750

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Fair Value Measurement of Financial Assets and Liabilities (Details)	Mar. 31, 2021USD ($)
Mutual Funds held in Trust Account	$ 258,757,532
Warrant liabilities	(311,776)
Fair Value, Net Asset (Liability)	258,445,756
Fair Value Inputs Level 1 [Member]
Mutual Funds held in Trust Account	258,757,532
Warrant liabilities
Fair Value, Net Asset (Liability)	258,757,532
Fair Value Inputs Level 2 [Member]
Mutual Funds held in Trust Account
Warrant liabilities
Fair Value, Net Asset (Liability)
Fair Value Inputs Level 3 [Member]
Mutual Funds held in Trust Account
Warrant liabilities	(311,776)
Fair Value, Net Asset (Liability)	$ (311,776)

Fair Value Measurements - Sch_2

Fair Value Measurements - Schedule of Fair Value Input Measurements (Details)	Feb. 16, 2021	Mar. 31, 2021
Measurement Input Expected Term [Member]
Fair value liabilities, measurement input, term	6 years 3 months 8 days	6 years 2 months 1 day
Measurement Input, Stock Price [Member]
Fair value liabilities, measurement input, percentage	9.01	9.64
Measurement Input, Strike Price [Member]
Fair value liabilities, measurement input, percentage	11.50	11.50
Measurement Input Price Volatility [Member]
Fair value liabilities, measurement input, percentage	24.1	12.9
Measurement Input Risk Free Interest Rate [Member]
Fair value liabilities, measurement input, percentage	0.86	1.20
Expected Dividend Rate [Member]
Fair value liabilities, measurement input, percentage	0	0

Fair Value Measurements - Sch_3

Fair Value Measurements - Schedule of Changes in Fair Value of Warrant Liabilities (Details)	3 Months Ended
	Mar. 31, 2021USD ($)
Fair Value Disclosures [Abstract]
Fair value as of December 31, 2020
Initial measurement on February 16, 2021	666,643
Change in valuation inputs or other assumptions	(354,867)
Fair value as of March 31, 2021	$ 311,776