SmartRent (SMRT) 10-Q 17 May 21 2021 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2021	May 01, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2021
Entity File Number	001-39991
Entity Registrant Name	FIFTH WALL ACQUISITION CORP. I
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-4218526
Entity Address, Address Line One	6060 Center Drive, 10th Floor
Entity Address, City or Town	Los Angeles,
Entity Address State Or Province	CA
Entity Address, Postal Zip Code	90045
City Area Code	310
Local Phone Number	853-8878
Title of 12(b) Security	Class A common share, $0.0001 par value
Trading Symbol	FWAA
Security Exchange Name	NASDAQ
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 Central Index Key	0001837014
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Amendment Flag	false
Transition Report	false
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		35,547,500
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,625,000

UNAUDITED CONDENSED BALANCE SHE

UNAUDITED CONDENSED BALANCE SHEET - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 1,582,422
Prepaid expenses	1,577,598
Total current assets	3,160,020
Investments held in Trust Account	345,012,880
Deferred offering costs		$ 153,990
Total Assets	348,172,900	153,990
Current liabilities:
Accounts payable	543,786	38,045
Accrued expenses	96,494	97,289
Due to related party	15,080
Franchise tax payable	48,444	175
Total current liabilities	703,804	135,509
Deferred underwriting commissions	12,075,000
Total liabilities	12,778,804	135,509
Commitments and Contingencies
Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of March 31, 2021 and December 31, 2020
Additional paid-in capital	5,258,217	24,138
Accumulated deficit	(259,325)	(6,519)
Total Stockholders' equity	5,000,006	18,481
Total Liabilities and Stockholders' Equity	348,172,900	153,990
Class A Common Stock Subject to Redemption
Current liabilities:
Class A common stock, $0.0001 per value; 33,043,703 shares subject to possible redemption at $10.00 per share	330,394,090
Class A Common Stock Not Subject to Redemption
Stockholders' Equity:
Common stock	251
Class B Common Stock
Stockholders' Equity:
Common stock	$ 863	$ 863

UNAUDITED CONDENSED BALANCE S_2

UNAUDITED CONDENSED BALANCE SHEET (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Purchase price, per unit	$ 10
Class A Common Stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	100,000,000	100,000,000
Common shares, shares issued	2,508,091	0
Common shares, shares outstanding	2,508,091	0
Class A Common Stock Subject to Redemption
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	33,039,409	33,039,409
Temporary equity, shares outstanding	33,039,409	0
Purchase price, per unit	$ 10	$ 10
Class B Common Stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	10,000,000	10,000,000
Common shares, shares issued	8,625,000	8,625,000
Common shares, shares outstanding	8,625,000	8,625,000
Common stock subject to redemption
Temporary equity, shares issued	33,039,409	0

UNAUDITED CONDENSED STATEMENTS

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
General and administrative expenses	$ (217,417)
Franchise tax expenses	(48,269)
Loss from operations	(265,686)
Income from investments held in Trust Account	12,880
Net loss	$ (252,806)
Class A Common Stock Subject to Redemption
Weighted average shares outstanding, basic and diluted | shares	34,500,000
Basic and diluted net income (loss) per common share | $ / shares	$ 0
Class A Common Stock Not Subject to Redemption
Weighted average shares outstanding, basic and diluted | shares	8,731,083
Basic and diluted net income (loss) per common share | $ / shares	$ (0.03)

UNAUDITED CONDENSED STATEMENT_2

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - 3 months ended Mar. 31, 2021 - USD ($)	Class A Common StockCommon Stock	Class B Common StockCommon Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020		$ 863	$ 24,137	$ (6,519)	$ 18,481
Balance at the beginning (in shares) at Dec. 31, 2020		8,625,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of units in initial public offering, gross	$ 3,450		344,996,550	0	345,000,000
Sale of units in initial public offering, gross (in shares)	34,500,000
Offering costs			(19,846,579)	0	(19,846,579)
Sale of private placement shares to Sponsor in private placement	$ 105		10,474,894	0	10,474,999
Sale of private placement shares to Sponsor in private (in shares)	1,047,500
Common stock subject to possible redemption	$ (3,304)		(330,390,786)	0	(330,394,090)
Common stock subject to possible redemption (in shares)	(33,039,409)
Net loss			0	(252,806)	(252,806)
Balance at the end at Mar. 31, 2021	$ 251	$ 863	$ 5,258,217	$ (259,325)	$ 5,000,006
Balance at the end (in shares) at Mar. 31, 2021	2,508,091	8,625,000

