Redbox Entertainment (RDBX) 10-K/A22 Nov 212020 FY Annual report (amended)Financial data

Company Profile

Document and Entity Information

Document and Entity Information - USD ($)	5 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2020	Mar. 30, 2021
Document Information [Line Items]
Document Type	10-K/A
Document Period End Date	Dec. 31, 2020
Document Transition Report	false
Entity File Number	001-39741
Entity Registrant Name	REDBOX ENTERTAINMENT INC
Entity Well-known Seasoned Issuer	No
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2157010
Entity Voluntary Filers	No
Entity Address, Address Line One	1 Tower Lane, Suite 800
Entity Address, City or Town	Oakbrook Terrace
Entity Address State Or Province	IL
Entity Address, Postal Zip Code	60181
City Area Code	630
Local Phone Number	756-8000
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 Public Float	$ 144,037,500
Entity Central Index Key	0001820201
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Amendment Flag	true
Document Annual Report	true
Amendment Description	Amendment No.2
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	RDBX
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		14,375,000
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		3,593,750
Warrants, each exercisable for one share Class A Common Stock for $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase Class A common stock
Trading Symbol	RDBXW
Security Exchange Name	NASDAQ

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS	Dec. 31, 2020USD ($)
Current Assets:
Cash	$ 948,584
Prepaid expenses	308,515
Total current assets	1,257,099
Investments held in Trust Account	145,194,202
Total Assets	146,451,301
Current liabilities:
Accounts payable and accrued expenses	118,844
Due to related party	10,000
Total current liabilities	128,844
Deferred underwriting fee payable	5,031,250
Warrant liability	17,322,751
Total Liabilities	22,482,845
Commitments and contingencies
Class A common stock subject to possible redemption,14,375,000 shares at redemption value	145,194,202
Stockholders' Equity (Deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0
Accumulated deficit	(21,226,105)
Total Stockholders' Equity (Deficit)	(21,225,746)
Total Liabilities and Stockholders' Equity (Deficit)	146,451,301
Class B Common Stock
Stockholders' Equity (Deficit):
Common stock	$ 359

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical)	Dec. 31, 2020$ / sharesshares
Preferred stock, par value \| $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Class A Common Stock
Shares subject to possible redemption	14,375,000
Common stock, par value \| $ / shares	$ 0.0001
Common stock, shares authorized	100,000,000
Common stock, shares issued	0
Common stock, shares outstanding	0
Class B Common Stock
Common stock, par value \| $ / shares	$ 0.0001
Common stock, shares authorized	10,000,000
Common stock, shares issued	3,593,750
Common stock, shares outstanding	3,593,750

STATEMENT OF OPERATIONS

STATEMENT OF OPERATIONS	5 Months Ended
STATEMENT OF OPERATIONS	Dec. 31, 2020USD ($)$ / sharesshares
Formation and operating costs	$ 191,371
Loss from Operations	(191,371)
Other income (expense):
Interest Income from securities held in Trust Account	6,702
Transaction costs allocable to warrant liability	(861,400)
Compensation Expense - private placement warrants	(2,297,689)
Change in fair value of warrant liability	5,441,188
Total other income (expense)	2,288,801
Net income (loss)	$ 2,097,430
Class A Common Stock
Other income (expense):
Weighted Average Number of Shares Outstanding, Basic \| shares	2,605,469
Weighted Average Number of Shares Outstanding, Diluted \| shares	2,605,469
Basic income per share (in dollar per share) \| $ / shares	$ 0.34
Diluted income per share (in dollar per share) \| $ / shares	$ 0.34
Class A common stock subject to possible redemption
Other income (expense):
Weighted Average Number of Shares Outstanding, Basic \| shares	2,605,469
Weighted Average Number of Shares Outstanding, Diluted \| shares	2,605,469
Basic income per share (in dollar per share) \| $ / shares	$ 0.34
Diluted income per share (in dollar per share) \| $ / shares	$ 0.34
Class B non-redeemable common stock
Other income (expense):
Weighted Average Number of Shares Outstanding, Basic \| shares	3,593,750
Weighted Average Number of Shares Outstanding, Diluted \| shares	3,593,750
Basic income per share (in dollar per share) \| $ / shares	$ 0.34
Diluted income per share (in dollar per share) \| $ / shares	$ 0.34

STATEMENT OF OPERATIONS (Parent

STATEMENT OF OPERATIONS (Parentheticals)	Dec. 31, 2020shares
Over-allotment
Shares subject to forfeiture	468,750

STATEMENT OF CHANGES IN STOCKHO

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - 5 months ended Dec. 31, 2020 - USD ($)	Class A Common StockCommon Stock [Member]	Class B Common StockCommon Stock [Member]	Additional Paid-in Capital	Accumulated Income (Deficit)	Total
Balance at the beginning at Jul. 23, 2020	$ 0	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Jul. 23, 2020	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B common stock to initial Stockholders		$ 359	24,641		25,000
Issuance of Class B common stock to initial Stockholders (in shares)		3,593,750
Accretion for Class A common stock to redemption amount			$ 24,641	23,323,535	23,348,176
Net income (loss)				2,097,430	2,097,430
Balance at the end at Dec. 31, 2020		$ 359		$ (21,226,105)	$ (21,225,746)
Balance at the end (in shares) at Dec. 31, 2020		3,593,750

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS	5 Months Ended
CONDENSED STATEMENT OF CASH FLOWS	Dec. 31, 2020USD ($)
Cash Flows from Operating Activities:
Net income	$ 2,097,430
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on securities held in Trust Account	(6,702)
Change in fair value of warrant liability	(5,441,188)
Transaction costs allocable to warrant liability	861,400
Compensation Expense - private placement warrants	2,297,689
Changes in operating assets and liabilities:
Prepaid assets	(308,515)
Due to related party	10,000
Accounts payable and accrued expenses	118,844
Net cash used in operating activities	(371,042)
Cash flows from investing activities:
Investments held in Trust	(145,187,500)
Net cash used in investing activities	(145,187,500)
Cash flows from financing activities:
Proceeds from sale of common stock to initial stockholders	25,000
Proceeds from sale of Units, net of offering costs	140,419,626
Proceeds from issuance of Private Placement Warrants	6,062,500
Net cash provided by financing activities	146,507,126
Net Change in Cash	948,584
Cash, end of the period	948,584
Non-cash investing and financing transactions:
Change in value of Class A common stock subject to possible redemption	6,702
Deferred underwriting commissions payable charged to additional paid-in capital	5,031,250
Initial classification of warrant liability	$ 22,763,938

