Isleworth Healthcare Acquisition (ISLE) 10-Q 8 Jun 21 2021 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2021	May 24, 2021
Document Information [Line Items]
Amendment Flag	false
Document Type	10-Q
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Document Period End Date	Mar. 31, 2021
Entity Central Index Key	0001837997
Current Fiscal Year End Date	--12-31
Entity Registrant Name	Isleworth Healthcare Acquisition Corp.
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Small Business	true
Document Quarterly Report	true
Document Transition Report	false
Local Phone Number	245-0146
City Area Code	727
Entity Address, Postal Zip Code	33716
Entity Tax Identification Number	86-1216057
Entity Address, Address Line One	970 Lake Carillon Drive, Feather Sound, Suite 300
Entity Address, City or Town	St. Petersburg
Entity File Number	001-40104
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	ISLE
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Entity Current Reporting Status	Yes
Entity Address, State or Province	FL
Entity Incorporation, State or Country Code	DE
Entity Common Stock, Shares Outstanding		26,191,250
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per whole share
Trading Symbol	ISLEW
Security Exchange Name	NASDAQ

Condensed Balance Sheet

Condensed Balance Sheet - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Assets
Cash	$ 766,906
Prepaid expenses	499,452
Due from related party	24,178
Total current assets	1,290,536
Deferred offering costs		$ 77,251
Prepaid expenses - long term portion	113,400
Cash and securities held in Trust Account	207,000,000
Total Assets	208,403,936	77,251
Current liabilities:
Accrued offering costs	41,546	22,670
Accrued expenses	54,119
Promissory note - related party		31,000
Total current liabilities	95,665	53,670
Warrant liability	8,039,859
Total liabilities	8,135,524	53,670
Commitments and Contingencies
Common stock subject to possible redemption, 19,526,841 shares at redemption value	195,268,411
Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0	0
Common stock, $0.0001 par value; 100,000,000 shares authorized; 6,664,409 and 5,175,000 outstanding at (excluding 19,526,841 and 0 shares subject to possible redemption) March 31, 2021 and December 31, 2020, respectively	667	518
Additional paid-in capital		24,482
Retained earnings/(accumulated deficit)	4,999,334	(1,419)
Total Stockholders' equity	5,000,001	23,581
Total Liabilities and Stockholders' Equity	$ 208,403,936	$ 77,251

Condensed Balance Sheet (Parent

Condensed Balance Sheet (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Temporary Equity, Shares Outstanding	19,526,841
Preferred Stock, Par or Stated Value Per Share	$ 0.0001
Preferred Stock, Shares Authorized	1,000,000
Preferred Stock, Shares Issued	0
Preferred Stock, Shares Outstanding	0
Common Stock, Par or Stated Value Per Share	$ 0.0001
Common Stock, Shares Authorized	100,000,000
Common Stock, Shares, Outstanding	6,664,409	5,175,000

Unaudited Condensed Statement o

Unaudited Condensed Statement of Operations	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Operating expenses:
General and administrative costs	$ 157,314
Loss from operations	(157,314)
Other income and (expense)
Interest income	6
Warrant issuance costs	(351,043)
Change in fair value of warrants	6,240,903
Total other income and (expense)	5,889,866
Net lncome	$ 5,732,552
Basic and diluted weighted average Common Stock subject to redemption | shares	18,913,983
Basic and diluted net income per Common stock subject to redemption | shares	0
Basic and diluted weighted average Common Stock | shares	5,873,994
Basic and diluted net income per Common Stock | $ / shares	$ 0.98

Unaudited Condensed Statement_2

Unaudited Condensed Statement of Changes in Stockholders' Equity - 3 months ended Mar. 31, 2021 - USD ($)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Surplus(Deficit) [Member]
Beginning balance at Dec. 31, 2020	$ 23,581	$ 518	$ 24,482	$ (1,419)
Beginning Balance [Shares] at Dec. 31, 2020		5,175,000
Sale of 18,000,000 Units on March 1, 2021 and 2,700,000 Units on March 2, 2021 through public offering and over-allotment	198,094,124	$ 2,070	198,092,054
Sale of 18,000,000 Units on March 1, 2021 and 2,700,000 Units on March 2, 2021 through public offering and over-allotment [Shares]		20,700,000
Sale of 6,140,000 Private Placement Warrants on March 1, 2021 and March 2, 2021 through public offering and over-allotment, net of fair value of warrant liability	765,116		765,116
Issuance of representative shares	3,026,438	$ 32	3,026,406
Issuance of representative warrants	434,882		434,882
Issuance of representative shares [Shares]		316,250
Offering costs	(7,808,281)		(7,808,281)
Common stock subject to possible redemption	$ (195,268,411)	$ (1,953)	(195,266,458)
Common stock subject to possible redemption [Shares]	19,526,841	(19,526,841)
Reclassification of deficit additional paid-in capital to retained earnings			731,799	(731,799)
Net Income	$ 5,732,552			5,732,552
Ending balance at Mar. 31, 2021	$ 5,000,001	$ 667	$ 0	$ 4,999,334
Ending balance [Shares] at Mar. 31, 2021		6,664,409

Unaudited Condensed Statement_3

Unaudited Condensed Statement of Changes in Stockholders' Equity (Parenthetical)	Mar. 02, 2021shares	Mar. 01, 2021shares
Private Placement Warrants [Member]
Number of warrants issued	6,140,000	6,140,000
IPO [Member]
Number of units		18,000,000
Over-Allotment Option [Member]
Number of units	2,700,000