UNAUDITED CONDENSED STATEMENT O

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS	3 Months Ended
	Mar. 31, 2021USD ($)
Cash Flows from Operating Activities:
Net loss	$ (252,806)
Adjustments to reconcile net income to net cash used in operating activities:
Income from investments held in Trust Account	(12,880)
Changes in operating assets and liabilities:
Prepaid expenses	(1,577,598)
Accounts payable	(15,063)
Due to related party	15,080
Accrued expenses	(1,344)
Franchise tax payable	48,269
Net cash used in operating activities	(1,796,342)
Cash Flows from Investing Activities
Cash deposited in Trust Account	(345,000,000)
Net cash used in investing activities	(345,000,000)
Cash Flows from Financing Activities:
Proceeds received from initial public offering, gross	345,000,000
Proceeds received from private placement	10,475,000
Offering costs paid	(7,096,236)
Net cash provided by financing activities	348,378,764
Net change in Cash	1,582,422
Cash - end of the period	1,582,422
Supplemental disclosure of noncash financing activities:
Offering costs included in accounts payable	520,804
Offering costs included in accrued expenses	549
Deferred underwriting commissions in connection with the initial public offering	12,075,000
Initial value of Class A common stock subject to possible redemption	330,668,410
Change in value of Class A common stock subject to possible redemption	$ (274,320)

Description of Organization and

Description of Organization and Business Operations	3 Months Ended
	Mar. 31, 2021
Description of Organization and Business Operations
Description of Organization and Business Operations	Note 1—Description of Organization and Business Operations Fifth Wall Acquisition Corp. I (the “Company”) is a blank check company incorporated in Delaware on November 23, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of March 31, 2021, the Company had not commenced any operations. All activity for the period from November 23, 2020 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company expects to generate non-operating income in the form of interest income on investments held in trust account from the proceeds derived from the Initial Public Offering. The Company’s sponsor is Fifth Wall Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 4, 2021. On February 9, 2021, the Company consummated its Initial Public Offering of 34,500,000 shares of Class A common stock, including the issuance of 4,500,000 shares of Class A common stock as a result of the underwriters’ exercise in full of its over-allotment option, (each, a “Public Share” and collectively, the “Public Shares”) at $10.00 per share, generating gross proceeds of approximately $345.0 million, and incurring offering costs of approximately $19.8 million, inclusive of approximately $12.1 million in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 1,047,500 shares of Class A common stock (each, a “Private Placement Share” and collectively, the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating proceeds of approximately $10.5 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $345.0 million ($10.00 per Unit) of the net proceeds of the sale of the Public Shares in the Initial Public Offering and of the Private Placement Shares in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. 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 Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the funds held in the Trust Account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the 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 the holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If the Company seeks stockholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in connection with a Business Combination in an amount that would cause its net tangible assets to be less than $5,000,001. 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 “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 legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all or are not a holder of record of Public Shares on the record date established in connection with a Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Certificate of Incorporation will provide 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 holders of the Founder Shares (the “initial stockholders”) agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 9, 2023, (the “Combination Period”) and the Company’s stockholders have not amended the Certificate of Incorporation to extend such 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 income taxes (less taxes payable and 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 liquidation 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, liquidate and dissolve, subject in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account (or less than that in certain circumstances). In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 for 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. Proposed Business Combination As more fully described in Note 8, on April 21, 2021, the Company (“FWAA”), entered into a merger agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among FWAA, Einstein Merger Corp. I, a Delaware corporation and a wholly owned subsidiary of FWAA (“Merger Sub”), and SmartRent.com, Inc., a Delaware corporation (“SmartRent”). The transactions set forth in the Merger Agreement, including the Merger (defined below), will constitute a “Business Combination” as contemplated by FWAA’s Amended and Restated Certificate of Incorporation. Subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into SmartRent, with SmartRent surviving as a wholly owned subsidiary of FWAA (the “Merger”). Upon the closing of the Merger and the other transactions contemplated by the Merger Agreement (the “Closing”), FWAA will change its name to “SmartRent, Inc.”. Liquidity and Capital Resources As of March 31, 2021, the Company had approximately $1.6 million in its operating bank account and working capital of approximately $2.5 million. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses and offering costs in exchange for the issuance of the Founder Shares (as defined in Note 4), the loan of approximately $118,000 from the Sponsor pursuant to the Note (as defined in Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on February 12, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of March 31, 2021, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. ​