Organization and Business Opera

Organization and Business Operations	5 Months Ended
Organization and Business Operations	Dec. 31, 2020
Organization and Business Operations
Organization and Business Operations	Note 1 — Organization and Business Operation Redbox Entertainment Inc., formerly known as Seaport Global Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on July 24, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not yet commenced any operations. All activity for the period July 24, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on November 27, 2020. On December 2, 2020, the Company consummated the Initial Public Offering of 14,375,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of the overallotment option to purchase an additional 1,875,000 Units at $10.00 per Unit, generating gross proceeds of $143,750,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,062,500 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Seaport Global SPAC, LLC (the “Sponsor”) generating gross proceeds of $6,062,500, which is described in Note 5. Transaction costs amounted to $8,361,625, consisting of $2,875,000 of underwriting fees, $5,031,250 of deferred underwriting fees and $455,375 of other offering costs. Following the closing of the Initial Public Offering on December 2, 2020, an amount of $145,187,500 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, 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 the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that, a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 20% or more of the Public Shares without the Company’s prior written consent. The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.10 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 8). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. If a stockholder vote is not required 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, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Company’s Sponsor has agreed (a) to vote its Founder Shares (as defined in Note 6), and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) and Private Placement Warrants (including underlying securities) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Certificate of Incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares and Private Placement Warrants (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. If the Company is unable to complete a Business Combination by June 2, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.10 per 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 prospective target business who executed a waiver of any and all rights to 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 underwriter of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure its stockholders that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity As of December 31, 2020, the Company had cash outside the Trust Account of $948,584 available for working capital needs. All remaining cash held in the Trust Account are generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a Business Combination or to redeem common stock. As of December 31, 2020, none of the amount in the Trust Account was available to be withdrawn as described above. Through December 31, 2020, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the founder shares and the remaining net proceeds from the IPO and the sale of Private Placement Units. The Company anticipates that the $948,584 outside of the Trust Account as of December 31, 2020, will be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 6), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating business combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the business combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Risks and Uncertainties In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States and the World. As of the date the financial statement was issued, there was considerable uncertainty around the expected duration of this pandemic. We have concluded that while it is reasonably possible that COVID-19 could have a negative effect on identifying a target company for a Business Combination, 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.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	5 Months Ended
Restatement of Previously Issued Financial Statements	Dec. 31, 2020
Restatement of Previously Issued Financial Statements
Restatement of Previously Issued Financial Statements	Note 2 — Restatement of Previously Issued Financial Statements First Amendment On April 12, 2021, the staff of the SEC issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “Statement”). In the 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 sheet as opposed to equity. The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common stock, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). The Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded the tender offer provision included in the warrant agreement fails the “classified in shareholders’ equity” criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company should have classified the warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. Second Amendment In the Company’s previously issued financial statements, a portion of the public shares were classified as permanent equity to maintain stockholders’ equity greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Thus, the Company can only complete a merger and continue to exist as a public company if there is sufficient Public Shares that do not redeem at the merger and so it is appropriate to classify the portion of its public shares required to keep its stockholders’ equity above the $5,000,000 threshold as “shares not subject to redemption.” However, in light of recent comment letters issued by the Securities & Exchange Commission (“SEC”) to several special purpose acquisition companies, management re-evaluated the Company’s application of ASC 480-10-99 to its accounting classification of public shares. Upon re-evaluation, management determined that the public shares include certain provisions that require classification of the public shares as temporary equity regardless of the minimum net tangible asset required by the Company to complete its initial business combination. As a result of the above, the Company should have classified public shares as temporary equity, thereby understating common stock subject to possible redemption, overstating additional paid in capital, accumulated deficit and total stockholders’ equity as well as understating earnings per share for Class A common stock and overstating earnings per share for Class B common stock. The Company’s accounting classification of public shares did not have any effect on the Company’s previously reported amounts for total assets, total liabilities, cash flows or net income. The impact of the restatement on the Company’s financial statements is reflected in the following table. © As As As Restated Restated Previously (First (Second Reported Adjustements (Amendment) Adjustments (Amendment) Balance Sheet as of December 2, 2020 Warrant liability $ — $ 22,763,938 $ 22,763,938 $ — $ 22,763,938 Total liabilities 5,259,504 22,763,938 28,023,442 — 28,023,442 Class A common stock subject to possible redemption 136,471,644 (22,763,938) 113,707,706 31,479,794 145,187,500 Class A common stock 86 225 311 (311) 0 Additional paid-in capital 5,003,786 3,158,862 8,162,648 (8,162,648) — Accumulated deficit (4,225) (3,159,088) (3,163,313) (23,316,835) (26,480,148) Total Stockholders' Equity $ 5,000,006 $ — $ 5,000,006 $ — $ 5,000,006 Number of shares subject to redemption 13,512,044 (2,253,855) 11,258,189 3,116,811 14,375,000 Balance Sheet as of December 31, 2020 Warrant liability $ — $ 17,322,751 $ 17,322,751 $ — $ 17,322,751 Total liabilities 5,160,094 17,322,751 22,482,845 — 22,482,845 Class A common stock subject to possible redemption 136,291,206 (17,322,751) 118,968,455 26,225,747 145,194,202 Class A common stock 88 172 260 (260) 0 Additional paid-in capital 5,184,223 (2,282,271) 2,901,952 (2,901,952) — Retained earnings (Accumulated deficit) (184,669) 2,282,099 2,097,430 (23,323,535) (21,226,105) Total Stockholders' Equity (Deficit) $ 5,000,001 $ — $ 5,000,001 $ (26,225,747) $ (21,225,746) Number of shares subject to redemption 13,494,179 (1,715,124) 11,779,055 2,595,945 14,375,000 Statement of Operations for the Period from July 24, 2020 (inception) through December 31, 2020 Change in fair value of warrant liability $ — $ 5,441,188 $ 5,441,188 $ — $ 5,441,188 Transaction costs — (861,400) (861,400) — (861,400) Compensation Expense – private placement warrants — (2,297,689) (2,297,689) — (2,297,689) Other income (expense), net 6,702 2,282,099 2,288,801 — 2,288,801 Net income (loss) (184,669) 2,282,099 2,097,430 — 2,097,430 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 2,449,058 — 2,449,058 156,411 2,605,469 Basic and diluted net income per share, Class A common stock subject to possible redemption $ — $ — $ — $ 0.34 $ 0.34 Basic and diluted weighted average shares outstanding, non-redeemable common stock 3,750,161 408,511 4,158,672 — 4,158,672 Basic and diluted net income (loss) per share, non-redeemable common stock $ (0.05) $ 0.55 $ 0.50 $ (0.16) $ 0.34 Statement of Cash Flows for the Period July 24, 2020 (inception) through December 31, 2020 Cash Flows from Operating Activities: Net income (loss) $ (184,669) $ 2,282,099 $ 2,097,430 $ — $ 2,097,430 Adjustments to reconcile net loss to net cash used in operating activities: Change in fair value of warrant liability — (5,441,188) (5,441,188) — (5,441,188) Transaction costs — 861,400 861,400 — 861,400 Compensation Expense – private placement warrants — 2,297,689 2,297,689 — 2,297,689