Unaudited Condensed Statement_4

Unaudited Condensed Statement of Cash Flows	3 Months Ended
	Mar. 31, 2021USD ($)
Cash Flows from Operating Activities:
Net Income	$ 5,732,552
Adjustments to reconcile net income to net cash used in operating activities:
Operating expenses paid by sponsor	54,667
Warrant issuance costs	351,043
Change in fair value of warrants	(6,240,903)
Changes in operating assets and liabilities:
Prepaid expenses	(612,852)
Accrued expenses	53,699
Net cash used in operating activities	(661,794)
Cash Flows from Investing Activities:
Investment held in Trust Account	(207,000,000)
Net cash used in investing activities	(207,000,000)
Cash Flows from Financing Activities:
Proceeds from initial public offering, net of underwriting discounts paid	202,860,000
Proceeds from private placement	6,140,000
Repayment of promissory note to related party	(250,000)
Payment of offering costs	(321,300)
Net cash provided by financing activities	208,428,700
Net Change in cash	766,906
Cash - Ending	766,906
Supplemental Disclosure of Non-cash Investing and Financing Activities:
Fair value of representative shares	3,026,438
Fair value of representative warrants	434,882
Initial value of common stock subject to possible redemption, including over-allotment as restated	189,139,827
Change in value of common stock subject to possible redemption	6,128,584
Reclassification of additional paid-in capital to retained earnings	731,799
Initial fair value of warrant liability, as restated	14,280,762
Offering costs paid by Sponsor under promissory note	140,156
Offering costs in accrued offering costs	$ 41,546

Organization and Business Opera

Organization and Business Operation	3 Months Ended
	Mar. 31, 2021
Organization and Business Operation [Abstract]
Organization and Business Operation	Note 1 — Organization and Business Operation Isleworth Healthcare Acquisition Corp. (the “Company”) is a blank check company formed under the laws of the State of Delaware on December 15, 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”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2021, the Company had not commenced any operations. All activity for the period from December 15, 2020 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (“IPO”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income The Company’s Sponsor is Isleworth Healthcare Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on February 24, 2021 (the “Effective Date”). On March 1, 2021, the Company consummated the IPO of units (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 5,600,000 Private Placement Warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating total gross proceeds of $5,600,000. In connection with the IPO, the underwriters were granted a 30 -day option from the date of the prospectus to purchase up to additional units to cover over-allotment, if any. On March 2, 2021, the underwriters fully exercised the over-allotment option. The units were sold at an offering price of per Unit, generating additional gross proceeds of to the Company. Simultaneously with the closing of the over-allotment option, pursuant to certain Warrant Purchase Agreements, the Company completed the private sale of an aggregate of an additional 540,000 Private Placement Warrants to Isleworth Healthcare Sponsor I, LLC and I-Bankers Securities, Inc. at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $540,000. Transaction costs of the IPO amounted to $8,159,324, consisting of $4,140,000 of cash underwriting fees, the fair value of the representative’s warrants of $434,882, the fair value of representative shares of $3,026,438 and $558,004 of other cash offering costs (Note 6). As of March 31, 2021, $766,906 of cash was held outside of the Trust Account (as defined below) and is available for working capital purposes. Following the closing of the IPO and the over-allotment option, which was fully exercised, on March 1, 2021 and March 2, 2021, $207,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was held in a Trust Account (“Trust Account”), and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which will invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes if any, the proceeds from the IPO will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 18 months from the closing of the IPO (the “Combination Period”), or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity, The shares of Common Stock subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have 18 months from the closing of the IPO to complete the initial Business Combination (the “Combination Period”). However, i at a per-share price, payable 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 its board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete its Business Combination within the Combination Period. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial 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 it will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable The Sponsor, officers and directors have agreed to The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to it, or a prospective target business with which it 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 the trust assets, in each case net of the interest which may be released to the Company to pay taxes, 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 and except as to any claims under indemnity of the underwriters of the IPO against certain liabilities, including liabilities under 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 has not asked the Sponsor to reserve for such indemnification obligations, and the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. The Company believes the likelihood of the Sponsor having to indemnify the Trust Account is limited because the Company will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with it 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”). classified the COVID-19 outbreak as of the COVID-19 outbreak continues of the COVID-19 outbreak on of the COVID-19 outbreak on contain the COVID-19 outbreak or by the COVID-19 outbreak and Liquidity and Capital Resources As of March 31, 2021, the Company had $766,906 in its operating bank account, and working capital of $1,244,871. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating our business. However, if the estimate of the costs of identifying a target business, undertaking in-depth Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity 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. Restatement of Previously Issued Financial Statements In May 2021, the Company concluded that, because of a misapplication of the accounting guidance related to its Public and Private Placement Warrants (the “Warrants”) the Company issued in March 2021, the Company’s previously issued balance sheets as of March 1, 2021 on Form 8-K On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheets as opposed to equity. Since issuance on March 1, 2021, the Company’s warrants were accounted for as equity within the Company’s previously reported balance sheets, and after discussion and evaluation, including with the Company’s independent auditors, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement. Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non-cash 815-40, 815-40”). 815-40 Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued balance sheets as of March 1, 2021, should be restated because of a misapplication in the guidance around accounting for certain of its outstanding Warrants to purchase common stock and should no longer be relied upon. Impact of the Restatement The impact to the balance sheet dated March 1, 2021 as adjusted for the closing of the underwriters’ fully exercised over-allotment option, filed on Form 8-K As Previously Restatement As Restated Balance Sheet as of March 1, 2021 as adjusted for exercise of over-allotment (filed on March 5, 2021) Liabilities and stockholders’ equity Total current liabilities $ 29,514 $ — $ 29,514 Warrant liability — 14,280,762 14,280,762 Total liabilities 29,514 14,280,762 14,310,276 Common stock, $0.0001 par value; shares subject to possible redemption 203,581,526 (14,441,699 )(1) 189,139,827 Stockholders’ equity Preferred stock- $0.0001 par value — — — Common stock - $0.0001 par value 583 143 726 Additional paid-in-capital 5,005,398 405,567 5,410,965 Accumulated deficit (5,980 ) (405,710 )(2) (411,690 ) Total stockholders’ equity 5,000,001 — 5,000,001 Total liabilities and stockholders’ equity $ 208,611,041 $ (160,937 ) $ 208,450,104 Note (1) - Include adjustment from Due from Sponsor for additional offering costs of $160,937 paid by Sponsor not previously recorded. (2) Include offering costs of $351,043 allocated to the Public Warrants and expensed immediately.