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2021
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on February 16, 2021 and February 8, 2021, respectively. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires 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 unaudited condensed 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 unaudited condensed 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 had no cash equivalents held outside the Trust Account as of March 31, 2021. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 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. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2021 and December 31, 2021, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, due to related party and franchise taxes payable approximate their fair values due to the short-term nature of the instruments. The Company’s marketable securities held in Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less and are recognized at fair value. The fair value of marketable securities held in Trust Account is determined using quoted prices in active markets. Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering. Class A Common Shares Subject to Possible Redemption Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2021, 33,039,409 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of March 31, 2021, the Company had deferred tax assets of approximately $53,000 which is presented net of a full valuation allowance FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company’s currently taxable income primarily consists of income from investments held in the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. No amounts were accrued for the payment of interest and penalties as of March 31, 2021 or December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net income (loss) per common stock Net income (loss) per stock is computed by dividing net loss by the weighted-average number of common stock outstanding during the periods. At March 31, 2021, the Company did not have any dilutive securities and other contracts that could potentially be exercised or converted into common stock and then stock in the earnings of the Company. As a result, diluted loss per common stock is the same as basic loss per common stock for the periods presented. The Company’s unaudited condensed statements of operations include a presentation of loss per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per stock, basic and diluted for Class A common stock subject to possible redemption for the three months ended March 31, 2021 is calculated by dividing income from investments held in Trust Account of approximately $13,000 (less franchise tax expense of approximately $13,000, resulting in approximately $0), by the weighted average number of Class A common stock subject to possible redemption outstanding for the period. Net loss per stock, basic and diluted for Class A and Class B nonredeemable common stock for the three months ended March 31, 2021 is calculated by dividing the net loss of approximately $253,000, less net income attributable to Class A common stock of approximately $0, resulting in a net loss of approximately $253,000, by the weighted average number of Class A and Class B nonredeemable common stock outstanding for the period. The weighted average non-redeemable common stock for the year ended December 31, 2020 includes the effect of 1,047,500 Private Placement Shares which were issued in conjunction with the initial public offering on February 9, 2021. Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Recent Accounting Pronouncements Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2021
Initial Public Offering
Initial Public Offering	Note 3 — Initial Public Offering On February 9, 2021, the Company consummated its Initial Public Offering of 34,500,000 Public Shares, including the issuance of 4,500,000 shares of Class A common stock as a result of the underwriters’ exercise in full of its over-allotment option, at $10.00 per Public Share, generating gross proceeds of approximately $345.0 million, and incurring offering costs of approximately $19.8 million, inclusive of approximately $12.1 million in deferred underwriting commissions.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2021
Related Party Transactions
Related Party Transactions	Note 4 — Related Party Transactions Founder Shares On December 2, 2020, the Sponsor paid $25,000 to cover for certain expenses and offering costs on behalf of the Company in exchange for the issuance of 7,187,500 shares of the Company's common stock, which was later designated as 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”). On February 4, 2021, the Company effected a 1:1.2 stock split for Class B common stock, resulting in an aggregate of 8,625,000 Class B common stock outstanding. The initial stockholders agreed to forfeit up to 1,125,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering, excluding the Private Placement Shares. On February 9, 2021, the underwriter exercised the over-allotment option; thus, these 1,125,000 Founder Shares were no longer subject to forfeiture. The initial stockholder agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholder with respect to any Founder Shares. Private Placement Shares Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 1,047,500 shares of Class A common stock (each, a “Private Placement Share” and collectively, the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating proceeds of approximately $10.5 million. A portion of the proceeds from the sale of the Private Placement Shares to the Sponsor was added to the proceeds from the Initial Public Offering to be held in the Trust Account. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination. Related Party Loans On December 2, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. As of February 9, 2021, the Company borrowed approximately $118,000 under the Note. On February 12, 2021, the Company repaid the Note in full. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company 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 the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2021, the Company had no borrowings under the Working Capital Loans.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2021
Commitments and Contingencies.
Commitments and Contingencies	Note 5 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Shares and shares that may be issued upon conversion of Working Capital Loans were entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day Risks and Uncertainties Management continues to evaluate 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 this financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2021
Stockholders' Equity
Stockholders' Equity	Note 6 — Stockholders’ Equity Preferred Stock— Class A Common Stock— Class B Common Stock— Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the Business Combination, including pursuant to a specified future issuance, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the Sponsor agrees to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders) (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination, the private placement shares, and any private placement shares issued to the Sponsor, officers or directors upon conversion of Working Capital Loans). The Sponsor may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2021
Fair Value Measurements
Fair Value Measurements	Note 7 — Fair Value Measurements The following table presents information about the Company's assets that are measured at fair value on a recurring basis as of March 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Significant Significant ​ ​ Prices ​ Other ​ Other ​ ​ in Active ​ Observable ​ Unobservable ​ ​ Markets ​ Inputs ​ Inputs Description ​ (Level 1) ​ (Level 2) ​ (Level 3) U.S. Treasury Securities held in Trust Account (1) ​ $ 345,012,881 ​ — ​ — (1) Includes approximately $4,000 of investments held in cash within the Trust Account. ​ Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels of