Significant Accounting Policies

Significant Accounting Policies	5 Months Ended
Significant Accounting Policies	Dec. 31, 2020
Significant Accounting Policies
Significant Accounting Policies	Note 3 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company Status 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Cash and Securities held in Trust Account At December 31, 2020, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. During the period from July 24, 2020 (Inception) to December 31, 2020, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant's specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company's own common shares and whether the warrant holders could potentially require "net cash settlement" in a circumstance outside of the Company's control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that 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) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Offering Costs Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income Per Share of Common Stock Net income per common share is computed by dividing net income by the weighted average number of common stock outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at December 31, 2020, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase an aggregate 6,062,500 shares of common stock in the calculation of diluted income per share, since the exercise of the warrants into shares of common stock is contingent upon the occurrence of future events. As a result, diluted net loss per common share is the same as basic net income per common share for the period presented. Below is a reconciliation of net income per common share: For the period ended December 31, 2020 Net Income per share of Class A Common Stock Net income $ 2,097,430 Less: Allocation of loss to Class B common stock (1,215,880) Adjusted net income $ 881,550 Weighted average shares outstanding of Class A common stock 2,605,469 Basic and diluted net income per share, Class A common stock $ 0.34 Net Income per share for Class B common stock Net income $ 2,097,430 Less: Allocation of loss to Class A common stock (881,550) Adjusted net income $ 1,215,880 Weighted average shares outstanding of Class B common stock (1) 3,593,570 Basic and diluted net income per share, Class B common stock $ 0.34 (1) Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal depository insurance coverage of $250,000. At December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Public Offering

Public Offering	5 Months Ended
Public Offering	Dec. 31, 2020
Public Offering
Public Offering	Note 4 — Public Offering Pursuant to the Initial Public Offering, on December 2, 2020, the Company sold 14,375,000 Units, which includes the full exercise by the underwriter of its option to purchase an additional 1,875,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and three-quarters of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 9).

Private Placement

Private Placement	5 Months Ended
Private Placement	Dec. 31, 2020
Private Placement.
Private Placement	Note 5 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,062,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, or $6,062,500 in the aggregate. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	5 Months Ended
Related Party Transactions	Dec. 31, 2020
Related Party Transactions
Related Party Transactions	Note 6 — Related Party Transactions Founder Shares In July 2020, the Company issued an aggregate of 3,593,750 shares (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000 in cash. The Founder Shares included an aggregate of up to 468,750 shares of Class B common stock subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriter’s election to fully exercise its over-allotment option, 468,750 Founder Shares are no longer subject to forfeiture. The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s 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 Promissory Note and Advances — On July 24, 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”). The Note was non-interest bearing and was payable on the earlier of March 31, 2021 or the completion of the Initial Public Offering. The outstanding balance under the Note was repaid on December 2, 2020. In addition, the Sponsor advanced the Company an aggregate of $275,000 to cover expenses related to the Initial Public Offering which was repaid on December 2, 2020. At December 31, 2020, there were no borrowings outstanding. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.00 per warrant. The warrants will be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. At December 31, 2020, no Working Capital Loans were outstanding. Administrative Support Agreement The Company entered into an agreement, commencing on November 30, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of December 31, 2020, the Company has paid an aggregate of $10,000.

Investment Held in Trust Accoun

Investment Held in Trust Account	5 Months Ended
Investment Held in Trust Account	Dec. 31, 2020
Investment Held in Trust Account
Investment Held in Trust Account	Note 7 — Investment Held in Trust Account As of December 31, 2020, investment in the Company’s Trust Account consisted of $281 in Cash and Sweep Funds and $145,193,921 in U.S. Treasury Securities. All of the U.S. Treasury Securities matured on March 4, 2021. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC 320 “Investments — Debt and Equity Securities”. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2020 are as follows: Carrying Fair Value Value as of Gross Gross as of December 31, Unrealized Unrealized December 31, 2020 Gains Losses 2020 U.S. Money Market $ 281 $ — $ — $ 281 U.S. Treasury Securities 145,193,921 — (2,174) 145,191,747 $ 145,194,202 $ — $ (2,174) $ 145,192,028

Commitments and Contingencies

Commitments and Contingencies	5 Months Ended
Commitments and Contingencies	Dec. 31, 2020
Commitments and Contingencies
Commitments and Contingencies	Note 8 — Commitments & Contingencies Registration Rights Pursuant to a registration rights agreement entered into on November 27, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The underwriter is entitled to a deferred fee of $0.35 per Unit, or $5,031,250 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Stockholders Equity

Stockholders Equity	5 Months Ended
Stockholders Equity	Dec. 31, 2020
Stockholders' Equity
Stockholders' Equity	Note 9 — Stockholders’ Equity Preferred Stock outstanding Class A Common Stock Class B Common Stock outstanding The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of Class A common stock, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.

Warrant Liabilities

Warrant Liabilities	5 Months Ended
Warrant Liabilities	Dec. 31, 2020
Warrant Liabilities
Warrant Liabilities	Note 10 — Warrant Liability The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the effective date of the registration statement relating to the Initial Public Offering. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the common shares issuable upon exercise of the Public Warrants and a current prospectus relating to such common shares. Notwithstanding the foregoing, if a registration statement covering the Class A common shares issuable upon the exercise of the Public Warrants is not effective within 60 days from the consummation of a Business Combination, the holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise the Public Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company may call the Public Warrants for redemption (excluding the Private Placement Warrants), in whole and not in part, at a price of $0.01 per warrant: ● upon not less than 30 days ’ prior written notice of redemption to each Public Warrant holder, ● if, and only if, the last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Income Tax

Income Tax	5 Months Ended
Income Tax	Dec. 31, 2020
Income Tax
Income Tax	Note 11 — Income Tax The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax asset Organizational costs/Startup expenses $ 21,692 Federal Net Operating loss 17,089 Total deferred tax asset 38,781 Valuation allowance (38,781) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: December 31, 2020 Federal Current $ — Deferred (38,781) State Current — Deferred — Change in valuation allowance 38,781 Income tax provision $ — As of December 31, 2020, the Company had $81,375 of U.S. federal net operating loss carryovers available to offset future taxable income which do not expire. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from July 24, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $38,780. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Permanent Book/Tax Differences (22.9) % Change in valuation allowance 1.9 % Income tax provision — % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