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — 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 (“U.S. 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 U.S. 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. 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. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus filed by the Company with the SEC on February 26, 2021 which contains the audited financial statements as of December 31, 2020 and notes thereto. 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 Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021. Cash Held in Trust Account At March 31, 2021, the assets held in the Trust Account were held in cash. At March 31, 2021, the Company had $207 million in cash held in the Trust Account. 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, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such 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 are 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, 19,526,841 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. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. The Company allocates the offering costs between common stock and public warrants using relative fair value method, the offering costs allocated to the public warrants will be expensed immediately and offering costs associated with equity components will be charged to stockholders’ e q Accordingly, as of March 31, 2021, the Company incurred offering costs in the aggregate of $ of which $ 7,808,281 have been charged to stockholders’ equity and $ 351,043 was allocated to the public warrants and was expensed immediately. 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. US 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. 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. re-assessed Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument is required within 12 months of the balance sheet date. The Company has determined that both the private and public warrants are a derivative instrument. Net Income Per Common Share Net income per common stock is computed by dividing net income by the weighted average number of common stock outstanding for each of the periods. The calculation of diluted income per common stock does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment and (iii) Private Placement since the exercise price of the warrants is in excess of the average common stock price for the period and therefore the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 17,059,250 shares of common stock in the aggregate. The Company’s statement of operations include a presentation of income two-class income income non-redeemable income non-redeemable Non-redeemable For the three Common stock subject to possible redemption Numerator: Net income allocable to common stock subject to possible redemption Amortized Interest income on marketable securities held in trust $ — Less: interest available to be withdrawn for payment of taxes (— ) Net income allocable to common stock subject to possible redemption $ — Denominator: Weighted Average Redeemable common stock Redeemable Common Stock, Basic and Diluted 18,913,983 Basic and Diluted net income per share, Redeemable Common Stock $ — Non-Redeemable Numerator: Net Income minus Redeemable Net Earnings Net Income $ 5,732,552 Redeemable Net Earnings — Non-Redeemable Income $ 5,732,552 Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding, common stock 5,873,994 Basic and diluted net income $ 0.98 Income T 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 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. Recent Accounting Pronouncements 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 [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering On March 1, 2021, the Company sold , per Unit. Each Unit consists of one share of common stock and one-half of one warrant to purchase one share of common stock. Each whole Public Warrant entitles the holder to purchase per share, subject to adjustment. On March 2, 2021, the underwriters purchased an additional 2,700,000 Units to exercise its over-allotment option in full at a purchase price of $10.00 per warrant, generating gross proceeds of $ .

Private Placement

Private Placement	3 Months Ended
	Mar. 31, 2021
Private Placement [Abstract]
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor and I-Bankers Securities, Inc. (“I-Bankers”) purchased an aggregate of warrants at a price of per warrant ($5,600,000 in the aggregate) in a private placement. Of such amount, Private Placement Warrants were be purchased by the Sponsor and 1,120,000 Private Placement Warrants were purchased by I-Bankers. Simultaneously with the closing of the over-allotment option, pursuant to certain Warrant Purchase Agreements, the Company completed the private sale of an aggregate of an additional 540,000 Private Placement Warrants to the Sponsor and I-Bankers at a purchase price of $ 1.00 per Private Placement Warrant, generating gross proceeds to the Company of $540,000 . Of such amount, 432,000 Private Placement Warrants were purchased by the Sponsor and 108,000 Private Placement Warrants were purchase by I-Bankers. The Private Placement Warrants are identical to the warrants included in the Units sold in the IPO, except that the Private Placement Warrants: (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, as described in the IPO, in each case so long as they are held by the initial purchasers or any of their permitted transferees. If the Private Placement Warrants are held by holders other than the initial purchasers or any of their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On December 31, 2020, the Sponsor paid $25,000 , shares of Common Stock, par value $0.0001 (the “Founder Shares”). On February 24, 2021, as part of an upsizing of the IPO, the Company effected a 1.2-for-1 dividend resulting in the Sponsor holding Founder Shares. Up to Founder Shares were Founder Shares are no longer subject to forfeiture since then. With certain limited exceptions, the Founder Shares are not transferable, assignable or salable (except to the Company’s officers and directors and other persons or entities affiliated with the Company’s initial stockholders, each of whom will be subject to the same transfer restrictions) until the earlier of one year after the completion of our initial Business Combination or earlier if, (x) subsequent to the initial Business Combination, the last sale price of the Common Stock equals or exceeds 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 property (the “lock-up”). Promissory Note — Related Party On December 29, 2020, the Sponsor agreed to loan the Company up to to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured $250,000 of offering expenses from the IPO under the promissory note. The Company repaid the note in full on March 2, 2021. Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Company’s initial stockholders or an affiliate of the initial stockholders or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial Business Combination, it would repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of Working Capital Loans may be, at the option of the lender, convertible into warrants at a price of per warrant of the post Business Combination entity. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. The terms of the Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Company does not expect to seek loans from parties other than the initial stockholders or an affiliate of the initial stockholders or certain officers and directors as it does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. At March 31, 2021, no such Working Capital Loans were outstanding. Administrative Service Fee On February 24, 2021, the Company entered into an Administrative Services Agreement pursuant to which the Company will pay an affiliate of one of the Company’s officers a total of $5,000 per month for office space, utilities, secretarial support and other administrative and consulting services. Upon completion of the initial Business Combination or liquidation, the Company will cease paying these monthly fees. As of March 31, the Company had incurred $ 5,000 for the administrative services.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, the Private Placement Warrants (and underlying securities) and Private Placement Warrants that may be issued upon conversion of Working Capital Loans (and any underlying securities) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the closing date of the IPO requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period described Underwriters Agreement The underwriters had a 30-day option beginning discounts. On March 1, 2021, the Company paid an underwriting discount of $3,600,000. On March 2, 2021, the underwriters purchased an additional 2,700,000 units to exercise its over-allotment option in full. The proceeds of $27,000,000 from the over-allotment was deposited in the Trust Account. Business Combination Marketing Agreement The Company has engaged I-Bankers as an will pay I-Bankers a cash Representative Shares Upon closing of IPO and exercise of over-allotment in full, the Company issued to I-Bankers an aggregate of 316,250 shares of common stock (the “Representative Shares”). The fair value of the Representative Shares was estimated to be $ (See Note 7) and were treated as underwriters’ compensation. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares without the Company’s prior consent until the completion of the initial Business Combination. In addition, the holders of the Representative Shares 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 the initial 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 its initial Business Combination within the Combination Period. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a to the lock-up restriction above Representative Warrants Upon closing of IPO and exercise of over-allotment in full, the Company agreed to grant to I-Bankers (and/or its designees) an aggregate of 569,250 warrants exercisable at $12.00 per share for an aggregate exercise price of $ 6,831,000, exercisable at any time during the period commencing on the later of the first anniversary of the February 24, 2021 and the closing of the Company’s initial business combination and terminating on the fifth anniversary of such effectiveness date. Notwithstanding anything to the contrary, I-Bankers has The warrants may be exercised for cash or on a cashless basis, at the holder’s option, at any time during the period commencing on the later of the first anniversary of February 24, 2021 and the closing of initial business combination and terminating on the fifth anniversary of such effectiveness date. The warrants and such shares purchased pursuant to the warrants have been deemed compensation by FINRA and are therefore subject to a lock-up for days immediately following February 24, 2021 except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. The warrants may be cashlessly exercised and grant to holders demand and “piggy back” rights for periods of five and seven years, respectively, from February 24, 2021