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2021
Subsequent Events
Subsequent Events	Note 8 — Subsequent Events On April 21, 2021, the Company, entered into a merger agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Einstein Merger Corp. I, a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and SmartRent.com, Inc., a Delaware corporation (“SmartRent”). The transactions set forth in the Merger Agreement, including the Merger (defined below), will constitute a “Business Combination” as contemplated by FWAA’s Amended and Restated Certificate of Incorporation. Unless expressly stated otherwise herein, capitalized terms used but not defined herein shall have such meanings ascribed to them in the Merger Agreement. Subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into SmartRent, with SmartRent surviving as a wholly owned subsidiary of FWAA (the “Merger”). Upon the closing of the Merger and the other transactions contemplated by the Merger Agreement (the “Closing”), the Company will change its name to “SmartRent, Inc.”. Subject to the terms and conditions set forth in the Merger Agreement, in consideration of the Merger, each outstanding share of SmartRent’s common stock (including shares of common stock issued upon conversion of preferred stock immediately prior to the Closing but excluding shares owned by SmartRent as treasury stock) will be converted into the right to receive such number of shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “FWAA common stock”), equal to the Per Share Merger Consideration (as defined in the Merger Agreement). In addition, at the Closing, (i) each outstanding option to purchase SmartRent common stock, whether vested or unvested, will be assumed and converted into an option with respect to a number of shares of FWAA common stock in the manner set forth in the Merger Agreement, (ii) each outstanding warrant to purchase SmartRent common stock, whether or not exercisable, will be assumed and converted into a warrant with respect to a number of shares of FWAA common stock in the manner set forth in the Merger Agreement, and (iii) each outstanding award of restricted stock units with respect to shares of SmartRent common stock will be assumed and converted into the right to receive an award of restricted stock units representing a right to receive a number of shares of FWAA common stock in the manner set forth in the Merger Agreement. Consummation of the transactions contemplated by the Merger Agreement is subject to conditions of the respective parties that are customary for a transaction of this type, including, among others: (a) approval by the Company’s stockholders of certain proposals to be set forth in the Proxy Statement/Prospectus; (b) approval of the Merger by the stockholders of SmartRent; (c) there being no laws or injunctions by governmental authorities or other legal restraint prohibiting consummation of the transactions contemplated under the Merger Agreement; (d) the waiting period applicable to the Merger under the HSR Act having expired (or early termination having been granted); and (e) the Company having at least $5,000,001 in net tangible assets. Concurrently with the execution of the Merger Agreement, the Company entered into subscription agreements (each, a “Subscription Agreement”) with certain investors (the “PIPE Investors”) pursuant to which, among other things, the PIPE Investors have agreed to subscribe for and purchase, and the Company has agreed to issue and sell to the PIPE Investors an aggregate of 15,500,000 shares of the Company’s common stock , at a per share price of $10 for an aggregate purchase price of $155 million concurrent with the Closing, on the terms and subject to the conditions set forth therein (the “PIPE Financing”). The Subscription Agreements contain customary representations and warranties of the Company, on the one hand, and each PIPE Investor, on the other hand, and customary conditions to closing, including the consummation of the transactions contemplated by the Merger Agreement. Shares of the Company’s common stock to be issued and sold to the PIPE Investors pursuant to the Subscription Agreements will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. Each Subscription Agreement provides that FWAA will grant the PIPE Investors certain customary registration rights. The Merger Agreement and other related agreements have been reported and filed on a Current Report Form 8-K with the SEC on April 8, 2021. The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were issued. Based upon this review, the Company determined that, except as described herein, there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2021
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on February 16, 2021 and February 8, 2021, respectively.
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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed 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 unaudited condensed 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 had no cash equivalents held outside the Trust Account as of March 31, 2021.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Investments Held in Trust Account	Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Fair Value Measurement	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. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2021 and December 31, 2021, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, due to related party and franchise taxes payable approximate their fair values due to the short-term nature of the instruments. The Company’s marketable securities held in Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less and are recognized at fair value. The fair value of marketable securities held in Trust Account is determined using quoted prices in active markets.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering.
Class A Common Stock Subject to Possible Redemption	Class A Common Shares Subject to Possible Redemption Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2021, 33,039,409 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of March 31, 2021, the Company had deferred tax assets of approximately $53,000 which is presented net of a full valuation allowance FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company’s currently taxable income primarily consists of income from investments held in the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. No amounts were accrued for the payment of interest and penalties as of March 31, 2021 or December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net income (loss) per common stock	Net income (loss) per common stock Net income (loss) per stock is computed by dividing net loss by the weighted-average number of common stock outstanding during the periods. At March 31, 2021, the Company did not have any dilutive securities and other contracts that could potentially be exercised or converted into common stock and then stock in the earnings of the Company. As a result, diluted loss per common stock is the same as basic loss per common stock for the periods presented. The Company’s unaudited condensed statements of operations include a presentation of loss per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per stock, basic and diluted for Class A common stock subject to possible redemption for the three months ended March 31, 2021 is calculated by dividing income from investments held in Trust Account of approximately $13,000 (less franchise tax expense of approximately $13,000, resulting in approximately $0), by the weighted average number of Class A common stock subject to possible redemption outstanding for the period. Net loss per stock, basic and diluted for Class A and Class B nonredeemable common stock for the three months ended March 31, 2021 is calculated by dividing the net loss of approximately $253,000, less net income attributable to Class A common stock of approximately $0, resulting in a net loss of approximately $253,000, by the weighted average number of Class A and Class B nonredeemable common stock outstanding for the period. The weighted average non-redeemable common stock for the year ended December 31, 2020 includes the effect of 1,047,500 Private Placement Shares which were issued in conjunction with the initial public offering on February 9, 2021.
Recent Accounting Standards	Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Recent Accounting Pronouncements Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement.