Fair Value Measurements

Fair Value Measurements	5 Months Ended
Fair Value Measurements	Dec. 31, 2020
Fair Value Measurements
Fair Value Measurements	Note 12 — Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheet. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of December 31, 2020 due to the short maturities of such instruments. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2020 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, 2020 Level 1 Level 2 Level 3 Assets: U.S. Money Market held in Trust Account $ 281 $ 281 $ — $ — U.S. Treasury Securities held in Trust Account 145,193,921 145,193,921 — — $ 145,194,202 $ 145,194,202 $ — $ — The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. December 31, Description Level 2020 Liabilities: Warrant Liability – Public Warrants 1 $ 10,975,313 Warrant Liability – Private Placement Warrants 3 $ 6,347,438 Total Warrant Liability $ 17,322,751 The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within the warrant liability on our balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of the warrant liabilities in the statement of operations. Initial Measurement The Company established the initial fair value for the Public Warrants and Private Placement Warrants on December 2, 2020, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A common stock and three-quarters of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of shares of Class B common stock, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption, Class A common stock and Class B common stock based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the Monte Carlo simulation model for the Public Warrants and Private Placement Warrants were as follows at initial measurement: December 2, 2020 Input (Initial Measurement) Risk-free interest rate 0.56 % Expected term (years) 6.04 Expected volatility 24.2 % Stock price $ 9.052 As of December 2, 2020, the Public Warrants and Private Placement Warrants were determined to be $1.34 and $1.38 per warrant for aggregate values of approximately $14.4 million and $8.4 million, respectively. Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 31, 2020 is classified as Level 1 due to the use of an observable market quote in an active market and the subsequent measurement of the Private Placement Warrants as December 31, 2020 is classified Level 3 due to the use of unobservable inputs. As of December 31, 2020, the Public Warrants and Private Placement Warrants were determined to be $1.02 and $1.05 per warrant for aggregate values of approximately $11.0 million and $6.3 million, respectively. The following table presents the changes in the fair value of warrant liabilities: Private Warrant Placement Public Liabilities Fair value as of December 2, 2020 $ — $ — $ — Initial measurement on December 2, 2020 8,360,188 14,403,750 22,763,938 Change in valuation inputs or other assumptions (2,012,750) (3,428,437) (5,441,188) Fair value as of December 31, 2020 $ 6,347,438 $ 10,975,313 $ 17,322,751 Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate.

Subsequent Events

Subsequent Events	5 Months Ended
Subsequent Events	Dec. 31, 2020
Subsequent Events
Subsequent Events	Note 13 — Subsequent Events On October 22, 2021, subsequent to the fiscal quarter ended March 31, 2021, Seaport Global Acquisition Corp., our predecessor and a Delaware corporation (“SGAC”), consummated the previously announced business combination pursuant to the business combination agreement entered into as of May 16, 2021 (as amended, the “Business Combination Agreement”), by and among SGAC, Seaport Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of SGAC (“Merger Sub”), Redwood Holdco, LP, a Delaware limited partnership (“Parent”), and Redwood Intermediate, LLC, a Delaware limited liability company (“Redbox”). Pursuant to the Business Combination Agreement, SGAC acquired certain equity interests of Redbox from Parent, its sole member, by way of Merger Sub merging with and into Redbox, and Redbox becoming a direct subsidiary of SGAC as a result thereof (the “Business Combination”). On October 20, 2021, SGAC held a special meeting of stockholders (the “Special Meeting”), at which the SGAC stockholders considered and adopted, among other matters, a proposal to approve the Business Combination, including (a) adopting the Business Combination Agreement and (b) approving the other transactions contemplated by the Business Combination Agreement and related agreements described in the Proxy Statement. Pursuant to the terms and subject to the conditions set forth in the Business Combination Agreement, on October 22, 2021 (the “Closing Date”), the Business Combination was consummated (the “Closing”). The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	5 Months Ended
Significant Accounting Policies (Policies)	Dec. 31, 2020
Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC.
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, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020.
Cash and Securities held in Trust Account	Cash and Securities held in Trust Account At December 31, 2020, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. During the period from July 24, 2020 (Inception) to December 31, 2020, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that 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) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Offering Costs	Offering Costs
Fair Value of Financial Instruments	Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income (Loss) Per Common Share	Net Income Per Share of Common Stock Net income per common share is computed by dividing net income by the weighted average number of common stock outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at December 31, 2020, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase an aggregate 6,062,500 shares of common stock in the calculation of diluted income per share, since the exercise of the warrants into shares of common stock is contingent upon the occurrence of future events. As a result, diluted net loss per common share is the same as basic net income per common share for the period presented. Below is a reconciliation of net income per common share: For the period ended December 31, 2020 Net Income per share of Class A Common Stock Net income $ 2,097,430 Less: Allocation of loss to Class B common stock (1,215,880) Adjusted net income $ 881,550 Weighted average shares outstanding of Class A common stock 2,605,469 Basic and diluted net income per share, Class A common stock $ 0.34 Net Income per share for Class B common stock Net income $ 2,097,430 Less: Allocation of loss to Class A common stock (881,550) Adjusted net income $ 1,215,880 Weighted average shares outstanding of Class B common stock (1) 3,593,570 Basic and diluted net income per share, Class B common stock $ 0.34 (1)
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal depository insurance coverage of $250,000. At December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Recent Accounting Pronouncements	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	5 Months Ended
	Dec. 31, 2020
Restatement of Previously Issued Financial Statements
Schedule of impact of the restatement on the Company's financial statements	© As As As Restated Restated Previously (First (Second Reported Adjustements (Amendment) Adjustments (Amendment) Balance Sheet as of December 2, 2020 Warrant liability $ — $ 22,763,938 $ 22,763,938 $ — $ 22,763,938 Total liabilities 5,259,504 22,763,938 28,023,442 — 28,023,442 Class A common stock subject to possible redemption 136,471,644 (22,763,938) 113,707,706 31,479,794 145,187,500 Class A common stock 86 225 311 (311) 0 Additional paid-in capital 5,003,786 3,158,862 8,162,648 (8,162,648) — Accumulated deficit (4,225) (3,159,088) (3,163,313) (23,316,835) (26,480,148) Total Stockholders' Equity $ 5,000,006 $ — $ 5,000,006 $ — $ 5,000,006 Number of shares subject to redemption 13,512,044 (2,253,855) 11,258,189 3,116,811 14,375,000 Balance Sheet as of December 31, 2020 Warrant liability $ — $ 17,322,751 $ 17,322,751 $ — $ 17,322,751 Total liabilities 5,160,094 17,322,751 22,482,845 — 22,482,845 Class A common stock subject to possible redemption 136,291,206 (17,322,751) 118,968,455 26,225,747 145,194,202 Class A common stock 88 172 260 (260) 0 Additional paid-in capital 5,184,223 (2,282,271) 2,901,952 (2,901,952) — Retained earnings (Accumulated deficit) (184,669) 2,282,099 2,097,430 (23,323,535) (21,226,105) Total Stockholders' Equity (Deficit) $ 5,000,001 $ — $ 5,000,001 $ (26,225,747) $ (21,225,746) Number of shares subject to redemption 13,494,179 (1,715,124) 11,779,055 2,595,945 14,375,000 Statement of Operations for the Period from July 24, 2020 (inception) through December 31, 2020 Change in fair value of warrant liability $ — $ 5,441,188 $ 5,441,188 $ — $ 5,441,188 Transaction costs — (861,400) (861,400) — (861,400) Compensation Expense – private placement warrants — (2,297,689) (2,297,689) — (2,297,689) Other income (expense), net 6,702 2,282,099 2,288,801 — 2,288,801 Net income (loss) (184,669) 2,282,099 2,097,430 — 2,097,430 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 2,449,058 — 2,449,058 156,411 2,605,469 Basic and diluted net income per share, Class A common stock subject to possible redemption $ — $ — $ — $ 0.34 $ 0.34 Basic and diluted weighted average shares outstanding, non-redeemable common stock 3,750,161 408,511 4,158,672 — 4,158,672 Basic and diluted net income (loss) per share, non-redeemable common stock $ (0.05) $ 0.55 $ 0.50 $ (0.16) $ 0.34 Statement of Cash Flows for the Period July 24, 2020 (inception) through December 31, 2020 Cash Flows from Operating Activities: Net income (loss) $ (184,669) $ 2,282,099 $ 2,097,430 $ — $ 2,097,430 Adjustments to reconcile net loss to net cash used in operating activities: Change in fair value of warrant liability — (5,441,188) (5,441,188) — (5,441,188) Transaction costs — 861,400 861,400 — 861,400 Compensation Expense – private placement warrants — 2,297,689 2,297,689 — 2,297,689