Warrant Liability

Warrant Liability	3 Months Ended
	Mar. 31, 2021
Warrant Liability [Abstract]
Warrant Liability	Note 7 — Warrant Liability The Company has outstanding warrants to purchase an aggregate of 16,490,000 shares of the Company’s common stock issued in connection with the Initial Public Offering and the Private Placement (including warrants issued in connection with the consummation of the Over-allotment). Each whole warrant entitles the holder to purchase one Common Stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time on the later of 30 days after the completion of an initial Business Combination or 12 months from the closing of the IPO. The warrants will expire on the fifth anniversary of the completion of an initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the initial Business Combination, it will use its reasonable best efforts to file, and within 60 business days after the closing of the initial Business Combination, to have declared effective, a registration statement relating to the shares of Common Stock issuable upon exercise of the warrants and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Company’s Common Stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but will use its best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may call the warrants for redemption: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and • if, and only if, the reported last sale price of the Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends to the notice of redemption to the warrant holders. 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 the initial Business Combination at an issue price or effective issue price of less than per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor, initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of our Common Stock during the trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The warrant agreement contains an Alternative Issuance provision that if less than 70% of the consideration receivable by the holders of the ordinary shares in the Business Combination is payable in the form of common equity in the successor entity, and if the holders of the warrants properly exercises the warrants within thirty days following the public disclosure of the consummation of Business Combination by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per Share Consideration” means (i) if the consideration paid to holders of the ordinary shares consists exclusively of cash, the amount of such cash per ordinary shares, and (ii) in all other cases, the volume weighted average price of the ordinary shares as reported during the ten-trading The Company believes that the Alternative Issuance provision and the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a “fixed-for-fixed” The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the IPO. Accordingly, the Company has classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement re-measurement, warrant liability upon issuance as of March 1, 2021 as adjusted for the closing of the Underwriters’ fully exercised over-allotment option. For the three months ended March 31, 2021, the Company recorded a change in the fair value of the warrant liabilities in the amount of approximately $(6,240,903) on the statement of operations, resulting in warrant liabilities of $8,039,859 as of March 31, 2021 on the condensed balance sheet. The change in fair value of the warrant liabilities is summarized as follows: Warrant liability at March 1, 2021, as adjusted for over-allotment (as restated) $ 14,280,762 Change in fair value of warrant liabilities (6,240,903 ) Warrant liabilities at March 31, 2021 $ 8,039,859 The estimated fair value of the warrant liability at March 1, 2021, was determined using Level 3 inputs. Inherent in a Monte Carlo options pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on projected volatility of comparable public companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The Underwriter warrants were not determined to be derivative liabilities and only valued at issuance. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 fair value measurement to a Level 1 fair value measurement as of March 31, 2021 was $4,828,275 which was determined based on then trading price , and the Private Warrants were valued with Level 3 fair value measurement inputs as of March 31, 2021. The following table provides quantitative information regarding Level 3 fair value measurements as of March 31, 2021 and March 1, 2021 (date of issuance): March 31, March 1, Exercise price $ 11.50 $ 11.50 Share price $ 9.69 $ 9.57 Volatility 11.5 % 14.1 % Expected life of the options to convert 6.30 6.38 Risk-free rate 1.23 % 0.99 % Dividend yield — % — % Likelihood of completing a business combination 95 % 95 %

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 8 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured 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: March 31, Quoted Significant Significant Assets: Cash held in Trust Account $ 207,000,000 $ 207,000,000 $ — $ — $ 207,000,000 $ 207,000,000 $ — $ — Liabilities: Warrant liability - Public Warrants $ 4,828,275 $ 4,828,275 $ — $ — Warrant liability – Private Warrants 3,211,584 3,211,584 $ 8,039,859 $ 4,828,275 $ — $ 3,211,584

Stockholder's Equity

Stockholder's Equity	3 Months Ended
	Mar. 31, 2021
Stockholders' Equity Note [Abstract]
Stockholder's Equity	Note 9 — Stockholder’s Equity Preferred Stock Common Stock Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Common stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.