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2021
Fair Value Measurements
Schedule of Company's assets that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Significant Significant ​ ​ Prices ​ Other ​ Other ​ ​ in Active ​ Observable ​ Unobservable ​ ​ Markets ​ Inputs ​ Inputs Description ​ (Level 1) ​ (Level 2) ​ (Level 3) U.S. Treasury Securities held in Trust Account (1) ​ $ 345,012,881 ​ — ​ — (1) Includes approximately $4,000 of investments held in cash within the Trust Account. ​

Description of Organization a_2

Description of Organization and Business Operations (Details)	Feb. 09, 2021USD ($)$ / sharesshares	Nov. 23, 2020	Mar. 31, 2021USD ($)$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit | $ / shares			$ 10
Proceeds received from initial public offering, gross	$ 34,500,000		$ 345,000,000
Cash held outside the Trust Account			1,582,422
Condition for future business combination number of businesses minimum		1
Payments for investment of cash in Trust Account			$ 345,000,000
Condition for future business combination use of proceeds percentage			80
Condition for future business combination threshold Percentage Ownership			50
Condition for future business combination threshold Net Tangible Assets			$ 5,000,001
Redemption limit percentage without prior consent			15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)			100.00%
Redemption period upon closure			24 months
Maximum Allowed Dissolution Expenses	$ 100,000
Working Capital			$ 2,500,000
Operating bank accounts			1,600,000
Sale of private placement shares to Sponsor in private placement			10,474,999
Founder Shares
Subsidiary, Sale of Stock [Line Items]
Sale of private placement shares to Sponsor in private placement			25,000
Advances due to related party			$ 118,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of shares issued | shares	34,500,000
Purchase price, per unit | $ / shares	$ 10
Proceeds received from initial public offering, gross	$ 345,000,000
Initial redemption price per share | $ / shares | $ / shares			$ 10
Transaction Costs	19,800,000
Deferred underwriting fee payable	$ 12,100,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering, gross (in shares) | shares			1,047,500
Number of shares issued | shares	1,047,500
Purchase price, per unit | $ / shares			$ 10
Proceeds received from initial public offering, gross	$ 10,500,000
Price of warrant | $ / shares	$ 10
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering, gross (in shares) | shares	4,500,000
Purchase price, per unit | $ / shares	$ 10

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Summary of Significant Accounting Policies
Unrecognized tax benefits	$ 0
Unrecognized tax benefits accrued for interest and penalties	0	$ 0
Federal depository insurance coverage amount	$ 250,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies Reconciliation of Net Loss per Common Share (Details) - USD ($)	Feb. 09, 2021	Mar. 31, 2021	Dec. 31, 2020
Net income		$ (252,806)
Investment of cash into Trust Account		345,000,000
IncreaseDecreaseFranchiseTaxPayable		48,269
Private Placement
Number of shares issued	1,047,500
Class A Common Stock
Investment of cash into Trust Account		13,000
IncreaseDecreaseFranchiseTaxPayable		$ 13,000
Anti-dilutive securities attributable to warrants (in shares)		0
Class A Common Stock Subject to Redemption
Temporary equity, shares outstanding		33,039,409	0