Significant Accounting polici_3

Significant Accounting policies (Tables)	5 Months Ended
Significant Accounting policies (Tables)	Dec. 31, 2020
Significant Accounting Policies
Schedule of reconciliation of net income per common share	For the period ended December 31, 2020 Net Income per share of Class A Common Stock Net income $ 2,097,430 Less: Allocation of loss to Class B common stock (1,215,880) Adjusted net income $ 881,550 Weighted average shares outstanding of Class A common stock 2,605,469 Basic and diluted net income per share, Class A common stock $ 0.34 Net Income per share for Class B common stock Net income $ 2,097,430 Less: Allocation of loss to Class A common stock (881,550) Adjusted net income $ 1,215,880 Weighted average shares outstanding of Class B common stock (1) 3,593,570 Basic and diluted net income per share, Class B common stock $ 0.34 (1)

Investment Held in Trust Acco_2

Investment Held in Trust Account (Tables)	5 Months Ended
Investment Held in Trust Account (Tables)	Dec. 31, 2020
Investment Held in Trust Account
Schedule of carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities	Carrying Fair Value Value as of Gross Gross as of December 31, Unrealized Unrealized December 31, 2020 Gains Losses 2020 U.S. Money Market $ 281 $ — $ — $ 281 U.S. Treasury Securities 145,193,921 — (2,174) 145,191,747 $ 145,194,202 $ — $ (2,174) $ 145,192,028

Income Tax (Tables)

Income Tax (Tables)	5 Months Ended
Income Tax (Tables)	Dec. 31, 2020
Income Tax
Schedule of net deferred tax assets	December 31, 2020 Deferred tax asset Organizational costs/Startup expenses $ 21,692 Federal Net Operating loss 17,089 Total deferred tax asset 38,781 Valuation allowance (38,781) Deferred tax asset, net of allowance $ —
Schedule of income tax provision	December 31, 2020 Federal Current $ — Deferred (38,781) State Current — Deferred — Change in valuation allowance 38,781 Income tax provision $ —
Schedule of reconciliation of the federal income tax rate	A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Permanent Book/Tax Differences (22.9) % Change in valuation allowance 1.9 % Income tax provision — %

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	5 Months Ended
Fair Value Measurements (Tables)	Dec. 31, 2020
Fair Value Measurements
Schedule of Company's assets and liabilities that are measured at fair value on a recurring basis	The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2020 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, 2020 Level 1 Level 2 Level 3 Assets: U.S. Money Market held in Trust Account $ 281 $ 281 $ — $ — U.S. Treasury Securities held in Trust Account 145,193,921 145,193,921 — — $ 145,194,202 $ 145,194,202 $ — $ — The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. December 31, Description Level 2020 Liabilities: Warrant Liability – Public Warrants 1 $ 10,975,313 Warrant Liability – Private Placement Warrants 3 $ 6,347,438 Total Warrant Liability $ 17,322,751
Schedule of key inputs into the Monte Carlo simulation model for the Public Warrants and Private Placement Warrants	December 2, 2020 Input (Initial Measurement) Risk-free interest rate 0.56 % Expected term (years) 6.04 Expected volatility 24.2 % Stock price $ 9.052
Schedule of changes in the fair value of warrant liabilities	Private Warrant Placement Public Liabilities Fair value as of December 2, 2020 $ — $ — $ — Initial measurement on December 2, 2020 8,360,188 14,403,750 22,763,938 Change in valuation inputs or other assumptions (2,012,750) (3,428,437) (5,441,188) Fair value as of December 31, 2020 $ 6,347,438 $ 10,975,313 $ 17,322,751

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)	Dec. 02, 2020	Jul. 31, 2020	Dec. 31, 2020
Organization and Business Operation
Share price			$ 9.20
Unit price			$ 10.10
Minimum net tangible assets upon consummation of the Business Combination			$ 5,000,001
Cash outside the Trust Account			948,584
Founder Shares
Organization and Business Operation
Consideration received		$ 25,000	$ 25,000
Initial Public Offering
Organization and Business Operation
Number of units sold	14,375,000
Threshold period for option to purchase additional Units to cover over-allotments			10 days
Share price			$ 10.10
Price per warrant	$ 10.10
Proceeds from issuance of warrants	$ 145,187,500
Number of shares exercisable to purchase per warrant	1
Unit price			$ 10.10
Maturity term of U.S government securities	185 days
Underwriting fees			$ 2,875,000
Deferred underwriting fees			5,031,250
Offering costs			8,361,625
Other offering cost			$ 455,375
Ownership interest to be acquired on post-transaction company			50.00%
Redemption threshold as percent of outstanding			20.00%
Interest to pay dissolution expenses			$ 100,000
Private Placement
Organization and Business Operation
Number of warrants issued			6,062,500
Price per warrant			$ 11.50
Proceeds from issuance of warrants			$ 6,062,500
Number of shares exercisable to purchase per warrant			1
Over-allotment
Organization and Business Operation
Number Of Units Granted To Underwriters	1,875,000
Share price	$ 10
Gross proceeds	$ 143,750,000
Proceeds From Issuance of Units	$ 143,750,000

Organization and Business Ope_3

Organization and Business Operations - Business Combination Agreement (Details)	Dec. 31, 2020$ / shares
Share Price	$ 9.20
Class A Common Stock
Common stock, par value	0.0001
Class B Common Stock
Common stock, par value	$ 0.0001