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 up to the date that the financial statement was issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.

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 are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. 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 U.S. 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. 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. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus filed by the Company with the SEC on February 26, 2021 which contains the audited financial statements as of December 31, 2020 and notes thereto.
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
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021.
Cash Held in Trust Account	Cash Held in Trust Account At March 31, 2021, the assets held in the Trust Account were held in cash. At March 31, 2021, the Company had $207 million in cash held in the Trust Account.
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, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such 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 are 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, 19,526,841 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.
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. The Company allocates the offering costs between common stock and public warrants using relative fair value method, the offering costs allocated to the public warrants will be expensed immediately and offering costs associated with equity components will be charged to stockholders’ e q Accordingly, as of March 31, 2021, the Company incurred offering costs in the aggregate of $ of which $ 7,808,281 have been charged to stockholders’ equity and $ 351,043 was allocated to the public warrants and was expensed immediately.
Fair Value Measurements	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. US 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.
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. re-assessed Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument is required within 12 months of the balance sheet date. The Company has determined that both the private and public warrants are a derivative instrument.
Net Income Per Common Share	Net Income Per Common Share Net income per common stock is computed by dividing net income by the weighted average number of common stock outstanding for each of the periods. The calculation of diluted income per common stock does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment and (iii) Private Placement since the exercise price of the warrants is in excess of the average common stock price for the period and therefore the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 17,059,250 shares of common stock in the aggregate. The Company’s statement of operations include a presentation of income two-class income income non-redeemable income non-redeemable Non-redeemable For the three Common stock subject to possible redemption Numerator: Net income allocable to common stock subject to possible redemption Amortized Interest income on marketable securities held in trust $ — Less: interest available to be withdrawn for payment of taxes (— ) Net income allocable to common stock subject to possible redemption $ — Denominator: Weighted Average Redeemable common stock Redeemable Common Stock, Basic and Diluted 18,913,983 Basic and Diluted net income per share, Redeemable Common Stock $ — Non-Redeemable Numerator: Net Income minus Redeemable Net Earnings Net Income $ 5,732,552 Redeemable Net Earnings — Non-Redeemable Income $ 5,732,552 Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding, common stock 5,873,994 Basic and diluted net income $ 0.98
Income Taxes	Income T 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 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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements 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.

Organization and Business Ope_2

Organization and Business Operation (Tables)	3 Months Ended
	Mar. 31, 2021
Organization and Business Operation [Abstract]
Summary of Impact of the Restatement on Financial Statements	As Previously Restatement As Restated Balance Sheet as of March 1, 2021 as adjusted for exercise of over-allotment (filed on March 5, 2021) Liabilities and stockholders’ equity Total current liabilities $ 29,514 $ — $ 29,514 Warrant liability — 14,280,762 14,280,762 Total liabilities 29,514 14,280,762 14,310,276 Common stock, $0.0001 par value; shares subject to possible redemption 203,581,526 (14,441,699 )(1) 189,139,827 Stockholders’ equity Preferred stock- $0.0001 par value — — — Common stock - $0.0001 par value 583 143 726 Additional paid-in-capital 5,005,398 405,567 5,410,965 Accumulated deficit (5,980 ) (405,710 )(2) (411,690 ) Total stockholders’ equity 5,000,001 — 5,000,001 Total liabilities and stockholders’ equity $ 208,611,041 $ (160,937 ) $ 208,450,104 Note (1) - Include adjustment from Due from Sponsor for additional offering costs of $160,937 paid by Sponsor not previously recorded. (2) Include offering costs of $351,043 allocated to the Public Warrants and expensed immediately.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Summary of basic and diluted loss per share of common stock	For the three Common stock subject to possible redemption Numerator: Net income allocable to common stock subject to possible redemption Amortized Interest income on marketable securities held in trust $ — Less: interest available to be withdrawn for payment of taxes (— ) Net income allocable to common stock subject to possible redemption $ — Denominator: Weighted Average Redeemable common stock Redeemable Common Stock, Basic and Diluted 18,913,983 Basic and Diluted net income per share, Redeemable Common Stock $ — Non-Redeemable Numerator: Net Income minus Redeemable Net Earnings Net Income $ 5,732,552 Redeemable Net Earnings — Non-Redeemable Income $ 5,732,552 Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding, common stock 5,873,994 Basic and diluted net income $ 0.98

Warrant Liability (Tables)

Warrant Liability (Tables)	3 Months Ended
	Mar. 31, 2021
Warrant Liability [Abstract]
Summary of Change in Fair Value of the Warrant Liabilities	The change in fair value of the warrant liabilities is summarized as follows: Warrant liability at March 1, 2021, as adjusted for over-allotment (as restated) $ 14,280,762 Change in fair value of warrant liabilities (6,240,903 ) Warrant liabilities at March 31, 2021 $ 8,039,859
Summary of Fair Value Measurement Inputs and Valuation Techniques	The following table provides quantitative information regarding Level 3 fair value measurements as of March 31, 2021 and March 1, 2021 (date of issuance): March 31, March 1, Exercise price $ 11.50 $ 11.50 Share price $ 9.69 $ 9.57 Volatility 11.5 % 14.1 % Expected life of the options to convert 6.30 6.38 Risk-free rate 1.23 % 0.99 % Dividend yield — % — % Likelihood of completing a business combination 95 % 95 %