Class A and Class B Nonredeemable Common Shares
Net income		$ 253,000
less net income attributable to Class A common shares		0
Adjusted net loss		$ 253,000

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Feb. 09, 2021	Mar. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Proceeds received from initial public offering, gross	$ 34,500,000	$ 345,000,000
Purchase price, per unit		$ 10
Offering costs		$ 7,096,236
Deferred Underwriting Compensation, Noncurrent		$ 12,075,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Proceeds received from initial public offering, gross	$ 345,000,000
Purchase price, per unit	$ 10
Offering costs	$ 19,800,000
Deferred Underwriting Compensation, Noncurrent	$ 12,100,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	4,500,000
Purchase price, per unit	$ 10

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)	Dec. 02, 2020USD ($)shares	Mar. 31, 2021USD ($)D$ / sharesshares	Feb. 09, 2021shares	Feb. 04, 2021shares	Dec. 31, 2020$ / sharesshares
Related Party Transaction [Line Items]
Sale of private placement shares to Sponsor inprivate (in shares) | $		$ 10,474,999
Class B Common Stock
Related Party Transaction [Line Items]
Consideration received, shares	7,187,500
Common shares, par value, (per share) | $ / shares		$ 0.0001			$ 0.0001
Common shares, shares outstanding (in shares)		8,625,000			8,625,000
Shares subject to forfeiture			1,125,000		1,125,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders		20.00%
Class A Common Stock Subject to Redemption
Related Party Transaction [Line Items]
Common shares, par value, (per share) | $ / shares		$ 0.0001			$ 0.0001
Sponsor
Related Party Transaction [Line Items]
Restrictions on transfer period of time after business combination completion		30 days
Founder Shares | Sponsor | Class B Common Stock
Related Party Transaction [Line Items]
Consideration received | $	$ 25,000
Consideration received, shares	7,187,500
Common shares, shares outstanding (in shares)				8,625,000
Shares subject to forfeiture	1,125,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	20.00%
Restrictions on transfer period of time after business combination completion		1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares		$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D		20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D		30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		150 days
Founder Shares | Sponsor | Class A Common Stock Subject to Redemption
Related Party Transaction [Line Items]
Common shares, shares outstanding (in shares)			1,125,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	Feb. 09, 2021	Mar. 31, 2021	Dec. 02, 2020
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note			$ 300,000
Notes Payable, Related Parties	$ 118,000
Maximum amount of loans payable to related party convertible in to shares.		$ 1,500,000
Purchase price, per unit		$ 10
Proceeds received from private placement		$ 10,475,000
Over-allotment option
Related Party Transaction [Line Items]
Number of units sold	4,500,000
Purchase price, per unit	$ 10
Private Placement
Related Party Transaction [Line Items]
Price of warrant	$ 10
Number of units sold		1,047,500
Purchase price, per unit		$ 10
Proceeds received from private placement		$ 10,500,000
Sponsor
Related Party Transaction [Line Items]
Restrictions on transfer period of time after business combination completion		30 days