Organization and Business Ope_4

Organization and Business Operations - Liquidity and Going Concern (Details)	5 Months Ended
	Dec. 31, 2020USD ($)
Net change in cash	$ (371,042)
Working Capital Loans
Maximum loans converted into warrants	$ 1,500,000

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details) - USD ($)	Dec. 02, 2020	Dec. 31, 2020	Jul. 23, 2020
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Warrant liability		$ 17,322,751
Total Liabilities		22,482,845
Class A common stock subject to possible redemption		145,194,202
Retained Earnings (Accumulated Deficit)		(21,226,105)
Total Stockholders' Equity (Deficit)		(21,225,746)	$ 0
Change in fair value of warrant liability	$ (8,400,000)	5,441,188
Transaction costs allocable to warrant liability		(861,400)
Compensation Expense - private placement warrants		(2,297,689)
Transaction costs allocable to warrant liability		861,400
Other income (expense), net		2,288,801
Net income (loss)		2,097,430
Previously Reported [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Total Liabilities	5,259,504	5,160,094
Class A common stock subject to possible redemption	136,471,644	136,291,206
Additional paid-in capital	5,003,786	5,184,223
Retained Earnings (Accumulated Deficit)	(4,225)	(184,669)
Total Stockholders' Equity (Deficit)	5,000,006	5,000,001
Number Of Shares Subject To Redemption	13,512,044	13,494,179
Other income (expense), net		6,702
Net income (loss)		(184,669)
Revision of Prior Period, Adjustment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Warrant liability	22,763,938	17,322,751
Total Liabilities	22,763,938	17,322,751
Class A common stock subject to possible redemption	(22,763,938)	(17,322,751)
Additional paid-in capital	3,158,862	(2,282,271)
Retained Earnings (Accumulated Deficit)	(3,159,088)	2,282,099
Number Of Shares Subject To Redemption	(2,253,855)	(1,715,124)
Change in fair value of warrant liability		5,441,188
Transaction costs allocable to warrant liability		(861,400)
Compensation Expense - private placement warrants		(2,297,689)
Transaction costs allocable to warrant liability		861,400
Other income (expense), net		2,282,099
Net income (loss)		2,282,099
First Adjustments [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Class A common stock subject to possible redemption	31,479,794	26,225,747
Additional paid-in capital	(8,162,648)	(2,901,952)
Retained Earnings (Accumulated Deficit)	(23,316,835)	(23,323,535)
Total Stockholders' Equity (Deficit)		(26,225,747)
Number Of Shares Subject To Redemption	3,116,811	2,595,945
As Restated First Amendment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Warrant liability	22,763,938	17,322,751
Total Liabilities	28,023,442	22,482,845
Class A common stock subject to possible redemption	113,707,706	118,968,455
Additional paid-in capital	8,162,648	2,901,952
Retained Earnings (Accumulated Deficit)	(3,163,313)	2,097,430
Total Stockholders' Equity (Deficit)	5,000,006	5,000,001
Number Of Shares Subject To Redemption	11,258,189	11,779,055
Change in fair value of warrant liability		5,441,188
Transaction costs allocable to warrant liability		(861,400)
Compensation Expense - private placement warrants		(2,297,689)
Transaction costs allocable to warrant liability		861,400
Other income (expense), net		2,288,801
Net income (loss)		2,097,430
As Restated Second Amendment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Warrant liability	22,763,938	17,322,751
Total Liabilities	28,023,442	22,482,845
Class A common stock subject to possible redemption	145,187,500	145,194,202
Retained Earnings (Accumulated Deficit)	(26,480,148)	(21,226,105)
Total Stockholders' Equity (Deficit)	5,000,006	(21,225,746)
Number Of Shares Subject To Redemption	14,375,000	14,375,000
Change in fair value of warrant liability		5,441,188
Transaction costs allocable to warrant liability		(861,400)
Compensation Expense - private placement warrants		(2,297,689)
Transaction costs allocable to warrant liability		861,400
Other income (expense), net		2,288,801
Net income (loss)		$ 2,097,430
Class A Common Stock
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Weighted Average Number of Shares Outstanding, Basic		2,605,469
Weighted Average Number of Shares Outstanding, Diluted		2,605,469
Basic income per share (in dollar per share)		$ 0.34
Diluted income per share (in dollar per share)		$ 0.34
Class A Common Stock \| Previously Reported [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Common Stock, Value, Issued	86	$ 88
Class A Common Stock \| Revision of Prior Period, Adjustment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Common Stock, Value, Issued	225	172
Class A Common Stock \| First Adjustments [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Common Stock, Value, Issued	(311)	(260)
Class A Common Stock \| As Restated First Amendment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Common Stock, Value, Issued	311	260
Class A Common Stock \| As Restated Second Amendment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Common Stock, Value, Issued	$ 0	$ 0
Class A Common Stock Subject to Redemption \| Previously Reported [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Weighted Average Number of Shares Outstanding, Basic		2,449,058
Weighted Average Number of Shares Outstanding, Diluted		2,449,058
Class A Common Stock Subject to Redemption \| First Adjustments [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Weighted Average Number of Shares Outstanding, Basic		156,411
Weighted Average Number of Shares Outstanding, Diluted		156,411
Basic income per share (in dollar per share)		$ 0.34
Diluted income per share (in dollar per share)		$ 0.34
Class A Common Stock Subject to Redemption \| As Restated First Amendment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Weighted Average Number of Shares Outstanding, Basic		2,449,058
Weighted Average Number of Shares Outstanding, Diluted		2,449,058
Class A Common Stock Subject to Redemption \| As Restated Second Amendment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Weighted Average Number of Shares Outstanding, Basic		2,605,469
Weighted Average Number of Shares Outstanding, Diluted		2,605,469
Basic income per share (in dollar per share)		$ 0.34
Diluted income per share (in dollar per share)		$ 0.34
Non-redeemable common stock \| Previously Reported [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Weighted Average Number of Shares Outstanding, Basic		3,750,161
Weighted Average Number of Shares Outstanding, Diluted		3,750,161
Basic income per share (in dollar per share)		$ (0.05)
Diluted income per share (in dollar per share)		$ (0.50)
Non-redeemable common stock \| Revision of Prior Period, Adjustment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Weighted Average Number of Shares Outstanding, Basic		408,511
Weighted Average Number of Shares Outstanding, Diluted		408,511
Basic income per share (in dollar per share)		$ 0.55
Diluted income per share (in dollar per share)		0.55
Non-redeemable common stock \| First Adjustments [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Basic income per share (in dollar per share)		(0.16)
Diluted income per share (in dollar per share)		$ (0.16)
Non-redeemable common stock \| As Restated First Amendment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Weighted Average Number of Shares Outstanding, Basic		4,158,672
Weighted Average Number of Shares Outstanding, Diluted		4,158,672
Basic income per share (in dollar per share)		$ 0.50
Diluted income per share (in dollar per share)		$ 0.50
Non-redeemable common stock \| As Restated Second Amendment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Weighted Average Number of Shares Outstanding, Basic		4,158,672
Weighted Average Number of Shares Outstanding, Diluted		4,158,672
Basic income per share (in dollar per share)		$ 0.34
Diluted income per share (in dollar per share)		$ 0.34