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Summary of Fair Value, Assets Measured on Recurring Basis	The following table presents information about the Company’s assets and liabilities that are measured 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: March 31, Quoted Significant Significant Assets: Cash held in Trust Account $ 207,000,000 $ 207,000,000 $ — $ — $ 207,000,000 $ 207,000,000 $ — $ — Liabilities: Warrant liability - Public Warrants $ 4,828,275 $ 4,828,275 $ — $ — Warrant liability – Private Warrants 3,211,584 3,211,584 $ 8,039,859 $ 4,828,275 $ — $ 3,211,584

Organization and Business Ope_3

Organization and Business Operations - Additional Information (Detail) - USD ($)	Mar. 02, 2021	Mar. 01, 2021	Mar. 31, 2021
Stock Issued During Period, Shares, New Issues		18,000,000
Sale of stock, price per share		$ 10
Gross proceeds from initial public offering			$ 198,094,124
Other cash offering costs			0
Cash held in trust account available for working capital			0
Business combination, net assets		$ 5,000,001
Interest paid on dissolution expenses		$ 100,000
Amount held in trust account, anticipated price per share		$ 10
Description of sponsor agreement		The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to it, or a prospective target business with which it 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 the trust assets, in each case net of the interest which may be released to the Company to pay taxes, 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 and except as to any claims under indemnity of the underwriters of the IPO against certain liabilities, including liabilities under 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.
Operating bank account			766,906
Working capital			1,244,871
Additional proceeds from issuance of stock			$ 202,860,000
State of incorporation			DE
Date of incorporation			Dec. 15, 2020
Number of warrants issued	540,000	5,600,000
Class of warrant or right, exercise price of warrants or rights	$ 1	$ 1	$ 1
Class of warrant or right, value	$ 540,000	$ 5,600,000	$ 5,600,000
Number of shares entitlement per warrant	540,000	5,600,000
Exercise price of warrants	$ 1	$ 1	$ 1
Cash			$ 766,906
Percentage of public shares to be redeemed in case business combination is not consummated	100.00%
Business combination period	18 months
Reclassification of warrant from temporary equity to derivative liability		$ 14,000,000
Due from related party			24,178
Warrant issuance costs			$ 351,043
Sponsor [Member]
sponser name			Isleworth Healthcare Sponsor I, LLC
State of incorporation			DE
Due from related party			$ 160,937
Money Market Funds [Member]
Investments maturity term		185 days
IPO [Member]
Cash offering costs			558,004
Underwriting discount			4,140,000
Fair value of warrants			434,882
Fair value of shares			3,026,438
Stock Issuance Costs			$ 8,159,324
Over-Allotment Option [Member]
Stock Issued During Period, Shares, New Issues	2,700,000		2,700,000
Sale of stock, price per share	$ 10
Gross proceeds from initial public offering	$ 27,000,000
Threshold limit of option granted to exercise additional shares			30 days
Additional proceeds from issuance of stock	$ 27,000,000
Common Stock [Member]
Stock Issued During Period, Shares, New Issues			20,700,000
Gross proceeds from initial public offering			$ 2,070
Common Stock [Member] | IPO [Member]
Sale of stock, price per share		$ 10
Gross proceeds from initial public offering		$ 180,000,000

Organization and Business Ope_4

Organization and Business Operations - Summary of Impact of the Restatement on Financial Statements (Detail) - USD ($)		Mar. 31, 2021	Mar. 01, 2021	Dec. 31, 2020
Liabilities and Stockholders' Equity:
Total current liabilities		$ 95,665	$ 29,514	$ 53,670
Warrant liability			14,280,762
Total liabilities		8,135,524	14,310,276	53,670
Common stock, $0.0001 par value; shares subject to possible redemption		195,268,411	189,139,827
Stockholders' Equity:
Preferred stock—$0.0001 par value		0	0	0
Common stock—$0.0001 par value		667	726	518
Additional paid-in capital			5,410,965	24,482
Accumulated surplus (deficit)		4,999,334	(411,690)	(1,419)
Total stockholders' equity		5,000,001	5,000,001	23,581
Total Liabilities and Stockholders' Equity		$ 208,403,936	208,450,104	$ 77,251
As Previously Reported [Member]
Liabilities and Stockholders' Equity:
Total current liabilities			29,514
Warrant liability			0
Total liabilities			29,514
Common stock, $0.0001 par value; shares subject to possible redemption			203,581,526
Stockholders' Equity:
Preferred stock—$0.0001 par value			0
Common stock—$0.0001 par value			583
Additional paid-in capital			5,005,398
Accumulated surplus (deficit)			(5,980)
Total stockholders' equity			5,000,001
Total Liabilities and Stockholders' Equity			208,611,041
Restatement Adjustment [Member]
Liabilities and Stockholders' Equity:
Total current liabilities			0
Warrant liability			14,280,762
Total liabilities			14,280,762
Common stock, $0.0001 par value; shares subject to possible redemption	[1]		(14,441,699)
Stockholders' Equity:
Preferred stock—$0.0001 par value			0
Common stock—$0.0001 par value			143
Additional paid-in capital			405,567
Accumulated surplus (deficit)	[2]		(405,710)
Total stockholders' equity			0
Total Liabilities and Stockholders' Equity			$ (160,937)
[1]	Include adjustment from Due from Sponsor for additional offering costs of $160,937 paid by Sponsor not previously recorded.
[2]	Include offering costs of $351,043 allocated to the Public Warrants and expensed immediately.