Commitments and Contingencies (

Commitments and Contingencies (Details)	3 Months Ended
	Mar. 31, 2021shares
Commitments and Contingencies.
Threshold Number of Days for Registration Statement to Become Effective	45 days
Maximum number of additional shares to be issued | shares	4,500,000

Stockholders' Equity - Preferre

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

Stockholders' Equity - Common S

Stockholders' Equity - Common Stock (Details) - $ / shares	Dec. 02, 2020	Mar. 31, 2021	Feb. 09, 2021	Feb. 04, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Threshold Percentage Of Shares Issued And Outstanding Convertibleupon Business Combination		20.00%
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)		100,000,000			100,000,000
Common shares, par value (in dollars per share)		$ 0.0001			$ 0.0001
Common shares, shares issued (in shares)		2,508,091			0
Common shares, shares outstanding (in shares)		2,508,091			0
Class A Common Stock Subject to Redemption
Class of Stock [Line Items]
Common shares, shares authorized (in shares)		33,039,409			33,039,409
Common shares, par value (in dollars per share)		$ 0.0001			$ 0.0001
Class A common stock subject to possible redemption, outstanding (in shares)		33,039,409			0
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)		10,000,000			10,000,000
Common shares, par value (in dollars per share)		$ 0.0001			$ 0.0001
Common shares, shares issued (in shares)		8,625,000			8,625,000
Common shares, shares outstanding (in shares)		8,625,000			8,625,000
Shares subject to forfeiture			1,125,000		1,125,000
Percentage Of Issued And Outstanding Shares After Initial Public Offering Collectively Held By Initial Stockholders		20.00%
Common stock subject to redemption
Class of Stock [Line Items]
Class A common stock subject to possible redemption, issued (in shares)		33,039,409			0
Sponsor | Founder Shares | Class A Common Stock Subject to Redemption
Class of Stock [Line Items]
Common shares, shares outstanding (in shares)			1,125,000
Sponsor | Founder Shares | Class B Common Stock
Class of Stock [Line Items]
Common shares, shares outstanding (in shares)				8,625,000
Shares subject to forfeiture	1,125,000
Percentage Of Issued And Outstanding Shares After Initial Public Offering Collectively Held By Initial Stockholders	20.00%

Fair Value Measurements (Detail

Fair Value Measurements (Details)	3 Months Ended
	Mar. 31, 2021USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value assets level 1 to level 2 transfers	$ 0
Fair value assets level 2 to level 1 transfers	0
Fair value assets transferred into (out of) level 3	0
Assets:
Investments held in Trust Account	345,012,880
Cash
Assets:
Investments held in Trust Account	4,000
Level 1 | U.S. Treasury Securities
Assets:
Investments held in Trust Account	345,012,881
Level 2 | U.S. Treasury Securities
Assets:
Investments held in Trust Account	0
Level 3 | U.S. Treasury Securities
Assets:
Investments held in Trust Account	$ 0

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	Apr. 21, 2021	Mar. 31, 2021
Subsequent Event [Line Items]
Condition for future business combination threshold Net Tangible Assets		$ 5,000,001
Stock Issued During Period, Value, New Issues		$ 10,474,999
Purchase price, per unit		$ 10
Subscription agreement | Subsequent event
Subsequent Event [Line Items]
Stock Issued During Period, Shares, New Issues	15,500,000
Stock Issued During Period, Value, New Issues	$ 155,000,000
Purchase price, per unit	$ 10