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements - Additional Information (Details)	Dec. 31, 2020USD ($)
Restatement of Previously Issued Financial Statements
Minimum net tangible assets to consummate initial business combination	$ 5,000,000
Minimum net tangible assets	$ 5,000,001

Significant Accounting Polici_4

Significant Accounting Policies (Details) - USD ($)	Dec. 02, 2020	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Unrecognized Tax Benefits		$ 0
Unrecognized tax benefits accrued for interest and penalties		$ 0
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Investments Maximum Maturity Term	185 days
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Shares subject to forfeiture		468,750

Significant Accounting Polici_5

Significant Accounting Policies - Net Income Per Common Share (Details)	5 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
Numerator: Earnings allocable to Redeemable Class A Common Stoc
Investment Income, Interest \| $	$ 6,702
Less: Company's portion available to pay taxes \| $	(1,215,880)
Net income allocable to shares subject to possible redemption \| $	(881,550)
Numerator: Net Income Minus Net Earnings
Net income (loss) \| $	2,097,430
Less: Income attributable to Class A common stock subject to possible redemption \| $	(881,550)
Adjusted net income (loss) \| $	$ 1,215,880
Denominator: Weighted Average Non-Redeemable Class A and Class B Common Stock
Antidilutive securities excluded from computation of earnings per share \| shares	6,062,500
Class A Common Stock
Denominator: Weighted Average Redeemable Class A common stock
Weighted average shares outstanding \| shares	2,605,469
Numerator: Net Income Minus Net Earnings
Adjusted net income (loss) \| $	$ 881,550
Denominator: Weighted Average Non-Redeemable Class A and Class B Common Stock
Weighted average shares outstanding \| shares	2,605,469
Weighted Average Number of Shares Outstanding, Diluted \| shares	2,605,469
Basic and diluted net income (loss) per share \| $ / shares	$ 0.34
Diluted income per share (in dollar per share) \| $ / shares	$ 0.34
Class B Common Stock
Denominator: Weighted Average Redeemable Class A common stock
Weighted average shares outstanding \| shares	3,593,570
Denominator: Weighted Average Non-Redeemable Class A and Class B Common Stock
Weighted average shares outstanding \| shares	3,593,570
Weighted Average Number of Shares Outstanding, Diluted \| shares	3,593,570
Basic and diluted net income (loss) per share \| $ / shares	$ 0.34
Diluted income per share (in dollar per share) \| $ / shares	$ 0.34

Significant Accounting Polici_6

Significant Accounting Policies - Concentration of Credit Risk (Details)	Dec. 31, 2020USD ($)
Significant Accounting Policies
Federal depository insurance coverage	$ 250,000

Significant Accounting Polici_7

Significant Accounting Policies - Offering Costs and Income taxes (Details)	5 Months Ended
	Dec. 31, 2020USD ($)
Subsidiary, Sale of Stock [Line Items]
Offering costs allocable to warrants	$ 861,400
Unrecognized tax benefits	0
Unrecognized tax benefits accrued for interest and penalties	0
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Offering costs	8,361,625
Underwriting fees	2,875,000
Deferred underwriting fees	5,031,250
Other offering cost	455,375
Offering costs allocable to warrants	$ 861,400

Public Offering (Details)

Public Offering (Details) - USD ($)	Dec. 02, 2020	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Share price		$ 9.20
Deferred Underwriting Commissions		$ 5,031,250
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold	14,375,000
Share price		$ 10.10
Par value of Class A common stock	$ 0.0001
Number of Public Warrants that each unit consists	1
Shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Initial Public Offering \| Option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	1,875,000
Share price	$ 10

Private Placement (Details)

Private Placement (Details)	5 Months Ended
Private Placement (Details)	Dec. 31, 2020USD ($)$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued \| shares	6,062,500
Shares issuable per warrant \| shares	1
Exercise price of warrants	$ 1
Proceeds from issuance of warrants \| $	$ 6,062,500
Price per warrant	$ 11.50

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details) - USD ($)	Jul. 31, 2020	Dec. 31, 2020
Related Party Transaction [Line Items]
Aggregate purchase price		$ 25,000
Founder Shares
Related Party Transaction [Line Items]
Restrictions on transfer period of time after business combination completion	1 year
Consideration received	$ 25,000	$ 25,000
Shares issued	3,593,750
Shares subject to forfeiture	468,750
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent)	20.00%
Over-allotment
Related Party Transaction [Line Items]
Shares subject to forfeiture		468,750
Private Placement \| Founder Shares
Related Party Transaction [Line Items]
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	150 days
Sponsor \| Founder Shares
Related Party Transaction [Line Items]
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences	30 days
Sponsor \| Private Placement \| Founder Shares
Related Party Transaction [Line Items]
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)	$ 12
Class B Common Stock
Related Party Transaction [Line Items]
Percentage of issued and outstanding shares held by initial stockholders		20.00%
Class B Common Stock \| Founder Shares \| Maximum
Related Party Transaction [Line Items]
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences	20 days

Related Party Transactions - Ad

Related Party Transactions - Additional information (Details) - USD ($)	Dec. 02, 2020	Jul. 24, 2020	Dec. 31, 2020
Working Capital Loans
Related Party Transaction [Line Items]
Maximum loans converted into warrants			$ 1,500,000
Exercise price of warrants			$ 1
Outstanding balance			$ 0
Sponsor \| Unsecured Promissory Note [Member]
Related Party Transaction [Line Items]
Face amount		$ 300,000
Related Party Loans
Related Party Transaction [Line Items]
Outstanding balance			0
Administrative Support Agreement [Member]
Related Party Transaction [Line Items]
Expenses per month			10,000
Expenses incurred			$ 10,000
Initial Public Offering
Related Party Transaction [Line Items]
Exercise price of warrants	$ 11.50
Initial Public Offering \| Sponsor
Related Party Transaction [Line Items]
Repayment of advances - related party	$ 275,000

Investment Held in Trust Acco_3

Investment Held in Trust Account (Details)	Dec. 31, 2020USD ($)
Schedule of Held-to-maturity Securities [Line Items]
Assets held in Trust Account	$ 145,194,202
Carrying Value	145,194,202
Gross Unrealized Losses	(2,174)
Fair Value	145,192,028
Money Market Fund
Schedule of Held-to-maturity Securities [Line Items]
Assets held in Trust Account	281
Carrying Value	281
Fair Value	281
U.S. Treasury Securities held in Trust Account
Schedule of Held-to-maturity Securities [Line Items]
Assets held in Trust Account	145,193,921
Carrying Value	145,193,921
Gross Unrealized Losses	(2,174)
Fair Value	$ 145,191,747

Commitments and Contingencies (

Commitments and Contingencies (Details)	Dec. 31, 2020USD ($)$ / shares
Commitments and Contingencies
Deferred fee per unit \| $ / shares	$ 0.35
Deferred Underwriting Commissions \| $	$ 5,031,250

Stockholders Equity - Preferred

Stockholders Equity - Preferred Stock (Details)	Dec. 31, 2020$ / sharesshares
Stockholders' Equity
Preferred shares, shares authorized	1,000,000
Preferred shares, par value \| $ / shares	$ 0.0001
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0

Stockholders Equity - Common St

Stockholders Equity - Common Stock (Details)	5 Months Ended	12 Months Ended
Stockholders Equity - Common Stock (Details)	Dec. 31, 2020$ / sharesshares	Dec. 31, 2020$ / sharesshares
Class A Common Stock
Class of Stock [Line Items]
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value \| $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share \| $ / shares	1	1
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Shares subject to possible redemption, issued	0	0
Shares subject to possible redemption, outstanding	14,375,000	14,375,000
Common Stock, Number Of Votes Per Share \| $ / shares	1	1
Shares subject to possible redemption		14,375,000
Class B Common Stock
Class of Stock [Line Items]
Common stock, shares authorized	10,000,000	10,000,000
Common stock, par value \| $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share \| $ / shares	1	1
Common stock, shares issued	3,593,750	3,593,750
Common stock, shares outstanding	3,593,750	3,593,750
Number of Class A common stock issued upon conversion of each share (in shares)	1
Percentage of issued and outstanding shares held by initial stockholders	20.00%
Common Stock, Number Of Votes Per Share \| $ / shares	1	1

Warrant Liabilities (Details)

Warrant Liabilities (Details)	5 Months Ended	12 Months Ended
Warrant Liabilities (Details)	Dec. 31, 2020$ / shares	Dec. 31, 2020$ / shares
Warrant Liabilities
Public Warrants exercisable term from the closing of the Business Combination	30 days
Public Warrants exercisable term from the closing of the initial public offering	12 months
Warrant term	5 years	5 years
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Threshold trading days for redemption of public warrants		20 days
Threshold consecutive trading days for redemption of public warrants	30 days
Threshold business days before sending notice of redemption to warrant holders		30 days
Share price	$ 9.20	$ 9.20
Percentage of gross proceeds on total equity proceeds	60.00%
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115.00%
Adjustment of redemption price of stock based on market value and newly issued price 1 (as a percent)	180.00%
Threshold period for filling registration statement after business combination		20 days
Maximum Threshold Period For Registration Statement To Become Effective After Business Combination	60 days

Income Tax - Net deferred tax a

Income Tax - Net deferred tax assets (Details)	Dec. 31, 2020USD ($)
Income Tax
Organizational costs/Startup expenses	$ 21,692
Federal Net Operating loss	17,089
Deferred tax assets
Total deferred tax asset	38,781
Valuation allowance	$ (38,781)

Income Tax - Income tax provisi

Income Tax - Income tax provision (Details) - USD ($)	5 Months Ended	12 Months Ended
Income Tax - Income tax provision (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2020
Federal
Deferred		$ (38,781)
Change in valuation allowance	$ (38,780)	$ (38,781)

Income Tax - Reconciliation of

Income Tax - Reconciliation of the federal income tax rate (Details)	5 Months Ended
	Dec. 31, 2020
Reconciliation of the federal statutory tax rate to our effective tax rate
Statutory federal income tax rate	21.00%
State taxes, net of federal tax benefit	0.00%
Permanent Book/Tax Differences (M&E / Warrants)	(22.90%)
Change in valuation allowance	1.90%

Income Tax - Additional Informa

Income Tax - Additional Information (Details)	5 Months Ended	12 Months Ended
Income Tax - Additional Information (Details)	Dec. 31, 2020USD ($)	Dec. 31, 2020USD ($)
Income Tax
Federal net operating loss	$ 81,375	$ 81,375
Change in valuation allowance	$ (38,780)	$ (38,781)

Fair Value Measurements (Detail

Fair Value Measurements (Details)	Dec. 31, 2020USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets Held-in-trust, Noncurrent	$ 145,194,202
Liabilities	17,322,751
Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets Held-in-trust, Noncurrent	145,194,202
Recurring \| U.S. Money Market held in Trust Account
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets Held-in-trust, Noncurrent	281
Recurring \| U.S Treasury Securities held in Trust Account
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets Held-in-trust, Noncurrent	145,193,921
(Level 1) \| Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	10,975,313
(Level 1) \| Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets Held-in-trust, Noncurrent	145,194,202
(Level 1) \| Recurring \| U.S. Money Market held in Trust Account
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets Held-in-trust, Noncurrent	281
(Level 1) \| Recurring \| U.S Treasury Securities held in Trust Account
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets Held-in-trust, Noncurrent	145,193,921
(Level 3) \| Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	$ 6,347,438

Fair Value Measurements - Monte

Fair Value Measurements - Monte Carlo (Details) $ in Millions	Dec. 31, 2020USD ($)	Dec. 02, 2020
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input		0.56
Expected term remaining (years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input		6.04
Expected volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	6.3	24.2
Stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input		9.052

Fair Value Measurements - Subse

Fair Value Measurements - Subsequent Measurement (Details)	Dec. 02, 2020USD ($)	Dec. 31, 2020USD ($)	Dec. 31, 2020USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value Adjustment of Warrants	$ 8,400,000	$ (5,441,188)
Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Initial measurement on December 2, 2020	14,403,750
Change in valuation inputs or other assumptions			$ (3,428,437)
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Ending Balance		10,975,313	10,975,313
Fair Value Adjustment of Warrants	1.34	1.02
Private Placement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Initial measurement on December 2, 2020	8,360,188
Change in valuation inputs or other assumptions			(2,012,750)
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Ending Balance		$ 6,347,438	$ 6,347,438
Fair Value Adjustment of Warrants	1.38
Derivative Liability, Measurement Input		1.05	1.05
Warrant [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Initial measurement on December 2, 2020	22,763,938
Change in valuation inputs or other assumptions			$ (5,441,188)
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Ending Balance		$ 17,322,751	$ 17,322,751
Fair Value Adjustment of Warrants	$ 14,400,000	$ 11,000,000

Subsequent Events (Details)

Subsequent Events (Details) - $ / shares	Dec. 31, 2020	Dec. 02, 2020
Subsequent Event [Line Items]
Share Price	$ 9.20
Class B Common Stock
Subsequent Event [Line Items]
Common stock, par value	0.0001
Class A Common Stock
Subsequent Event [Line Items]
Common stock, par value	$ 0.0001
Over-allotment
Subsequent Event [Line Items]
Share Price		$ 10