Significant Accounting Polici_4

Significant Accounting Policies - Summary of basic and diluted loss per share of common stock (Detail)	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Numerator: Net income allocable to common stock subject to possible redemption
Interest income	$ 6
Less: interest available to be withdrawn for payment of taxes	$ 0
Denominator: Weighted Average Redeemable common stock
Redeemable Common Stock, Basic and Diluted | shares	5,873,994
Basic and diluted net income per Common Stock | $ / shares	$ 0.98
Numerator: Net Income minus Redeemable Net Earnings
Net Income	$ 5,732,552
Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding, common stock | shares	5,873,994
Basic and diluted net income per share, common stock | $ / shares	$ 0.98
Common stock subject to possible redemption [Member]
Numerator: Net income allocable to common stock subject to possible redemption
Interest income	$ 0
Net income allocable to common stock subject to possible redemption	$ 0
Denominator: Weighted Average Redeemable common stock
Redeemable Common Stock, Basic and Diluted | shares	18,913,983
Basic and diluted net income per Common Stock | $ / shares	$ 0
Numerator: Net Income minus Redeemable Net Earnings
Redeemable Net Earnings	$ 0
Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding, common stock | shares	18,913,983
Basic and diluted net income per share, common stock | $ / shares	$ 0
Non-Redeemable Common Stock [Member]
Numerator: Net income allocable to common stock subject to possible redemption
Net income allocable to common stock subject to possible redemption	$ 0
Denominator: Weighted Average Redeemable common stock
Redeemable Common Stock, Basic and Diluted | shares	5,873,994
Basic and diluted net income per Common Stock | $ / shares	$ 0.98
Numerator: Net Income minus Redeemable Net Earnings
Net Income	$ 5,732,552
Redeemable Net Earnings	0
Non-Redeemable Net Income	$ 5,732,552
Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding, common stock | shares	5,873,994
Basic and diluted net income per share, common stock | $ / shares	$ 0.98

Significant Accounting Polici_5

Significant Accounting Policies - Additional Information (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Federal depository insurance coverage amount	$ 250,000
Unrecognized tax benefits	0	$ 0
Cash held in trust account	207,000,000
Warrant issuance costs	$ 351,043
Number of common stock converted by warrant exercise	17,059,250
Common stock subject to possible redemption [Shares]	19,526,841
Offering cost	$ 8,159,324
Stock issued related cost	$ 7,808,281
Debt conversion converted instrument term	12 months
Public Warrants [Member]
Warrant issuance costs	$ 351,043
Trust Account [Member]
Cash held in trust account	$ 207,000,000

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - USD ($)	Mar. 02, 2021	Mar. 01, 2021	Mar. 31, 2021
Stock shares issued during the period		18,000,000
Sale of stock issue price per share		$ 10
Number of shares entitlement per warrant	540,000	5,600,000
Additional public share issued under forward purchase agreement, shares	2,700,000
Shares issued, price per share	$ 10
Additional proceeds from issuance of stock			$ 202,860,000
Over-Allotment Option [Member]
Stock shares issued during the period	2,700,000		2,700,000
Sale of stock issue price per share	$ 10
Additional proceeds from issuance of stock	$ 27,000,000
Public Warrants [Member]
Number of shares entitlement per warrant		11.50

Private Placement - Additional

Private Placement - Additional Information (Detail) - USD ($)	Mar. 02, 2021	Mar. 01, 2021	Mar. 31, 2021
Number of warrants issued	540,000	5,600,000
Class of warrant or right, exercise price of warrants or rights	$ 1	$ 1	$ 1
Class of Warrant or Right, Value	$ 540,000	$ 5,600,000	$ 5,600,000
Proceeds from private placement			$ 6,140,000
Sponsor [Member] | Over-Allotment Option [Member]
Number of warrants issued			432,000
I-Bankers [Member] | Over-Allotment Option [Member]
Number of warrants issued			108,000
Private Placement Warrants [Member]
Number of warrants issued			5,600,000
Class of warrant or right, exercise price of warrants or rights			$ 1
Number of warrants issued	6,140,000	6,140,000
Private Placement Warrants [Member] | I-Bankers [Member]
Number of warrants issued	1,120,000
Private Placement Warrants [Member] | Sponsor [Member]
Number of warrants issued	4,480,000
Private Placement Warrants [Member] | Isleworth Healthcare Sponsor [Member]
Class of warrants and rights issued during the period			540,000
Class of warrants and rights issued, price per warrant			$ 1
Proceeds from private placement			$ 540,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)	Mar. 02, 2021	Mar. 01, 2021	Feb. 24, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 29, 2020
Sale of stock, price per share		$ 10
Stock shares issued during the period		18,000,000
Shares outstanding				6,664,409	5,175,000
Sale price of the common stock equals or exceeds				$ 12
Debt conversion, warrants issued				$ 1,500,000
Class of warrant or right, exercise price of warrants or rights	$ 1	$ 1		$ 1
Payments of fee for related party services				$ 0
Repayment of oustanding balance of related party debt				250,000
Working loans outstanding				0
Related party transaction, selling, general and administrative expenses from transactions with related party				5,000
IPO [Member]
offering expenses				$ 250,000
Office space, utilities, secretarial support and other administrative and consulting services [Member]
Related party transaction amounts of transaction per month			$ 5,000
Founder Shares [Member]
Number of specific trading days for determining share price				20 days
Total number of trading days for determining the share price				30 days
Waiting time after which share price is considered				150 days
Sponsor [Member] | Promissory Note [Member] | Related Party Debt [Member]
Repayment of oustanding balance of related party debt	$ 0
Debt instrument face amount						$ 600,000
Sponsor [Member] | Founder Shares [Member]
Related party transaction, amounts paid					$ 25,000
Sale of stock, price per share					$ 0.006
Stock shares issued during the period					4,312,500
Conversion of stock			1.2-for-1 stock
Shares outstanding			5,175,000
Ordinary shares were subject to forfeiture	675,000		675,000

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) - USD ($)	Mar. 02, 2021	Mar. 01, 2021	Feb. 24, 2021	Mar. 31, 2021	Mar. 31, 2021
Stock Issued During Period, Shares, New Issues		18,000,000
Stock Issued During Period, Value, New Issues					$ 198,094,124
Exercise price per share of warrants	$ 1	$ 1		$ 1	$ 1
Representatives Warrants [Member] | FINRA [Member]
Shares Lock Up Period		180 days
Representative Shares [Member] | FINRA [Member]
Shares Lock Up Period		180 days
I-Bankers [Member] | Representatives Warrants [Member]
Stock Issued During Period, Shares, New Issues		569,250
Stock Issued During Period, Value, New Issues		$ 6,831,000
Exercise price per share of warrants		$ 12
I-Bankers [Member] | Representative Shares [Member]
Stock Issued During Period, Shares, New Issues				316,250
Stock Issued During Period, Value, New Issues				$ 3,026,438
IPO [Member]
Percentage of Gross proceed of initial public offering				3.50%	3.50%
IPO [Member] | Representatives Warrants [Member] | FINRA [Member]
Shares Lock Up Period			180 days
IPO [Member] | Representative Shares [Member] | FINRA [Member]
Shares Lock Up Period			180 days
Over-Allotment Option [Member]
Threshold limit of option granted to exercise additional shares					30 days
Stock Issued During Period, Shares, New Issues	2,700,000				2,700,000
Payments for Underwriting Expense		$ 3,600,000
Stock Issued During Period, Value, New Issues	$ 27,000,000
Over-Allotment Option [Member] | Underwriters Commitment [Member]
Threshold limit of option granted to exercise additional shares		30 days
Additional Sale of Stock, Number of units Issued				2,700,000

Warrant Liability - Additional

Warrant Liability - Additional Information (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 02, 2021	Mar. 01, 2021
Warrants and Rights Outstanding	$ 8,039,859
Warrant liability	8,039,859		$ 14,280,762
Change in fair value of warrants	$ (6,240,903)
Exercise price of warrants	$ 1	$ 1	$ 1
Public Warrants [Member]
Warrants and Rights Outstanding	$ 4,828,275
Fair value, liabilities, level 3 to level 1 transfers, amount	$ 4,828,275
Share Price Equal or Exceeds Eighteen Rupees per dollar [Member]
Share Redemption Trigger Price	$ 18
Class of Warrant or Right, Exercise Price Adjustment Percentage Higher of Market Value	180.00%
Warrant [Member]
Exercise price of warrants	$ 11.50
Class of Warrant or Right, Term period	5 years
Common Stock [Member] | Share Price Equal or Exceeds Eighteen Rupees per dollar [Member]
Share Price	$ 18
Number of consecutive trading days for determining the share price	20 days
Number of trading days for determining the share price	30 days
IPO [Member] | Warrant [Member]
Class of warrant or right redemption threshold consecutive trading days	30 days
Class of warrant or right, threshold period for exercise from date of closing public offering	12 months
Over-Allotment Option [Member] | Common Stock [Member]
Warrants and Rights Outstanding	$ 16,490,000
Common Class A | Minimum
Percentage of consideration received by common share holders	70.00%

Warrant Liability - Summary of

Warrant Liability - Summary of Change in Fair Value of the Warrant Liabilities (Detail)	3 Months Ended
	Mar. 31, 2021USD ($)
Warrant Liability [Abstract]
Warrant liabilities, Beginning Balance	$ 14,280,762
Change in fair value of warrant liabilities	(6,240,903)
Warrant liabilities, Ending Balance	$ 8,039,859

Warrant Liability - Fair Value

Warrant Liability - Fair Value Measurement Inputs and Valuation Techniques (Detail) - Level 3 [Member]	Mar. 31, 2021dyr	Mar. 01, 2021dyr
Exercise price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	11.50	11.50
Share price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	9.69	9.57
Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	11.5	14.1
Expected life of the options to convert [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input | yr	6.30	6.38
Risk-free rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	1.23	0.99
Dividend yield [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0	0
Likelihood of completing a business combination [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	95	95

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Fair Value, Assets Measured on Recurring Basis (Detail)	Mar. 31, 2021USD ($)
Assets:
Cash held in Trust Account	$ 207,000,000
Liabilities:
Warrants and rights outstanding	8,039,859
Public Warrants [Member]
Liabilities:
Warrants and rights outstanding	4,828,275
Private Placement Warrants [Member]
Liabilities:
Warrants and rights outstanding	3,211,584
Level 1 [Member]
Assets:
Cash held in Trust Account	207,000,000
Liabilities:
Warrants and rights outstanding	4,828,275
Level 1 [Member] | Public Warrants [Member]
Liabilities:
Warrants and rights outstanding	4,828,275
Level 2 [Member]
Liabilities:
Warrants and rights outstanding	0
Level 3 [Member]
Liabilities:
Warrants and rights outstanding	3,211,584
Level 3 [Member] | Private Placement Warrants [Member]
Liabilities:
Warrants and rights outstanding	$ 3,211,584

Stockholder's Equity - Addition

Stockholder's Equity - Additional Information (Detail) - $ / shares	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Preferred Stock, Shares Authorized	1,000,000
Preferred Stock, No Par Value	$ 0.0001
Preferred Stock, Shares Issued	0
Preferred Stock, Shares Outstanding	0
Common Stock, Shares Authorized	100,000,000
Common Stock, No Par Value	$ 0.0001
Common Stock, Shares, Issued	6,664,409
Common Stock, Shares, Outstanding	6,664,409	5,175,000
Common Stock, Shares, shares subject to possible redemption	19,526,841
Common Stock [Member]
Stock conversion basis	Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders.