Lefteris Acquisition (LFTR) 10-K/A6 Jul 212020 FY Annual report (amended)Financial data

Company Profile

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2020	Mar. 30, 2021	Jun. 30, 2020
Entity Listings [Line Items]
Entity Registrant Name	Lefteris Acquisition Corp.
Entity Central Index Key	0001822873
Current Fiscal Year End Date	--12-31
Document Type	10-K/A
Amendment Flag	true
Amendment Description	The restatement primarily relates to consideration of the factors in determining whether to classify contracts that may be settled in an entity’s own stock as equity of the entity or as an asset or liability in accordance with Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity. In the Original Financial Statements, the Company classified the public warrants and private placement warrants issued in connection with the Company’s initial public offering (the “Warrants”) as equity instruments. Upon further consideration of the rules and guidance, management of the Company concluded that the Warrants are precluded from equity classification. As a result, the Warrants should be recorded as liabilities on the balance sheet and measured at fair value at inception and on a recurring basis in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statement of operations. As a result, on May 19, 2021, after consultation with the Company’s board of directors, management concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the classification error.
Document Period End Date	Dec. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Entity Address, State or Province	MA
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Public Float			$ 0
Class A Common Stock [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		20,709,894
Class B Common Stock [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		5,177,473

BALANCE SHEET

BALANCE SHEET	Dec. 31, 2020USD ($)
Current assets
Cash in bank	$ 1,017,569
Due from Sponsor	141,979
Prepaid expenses	416,800
Total Current Assets	1,576,348
Cash and Investments held in Trust Account	207,128,528
Total Assets	208,704,876
Current liabilities
Accrued expenses	520,828
Accrued offering costs	48,475
Advances - related party	170,337
Total Current Liabilities	739,640
Warrant liability	23,890,377
Deferred underwriting fee payable	7,248,463
Total Liabilities	31,878,480
Commitments and contingencies
Class A common stock subject to possible redemption, 17,182,639 shares at $10.00 per share redemption value	171,826,390
Stockholders' Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding	0
Additional paid-in capital	17,873,488
Accumulated deficit	(12,874,353)
Total Stockholders' Equity	5,000,006
Total Liabilities and Stockholders' Equity	208,704,876
Class A Common Stock [Member]
Current liabilities
Class A common stock subject to possible redemption, 17,182,639 shares at $10.00 per share redemption value	171,826,390
Stockholders' Equity
Common stock	353
Class B Common Stock [Member]
Stockholders' Equity
Common stock	$ 518

BALANCE SHEET (Parenthetical)

BALANCE SHEET (Parenthetical)	Dec. 31, 2020$ / sharesshares
Stockholders' Equity
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000
Preferred stock, shares issued (in shares)	0
Preferred stock, shares outstanding (in shares)	0
Class A Common Stock [Member]
LIABILITIES AND STOCKHOLDERS' EQUITY
Common stock subject to possible redemption (in shares)	17,182,639
Common stock subject to possible redemption (in dollars per share) \| $ / shares	$ 10
Stockholders' Equity
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Common stock, shares authorized (in shares)	100,000,000
Common stock, shares issued (in shares)	3,527,255
Common stock, shares outstanding (in shares)	3,527,255
Class B Common Stock [Member]
Stockholders' Equity
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Common stock, shares authorized (in shares)	10,000,000
Common stock, shares issued (in shares)	5,177,473
Common stock, shares outstanding (in shares)	5,177,473

STATEMENT OF OPERATIONS

STATEMENT OF OPERATIONS	4 Months Ended
STATEMENT OF OPERATIONS	Dec. 31, 2020USD ($)$ / sharesshares
Loss from Operations
General and administrative expenses	$ 770,470
Loss from operations	(770,470)
Other income (expense):
Interest earned on investments held in Trust Account	29,588
Change in fair value of warrant liability	(11,690,720)
Transaction costs associated with private warrants	(442,751)
Net loss	(12,874,353)
Class A Common Stock Subject to Possible Redemption [Member]
Other income (expense):
Interest earned on investments held in Trust Account	$ 29,588
Weighted average shares outstanding (in shares) \| shares	20,459,343
Basic and diluted loss per share (in dollars per share) \| $ / shares	$ 0
Class A and Class B Non-Redeemable Common Stock [Member]
Other income (expense):
Net loss	$ (12,874,353)
Weighted average shares outstanding (in shares) \| shares	5,059,158
Basic and diluted loss per share (in dollars per share) \| $ / shares	$ (2.54)

STATEMENT OF CHANGES IN STOCKHO

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 4 months ended Dec. 31, 2020 - USD ($)	Common Stock [Member]Class A Common Stock [Member]	Common Stock [Member]Class B Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Beginning balance at Aug. 19, 2020	$ 0	$ 0	$ 0	$ 0	$ 0
Beginning balance (in shares) at Aug. 19, 2020	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B common stock to Sponsor		$ 575	24,425	0	25,000
Issuance of Class B common stock to Sponsor (in shares)		5,750,000
Sale of 20,709,894 Units, net of underwriting discounts, offering costs, and fair value of public warrants	$ 2,071		188,117,709	0	188,119,780
Sale of 20,709,894 Units, net of underwriting discounts (in shares)	20,709,894
Contribution in excess of fair value of warrant liability upon sale of Private Placement Warrants			1,555,969	0	1,555,969
Forfeiture of Founder Shares		$ (57)	57	0	0
Forfeiture of Founder Shares (in shares)		(572,526)
Class A common stock subject to possible redemption	$ (1,718)	$ 0	(171,824,672)	0	(171,826,390)
Class A common stock subject to possible redemption (in shares)	(17,182,639)	0
Net loss	$ 0	$ 0	0	(12,874,353)	(12,874,353)
Ending balance at Dec. 31, 2020	$ 353	$ 518	$ 17,873,488	$ (12,874,353)	$ 5,000,006
Ending balance (in shares) at Dec. 31, 2020	3,527,255	5,177,473

STATEMENT OF CHANGES IN STOCK_2

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical)	4 Months Ended
	Dec. 31, 2020shares
Stockholders' Equity
Units issued (in shares)	20,709,894

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS	4 Months Ended
STATEMENT OF CASH FLOWS	Dec. 31, 2020USD ($)
Cash Flows from Operating Activities:
Net loss	$ (12,874,353)
Transaction costs associated with private warrants	442,751
Change in fair value of warrant liability	11,690,720
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investments held in Trust Account	(29,588)
Changes in operating assets and liabilities:
Prepaid expenses	(416,800)
Accrued expenses	520,828
Net cash used in operating activities	(666,442)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(207,098,940)
Net cash used in investing activities	(207,098,940)
Cash Flows from Financing Activities:
Due from sponsor	(141,979)
Proceeds from sale of Units, net of underwriting discounts paid	202,956,961
Proceeds from sale of Private Placement Warrants	6,141,979
Proceeds from issuance of Class B common stock to Sponsor	25,000
Proceeds from advances - related party	169,737
Payment of offering costs	(368,747)
Net cash provided by financing activities	208,782,951
Net Change in Cash	1,017,569
Cash - Beginning of period	0
Cash - End of period	1,017,569
Non-Cash Financing Activities:
Initial classification of Class A common stock subject to possible redemption	184,182,833
Change in value of Class A common stock subject to possible redemption	(12,356,443)
Offering costs included in accrued offering costs	48,475
Offering costs paid through advances - related party	600
Deferred underwriting fee payable	7,248,463
Forfeiture of Founder Shares	$ (57)

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	12 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Dec. 31, 2020
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Lefteris Acquisition Corp. (the “Company”) was incorporated in Delaware on August 20, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from August 20, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 to be its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on October 20, 2020. On October 23, 2020 the Company consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $200,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,000,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Lefteris Holdings, LLC (the “Sponsor”), generating gross proceeds of $6,000,000, which is described in Note 5. Following the closing of the Initial Public Offering on October 23, 2020, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States 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 selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. On November 17, 2020, the Company consummated the sale of an additional 709,894 Units through the underwriters’ election to partially exercise their over-allotment option, at $10.00 per Unit, and the sale of an additional 94,653 Private Placement Warrants, at $1.50 per Private Warrant, generating total gross proceeds of $7,240,919. A total of $7,098,940 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $207,098,940. Transaction costs amounted to $11,808,264, consisting of $4,141,979 in cash underwriting fees, $7,248,463 of deferred underwriting fees and $417,822 of other offering costs. Transaction costs charged to equity amounted to $11,365,513. Transactions costs expensed as of the date of the Initial Public Offering totaled $442,751. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed 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 approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until October 23, 2022 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and 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 and Capital Resources As of December 31, 2020, the Company had approximately $1,017,569 in its operating bank account and working capital of approximately $836,708. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through the payment of $25,000 from the Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares (as defined in Note 6), a advances from related party of approximately $170,000 (Note 6). Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 6). As of December 31, 2020, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

RESTATEMENT OF PREVIOUSLY ISSUE

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	12 Months Ended
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	Dec. 31, 2020
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS [Abstract]
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively, with the Public Warrants, the “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 offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement (the “Warrant Agreement”). In further consideration of the SEC Statement, 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 that the tender offer provision fails the “classified in stockholders’ 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 as well as re-evaluate the treatment of the warrants (including on October 23, 2020 and December 31, 2020) and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust, operating expenses, cash flows or cash. As Previously Reported Adjustments As Restated Balance sheet as of October 23, 2020 (audited) Total Liabilities $ 7,572,832 $ 11,832,666 $ 19,405,498 Class A Common Shares Subject to Possible Redemption 189,532,010 (11,832,666 ) 177,699,344 Class A Common Shares 105 118 223 Additional Paid-in Capital 5,074,488 428,279 5,502,767 Accumulated Deficit (75,162 ) (428,397 ) (503,559 ) Number of Class A common shares subject to possible redemption 18,953,201 (1,183,267 ) 17,769,934 Balance sheet as of December 31, 2020 (audited) Total Liabilities $ 7,988,103 $ 23,890,377 $ 31,878,480 Common Shares Subject to Possible Redemption 195,716,770 (23,890,380 ) 171,826,390 Class A Common Shares 114 239 353 Additional Paid-in Capital 5,740,253 12,133,235 17,873,488 Accumulated Deficit (740,882 ) (12,133,471 ) (12,874,353 ) Shareholders’ Equity 5,000,003 3 5,000,006 Number of Class A common shares subject to possible redemption 19,571,677 (2,389,038 ) 17,182,639 Statement of Operations for period from August 20, 2020 (inception) to December 31, 2020 (audited) Net loss (740,882 ) (12,133,471 ) (12,874,353 ) Weighted average shares outstanding of Class A common shares subject to possible redemption 20,459,343 - 20,459,343 Basic and diluted net loss per share, Class A (0.00 ) (0.00 ) (0.00 ) Weighted average shares outstanding of Class B non-redeemable common shares 5,059,158 - 5,059,158 Basic and diluted net loss per share, Class B (0.15 ) - (2.54 ) Statement of Cash Flows for period from August 20, 2020 (inception) to December 31, 2020 (audited) Net loss (740,882 ) (12,133,471 ) (12,874,353 ) Change in fair value of warrant liability - 11,690,720 11,690,720 Change in value of Class A common shares subject to redemption (665,720 ) (23,890,380 ) (24,556,100 ) Transaction costs associated with private warrants - - 442,751

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant estimates included in these financial statements is the determination of the fair value of the warrant liability. 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 at December 31, 2020. Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of cash and U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Offering Costs Offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $11,365,513 were charged to stockholders’ equity and $442,751 were charged to operations upon the completion of the Initial Public Offering (see Note 1). Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Black-Scholes Model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company’s deferred tax assets were deemed to be de minimis as of December 31, 2020. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from August 20, 2020 (inception) through December 31, 2020. Net Loss per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 10,997,951 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of loss per share for common shares subject to possible redemption in a manner similar to the two-class method of loss per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class B non-redeemable common stock outstanding for the period. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Period From August 20, 2020 (inception) Through December 31, 2020 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 29,588 Income and Franchise Tax (29,588 ) Net Earnings $ — Denominator: Weighted Average Class A Common Stock Subject to Possible Redemption Redeemable Class A Common Stock, Basic and Diluted 20,456,343 Earnings/Basic and Diluted Class A Common Stock Subject to Possible Redemption $ — Non-Redeemable Class A and B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (12,874,353 ) Redeemable Net Loss — Non-Redeemable Net Loss $ (12,874,353 ) Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class A and B Common Stock, Basic and Diluted 5,059,158 Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock $ (2.54 ) As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, excluding the warrant liability which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06, Debt -- Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging -- Contracts in Entity's Own Equity (Subtopic 815-40) ("ASU 2020-06") to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity's own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity's own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2021. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	12 Months Ended
INITIAL PUBLIC OFFERING	Dec. 31, 2020
INITIAL PUBLIC OFFERING [Abstract]
INITIAL PUBLIC OFFERING	NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 20,709,894 Units, at a price of $10.00 per Unit, inclusive of 709,894 Units sold to the underwriters on November 17, 2020 upon the underwriters’ election to partially exercise their over-allotment option. Each Unit consists of one share of Class A common stock and one-third 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	12 Months Ended
PRIVATE PLACEMENT	Dec. 31, 2020
PRIVATE PLACEMENT [Abstract]
PRIVATE PLACEMENT	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, generating proceeds of $6,000,000 in the aggregate. On November 17, 2020, in connection with the underwriters’ election to partially exercise their over-allotment option, the Company sold an additional 94,653 Private Placement Warrants to the Sponsor, at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $141,979. This amount is reflected on the Company’s balance sheet as of December 31, 2020 as a Due from Sponsor and was paid on March 23, 2021. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 9). 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 held in the Trust Account 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	12 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2020
RELATED PARTY TRANSACTIONS [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares During the period ended September 4, 2020, the Sponsor purchased 5,031,250 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. On September 16, 2020, the Company effected a stock dividend resulting in 6,468,750 Founder Shares being issued and outstanding. On October 20, 2020, the Company canceled 718,750 Founder Shares, resulting in an aggregate of 5,750,000 Founder Shares being issued and outstanding. In September 2020, the Sponsor transferred 20,000 Founder Shares to each of the Company’s independent directors. The Founder Shares include an aggregate of up to 750,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. All share and per-share amounts have been retroactively restated to reflect the share transactions. As a result of the underwriters’ election to partially exercise their over-allotment option on November 17, 2020, a total of 177,473 Founder Shares are no longer subject to forfeiture and 572,527 Founder Shares were forfeited, resulting in an aggregate of 5,177,473 Founder Shares issued and outstanding. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On August 28, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $250,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) March 31, 2021 or (ii) the consummation of the Initial Public Offering. As of December 31, 2020, there was no amounts outstanding under the Promissory Note. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. At December 31, 2020, no such Working Capital Loans were outstanding.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2020
COMMITMENTS AND CONTINGENCIES [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 7. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration and Stockholder Rights Pursuant to a registration rights agreement entered into on October 20, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any 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 pursuant to a registration and stockholder rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s 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 completion 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 registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $7,248,463 in the aggregate. The deferred fee will become payable to the underwriters 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	12 Months Ended
STOCKHOLDERS' EQUITY	Dec. 31, 2020
STOCKHOLDERS' EQUITY [Abstract]
STOCKHOLDER'S EQUITY	NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in 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 (i) the total number of all shares of common stock outstanding upon completion of the Initial Public Offering, plus (ii) all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares of Class A common stock 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 cannot determine at this time whether a majority of the holders of our Class B common stock at the time of any future issuance would agree to waive such adjustment to the conversion ratio.

WARRANT LIABILITY

WARRANT LIABILITY	12 Months Ended
WARRANT LIABILITY	Dec. 31, 2020
WARRANT LIABILITY [Abstract]
WARRANT LIABILITY	NOTE 9. WARRANT LIABILITY Public Warrants may only be exercised for a whole number of shares. No fractional warrants The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause such registration statement to become effective within 60 business days after the closing of a Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Redemptions of warrants when the price of Class A common stock equals or exceeds $18.00 ● 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, or the 30-day redemption period, to each warrant holder; and ● if, and only if, the reported 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. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Class common stock equals or exceeds $10.00 ● in whole and not in part; ● at a price of $0.10 per warrant provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares of Class A common stock determined based on the redemption date and the “fair market value” of the Company’s Class A common stock; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; ● if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto is available throughout the 30-day period after the written notice of redemption is given. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the Company’s initial business combination, warrant holders may, until such time as there is an effective registration statement, exercise warrants on a cashless basis. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A common (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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a 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 $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. 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 stock 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 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	12 Months Ended
INCOME TAX	Dec. 31, 2020
INCOME TAX [Abstract]
INCOME TAX	NOTE 10. INCOME TAX The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax asset Net operating loss carryforward $ 8,486 Organizational costs/Startup expenses 147,099 Total deferred tax asset 155,585 Valuation allowance (155,585 ) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: December 31, 2020 Federal Current $ — Deferred (155,585 ) State Current $ — Deferred — Change in valuation allowance 155,585 Income tax provision $ — As of December 31, 2020, the Company had a U.S. federal net operating loss carryover of approximately $40,000 available to offset future taxable income. 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 August 20, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $155,585. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: December 31, 2020 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of warrant liability (19.8 )% Change in valuation allowance (1.2 )% Income tax provision 0.0 % 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	12 Months Ended
FAIR VALUE MEASUREMENTS	Dec. 31, 2020
FAIR VALUE MEASUREMENTS [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 11. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with 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 on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. At December 31, 2020, assets held in the Trust Account were comprised of $628 in cash and $207,127,900 in U.S. Treasury securities. During the year ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity securities at December 31, 2020 are as follows: Held-To-Maturity Level Amortized Cost Gross Holding Gain Fair Value December 31, 2020 U.S. Treasury Securities (Mature on 2/18/2021) 1 $ 207,127,900 $ 5,527 $ 207,133,427 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. The following table presents information about the Company’s assets and 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. Level December 31, 2020 Assets: Cash and marketable securities held in Trust Account 1 $ 207,128,528 Liabilities: Warrant Liability – Public Warrants 1 $ 14,704,023 Warrant Liability – Private Placement Warrants 3 $ 9,186,354 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities 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 warrant liabilities in the statement of operations. The Private Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the public warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the public warrant price was used as the fair value as of each relevant date. The following table provides quantitative information regarding Level 3 fair value measurements at October 23, 2020 (Initial Measurement) and December 31, 2020 (Private Placement Warrants only): At 2020 (Initial Measurement) As of Stock price $ 9.52 $ 10.35 Strike price $ 11.50 $ 11.50 Volatility 10.0 % 10.0 % Risk-free rate 0.46 % 0.46 % Time until Business Combination occurring (years) 0.75 0.66 Dividend yield 0.0 % 0.0 % The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of August 20, 2020 (inception) $ — $ — $ — Initial measurement on October 23, 2020 (including overallotment) 4,586,011 7,613,646 12,199,657 Change in fair valule 4,600,343 7,090,377 11,690,720 Fair value as of December 31, 2020 $ 9,186,354 $ 14,704,023 $ 23,890,377 The following table presents the changes in fair value of Level 3 warrant liabilities: Fair value as of August 20, 2020 (inception) $ — Initial measurement on October 23, 2020 (including overallotment) 12,199,657 Transfers out of Level 3 (14,704023 ) Change in fair valule 11,690,720 Fair value as of December 31, 2020 $ 9,186,354 There were transfers out of Level 3 to other levels in the fair value hierarchy totaling $14,704023 for the period from August 20, 2020 (inception) until December 31, 2020.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2020
SUBSEQUENT EVENTS [Abstract]
SUBSEQUENT EVENTS	NOTE 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. Based upon this review, other than described in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant estimates included in these financial statements is the determination of the fair value of the warrant liability. 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 at December 31, 2020.
Investments Held in Trust Account	Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of cash and U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Offering Costs	Offering Costs Offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $11,365,513 were charged to stockholders’ equity and $442,751 were charged to operations upon the completion of the Initial Public Offering (see Note 1).
Warrant Liability	Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Black-Scholes Model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company’s deferred tax assets were deemed to be de minimis as of December 31, 2020. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from August 20, 2020 (inception) through December 31, 2020.
Net Loss per Common Share	Net Loss per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 10,997,951 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of loss per share for common shares subject to possible redemption in a manner similar to the two-class method of loss per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class B non-redeemable common stock outstanding for the period. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Period From August 20, 2020 (inception) Through December 31, 2020 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 29,588 Income and Franchise Tax (29,588 ) Net Earnings $ — Denominator: Weighted Average Class A Common Stock Subject to Possible Redemption Redeemable Class A Common Stock, Basic and Diluted 20,456,343 Earnings/Basic and Diluted Class A Common Stock Subject to Possible Redemption $ — Non-Redeemable Class A and B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (12,874,353 ) Redeemable Net Loss — Non-Redeemable Net Loss $ (12,874,353 ) Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class A and B Common Stock, Basic and Diluted 5,059,158 Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock $ (2.54 ) As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, excluding the warrant liability which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06, Debt -- Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging -- Contracts in Entity's Own Equity (Subtopic 815-40) ("ASU 2020-06") to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity's own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity's own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2021. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

RESTATEMENT OF PREVIOUSLY ISS_2

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)	12 Months Ended
	Dec. 31, 2020
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS [Abstract]
Accounting Standards Update and Change in Accounting Principle	The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust, operating expenses, cash flows or cash. As Previously Reported Adjustments As Restated Balance sheet as of October 23, 2020 (audited) Total Liabilities $ 7,572,832 $ 11,832,666 $ 19,405,498 Class A Common Shares Subject to Possible Redemption 189,532,010 (11,832,666 ) 177,699,344 Class A Common Shares 105 118 223 Additional Paid-in Capital 5,074,488 428,279 5,502,767 Accumulated Deficit (75,162 ) (428,397 ) (503,559 ) Number of Class A common shares subject to possible redemption 18,953,201 (1,183,267 ) 17,769,934 Balance sheet as of December 31, 2020 (audited) Total Liabilities $ 7,988,103 $ 23,890,377 $ 31,878,480 Common Shares Subject to Possible Redemption 195,716,770 (23,890,380 ) 171,826,390 Class A Common Shares 114 239 353 Additional Paid-in Capital 5,740,253 12,133,235 17,873,488 Accumulated Deficit (740,882 ) (12,133,471 ) (12,874,353 ) Shareholders’ Equity 5,000,003 3 5,000,006 Number of Class A common shares subject to possible redemption 19,571,677 (2,389,038 ) 17,182,639 Statement of Operations for period from August 20, 2020 (inception) to December 31, 2020 (audited) Net loss (740,882 ) (12,133,471 ) (12,874,353 ) Weighted average shares outstanding of Class A common shares subject to possible redemption 20,459,343 - 20,459,343 Basic and diluted net loss per share, Class A (0.00 ) (0.00 ) (0.00 ) Weighted average shares outstanding of Class B non-redeemable common shares 5,059,158 - 5,059,158 Basic and diluted net loss per share, Class B (0.15 ) - (2.54 ) Statement of Cash Flows for period from August 20, 2020 (inception) to December 31, 2020 (audited) Net loss (740,882 ) (12,133,471 ) (12,874,353 ) Change in fair value of warrant liability - 11,690,720 11,690,720 Change in value of Class A common shares subject to redemption (665,720 ) (23,890,380 ) (24,556,100 ) Transaction costs associated with private warrants - - 442,751

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Basic and Diluted Net Loss Per Common Share	The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Period From August 20, 2020 (inception) Through December 31, 2020 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 29,588 Income and Franchise Tax (29,588 ) Net Earnings $ — Denominator: Weighted Average Class A Common Stock Subject to Possible Redemption Redeemable Class A Common Stock, Basic and Diluted 20,456,343 Earnings/Basic and Diluted Class A Common Stock Subject to Possible Redemption $ — Non-Redeemable Class A and B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (12,874,353 ) Redeemable Net Loss — Non-Redeemable Net Loss $ (12,874,353 ) Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class A and B Common Stock, Basic and Diluted 5,059,158 Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock $ (2.54 )

INCOME TAX (Tables)

INCOME TAX (Tables)	12 Months Ended
INCOME TAX (Tables)	Dec. 31, 2020
INCOME TAX [Abstract]
Deferred Tax Assets	The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax asset Net operating loss carryforward $ 8,486 Organizational costs/Startup expenses 147,099 Total deferred tax asset 155,585 Valuation allowance (155,585 ) Deferred tax asset, net of allowance $ —
Income Tax Provision	The income tax provision consists of the following: December 31, 2020 Federal Current $ — Deferred (155,585 ) State Current $ — Deferred — Change in valuation allowance 155,585 Income tax provision $ —
Reconciliation of 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: December 31, 2020 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of warrant liability (19.8 )% Change in valuation allowance (1.2 )% Income tax provision 0.0 %

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
FAIR VALUE MEASUREMENTS (Tables)	Dec. 31, 2020
FAIR VALUE MEASUREMENTS [Abstract]
Gross Holding Gains and Fair Value of Held-To-Maturity Securities	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity securities at December 31, 2020 are as follows: Held-To-Maturity Level Amortized Cost Gross Holding Gain Fair Value December 31, 2020 U.S. Treasury Securities (Mature on 2/18/2021) 1 $ 207,127,900 $ 5,527 $ 207,133,427
Assets and Liabilities Measured at Fair Value on Recurring Basis	The following table presents information about the Company’s assets and 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. Level December 31, 2020 Assets: Cash and marketable securities held in Trust Account 1 $ 207,128,528 Liabilities: Warrant Liability – Public Warrants 1 $ 14,704,023 Warrant Liability – Private Placement Warrants 3 $ 9,186,354
Level 3 Fair Value Measurement Inputs	The following table provides quantitative information regarding Level 3 fair value measurements at October 23, 2020 (Initial Measurement) and December 31, 2020 (Private Placement Warrants only): At 2020 (Initial Measurement) As of Stock price $ 9.52 $ 10.35 Strike price $ 11.50 $ 11.50 Volatility 10.0 % 10.0 % Risk-free rate 0.46 % 0.46 % Time until Business Combination occurring (years) 0.75 0.66 Dividend yield 0.0 % 0.0 %
Changes in Fair Value of Warrant Liabilities	The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of August 20, 2020 (inception) $ — $ — $ — Initial measurement on October 23, 2020 (including overallotment) 4,586,011 7,613,646 12,199,657 Change in fair valule 4,600,343 7,090,377 11,690,720 Fair value as of December 31, 2020 $ 9,186,354 $ 14,704,023 $ 23,890,377
Changes in Fair Value of Level 3 Warrant Liabilities	The following table presents the changes in fair value of Level 3 warrant liabilities: Fair value as of August 20, 2020 (inception) $ — Initial measurement on October 23, 2020 (including overallotment) 12,199,657 Transfers out of Level 3 (14,704023 ) Change in fair valule 11,690,720 Fair value as of December 31, 2020 $ 9,186,354

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($)	Nov. 17, 2020	Oct. 23, 2020	Nov. 17, 2020	Dec. 31, 2020
Proceeds from Issuance of Equity [Abstract]
Units issued (in shares)				20,709,894
Gross proceeds from initial public offering				$ 202,956,961
Unit price, Initial Public Offering and Private Placement (in dollars per share)		$ 10
Amount deposited in Trust Account	$ 207,098,940	$ 200,000,000		207,098,940
Transaction costs		11,808,264
Underwriting fees		4,141,979
Deferred underwriting fees		7,248,463		7,248,463
Other offering costs		417,822
Transaction costs charged to equity		11,365,513		1,555,969
Transaction costs associated with private warrants		$ 442,471		$ 442,751
Redemption price (in dollars per share)				$ 10
Working Capital Loans [Member] \| Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member]
Proceeds from Issuance of Equity [Abstract]
Share price (in dollars per share)				$ 1.50
Maximum [Member]
Proceeds from Issuance of Equity [Abstract]
Amount of interest to pay dissolution expenses				$ 100,000
Private Placement Warrants [Member]
Proceeds from Issuance of Equity [Abstract]
Share price (in dollars per share)		$ 1.50
Warrants issued (in shares)		4,000,000
Gross proceeds from issuance of warrants		$ 6,000,000
Initial Public Offering [Member] \| Public Shares [Member]
Proceeds from Issuance of Equity [Abstract]
Units issued (in shares)		20,000,000	20,709,894
Share price (in dollars per share)	$ 10	$ 10	$ 10
Gross proceeds from initial public offering		$ 200,000,000
Over-Allotment Option [Member] \| Public Shares [Member]
Proceeds from Issuance of Equity [Abstract]
Units issued (in shares)	709,894
Share price (in dollars per share)	$ 10		10
Over-Allotment Option [Member] \| Private Placement Warrants [Member]
Proceeds from Issuance of Equity [Abstract]
Share price (in dollars per share)	$ 1.50		$ 1.50
Warrants issued (in shares)	94,653
Gross proceeds from issuance of warrants	$ 141,979
Over-Allotment Option and Private Placement [Member]
Proceeds from Issuance of Equity [Abstract]
Amount deposited in Trust Account	7,098,940
Net proceeds from Initial Public Offering and Private Placement	$ 7,240,919

DESCRIPTION OF ORGANIZATION A_3

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, Liquidity and Capital Resources (Details)	4 Months Ended	12 Months Ended
	Dec. 31, 2020USD ($)	Dec. 31, 2020USD ($)
Liquidity and Capital Resources [Abstract]
Cash in bank	$ 1,017,569	$ 1,017,569
Working capital	836,708	836,708
Proceeds from issuance of common stock	25,000
Advances from related party	169,737
Founder Shares [Member] \| Sponsor [Member]
Liquidity and Capital Resources [Abstract]
Proceeds from issuance of common stock		25,000
Advances from related party		170,000
Working Capital Loans [Member] \| Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member]
Liquidity and Capital Resources [Abstract]
Loan, outstanding	$ 0	$ 0

RESTATEMENT OF PREVIOUSLY ISS_3

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS, Balance Sheets (Details) - USD ($)	Dec. 31, 2020	Oct. 23, 2020	Aug. 19, 2020
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS [Abstract]
Minimum Of Percentage Of Outstanding Shares Held Warrants Settable In Cash	50.00%
Balance Sheet [Abstract]
Total Liabilities	$ 31,878,480	$ 19,405,498
Common Shares Subject to Possible Redemption	171,826,390
Additional paid-in capital	17,873,488	5,502,767
Accumulated deficit	(12,874,353)	(503,559)
Shareholder's Equity	5,000,006		$ 0
Class A Common Stock [Member]
Balance Sheet [Abstract]
Common Shares Subject to Possible Redemption	171,826,390	177,699,344
Class A Common Shares	$ 353	$ 223
Number of Class A common shares subject to possible redemption (in shares)	17,182,639	17,769,934
As Previously Reported [Member]
Balance Sheet [Abstract]
Total Liabilities	$ 7,988,103	$ 7,572,832
Common Shares Subject to Possible Redemption	195,716,770
Additional paid-in capital	5,740,253	5,074,488
Accumulated deficit	(740,882)	(75,162)
Shareholder's Equity	5,000,003
As Previously Reported [Member] \| Class A Common Stock [Member]
Balance Sheet [Abstract]
Common Shares Subject to Possible Redemption		189,532,010
Class A Common Shares	$ 114	$ 105
Number of Class A common shares subject to possible redemption (in shares)	19,571,677	18,953,201
Accounting for Warrants [Member] \| Adjustments [Member]
Balance Sheet [Abstract]
Total Liabilities	$ 23,890,377	$ 11,832,666
Common Shares Subject to Possible Redemption	(23,890,380)
Additional paid-in capital	12,133,235	428,279
Accumulated deficit	(12,133,471)	(428,397)
Shareholder's Equity	3
Accounting for Warrants [Member] \| Adjustments [Member] \| Class A Common Stock [Member]
Balance Sheet [Abstract]
Common Shares Subject to Possible Redemption		(11,832,666)
Class A Common Shares	$ 239	$ 118
Number of Class A common shares subject to possible redemption (in shares)	(2,389,038)	(1,183,267)

RESTATEMENT OF PREVIOUSLY ISS_4

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS, Statement of Operations (Details)	4 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
Statement of Operations [Abstract]
Net loss \| $	$ (12,874,353)
Class A Common Stock Subject to Possible Redemption [Member]
Statement of Operations [Abstract]
Weighted average shares outstanding (in shares) \| shares	20,459,343
Basic and diluted net loss per share (in dollars per share) \| $ / shares	$ 0
Class B Non-Redeemable Common Stock [Member]
Statement of Operations [Abstract]
Weighted average shares outstanding (in shares) \| shares	5,059,158
Basic and diluted net loss per share (in dollars per share) \| $ / shares	$ (2.54)
As Previously Reported [Member]
Statement of Operations [Abstract]
Net loss \| $	$ (740,882)
As Previously Reported [Member] \| Class A Common Stock Subject to Possible Redemption [Member]
Statement of Operations [Abstract]
Weighted average shares outstanding (in shares) \| shares	20,459,343
Basic and diluted net loss per share (in dollars per share) \| $ / shares	$ 0
As Previously Reported [Member] \| Class B Non-Redeemable Common Stock [Member]
Statement of Operations [Abstract]
Weighted average shares outstanding (in shares) \| shares	5,059,158
Basic and diluted net loss per share (in dollars per share) \| $ / shares	$ (0.15)
Accounting for Warrants [Member] \| Adjustments [Member]
Statement of Operations [Abstract]
Net loss \| $	$ (12,133,471)
Accounting for Warrants [Member] \| Adjustments [Member] \| Class A Common Stock Subject to Possible Redemption [Member]
Statement of Operations [Abstract]
Weighted average shares outstanding (in shares) \| shares	0
Basic and diluted net loss per share (in dollars per share) \| $ / shares	$ 0
Accounting for Warrants [Member] \| Adjustments [Member] \| Class B Non-Redeemable Common Stock [Member]
Statement of Operations [Abstract]
Weighted average shares outstanding (in shares) \| shares	0
Basic and diluted net loss per share (in dollars per share) \| $ / shares	$ 0

RESTATEMENT OF PREVIOUSLY ISS_5

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS, Statement of Cash Flows (Details) - USD ($)	Oct. 23, 2020	Dec. 31, 2020
Statement of Cash Flows [Abstract]
Net loss		$ (12,874,353)
Change in fair value of warrant liability		11,690,720
Change in value of Class A common shares subject to redemption		(24,556,100)
Transaction costs associated with private warrants	$ 442,471	442,751
As Previously Reported [Member]
Statement of Cash Flows [Abstract]
Net loss		(740,882)
Change in fair value of warrant liability		0
Change in value of Class A common shares subject to redemption		(665,720)
Transaction costs associated with private warrants		0
Accounting for Warrants [Member] \| Adjustments [Member]
Statement of Cash Flows [Abstract]
Net loss		(12,133,471)
Change in fair value of warrant liability		11,690,720
Change in value of Class A common shares subject to redemption		(23,890,380)
Transaction costs associated with private warrants		$ 0

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Oct. 23, 2020	Dec. 31, 2020
Cash and Cash Equivalents [Abstract]
Cash equivalents		$ 0
Offering Costs [Abstract]
Transaction costs charged to equity	$ 11,365,513	1,555,969
Transaction costs associated with private warrants	$ 442,471	442,751
Income Taxes [Abstract]
Unrecognized tax benefits		0
Accrued interest and penalties		0
Numerator: [Abstract]
Interest Income		29,588
Net loss		$ (12,874,353)
Class A Common Stock Subject to Possible Redemption [Member]
Net Loss Per Common Share [Abstract]
Antidilutive securities excluded from computation of earnings per share (in shares)		10,997,951
Numerator: [Abstract]
Interest Income		$ 29,588
Income Tax Franchise Tax		(29,588)
Net Earnings		$ 0
Denominator: [Abstract]
Weighted average shares outstanding (in shares)		20,459,343
Earnings (Loss) Basic and diluted per share (in dollars per share)		$ 0
Class A and Class B Non-Redeemable Common Stock [Member]
Numerator: [Abstract]
Net loss		$ (12,874,353)
Net Earnings		0
Non-Redeemable Net Loss		$ (12,874,353)
Denominator: [Abstract]
Weighted average shares outstanding (in shares)		5,059,158
Earnings (Loss) Basic and diluted per share (in dollars per share)		$ (2.54)

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - $ / shares	Nov. 17, 2020	Oct. 23, 2020	Nov. 17, 2020	Dec. 31, 2020
Initial Public Offering [Abstract]
Units issued (in shares)				20,709,894
Initial Public Offering [Member] \| Public Shares [Member]
Initial Public Offering [Abstract]
Units issued (in shares)		20,000,000	20,709,894
Unit price (in dollars per share)	$ 10	$ 10	$ 10
Initial Public Offering [Member] \| Public Warrant [Member]
Initial Public Offering [Abstract]
Number of securities called by each unit (in shares)		0.33
Warrants exercise price (in dollars per share)		$ 11.50
Initial Public Offering [Member] \| Class A Common Stock [Member]
Initial Public Offering [Abstract]
Number of securities called by each unit (in shares)		1
Number of securities called by each warrant (in shares)		1
Over-Allotment Option [Member] \| Public Shares [Member]
Initial Public Offering [Abstract]
Units issued (in shares)	709,894
Unit price (in dollars per share)	$ 10		$ 10

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - Private Placement Warrants [Member] - USD ($)	Nov. 17, 2020	Oct. 23, 2020
Private Placement Warrants [Abstract]
Warrants issued (in shares)		4,000,000
Share price (in dollars per share)		$ 1.50
Gross proceeds from issuance of warrants		$ 6,000,000
Over-Allotment Option [Member]
Private Placement Warrants [Abstract]
Warrants issued (in shares)	94,653
Share price (in dollars per share)	$ 1.50
Gross proceeds from issuance of warrants	$ 141,979
Class A Common Stock [Member]
Private Placement Warrants [Abstract]
Number of securities called by each warrant (in shares)		1
Warrants exercise price (in dollars per share)		$ 11.50

RELATED PARTY TRANSACTIONS, Fou

RELATED PARTY TRANSACTIONS, Founder Shares (Details) - USD ($)	Oct. 20, 2020	Sep. 30, 2020	Sep. 04, 2020	Dec. 31, 2020	Dec. 31, 2020	Nov. 17, 2020	Sep. 16, 2020
Founder Shares [Abstract]
Proceeds from issuance of Class B common stock to Sponsor				$ 25,000
Class A Common Stock [Member]
Founder Shares [Abstract]
Common stock, shares issued (in shares)				3,527,255	3,527,255
Common stock, shares outstanding (in shares)				3,527,255	3,527,255
Class B Common Stock [Member]
Founder Shares [Abstract]
Common stock, shares issued (in shares)				5,177,473	5,177,473
Common stock, shares outstanding (in shares)				5,177,473	5,177,473
Founder Shares [Member] \| Class B Common Stock [Member]
Founder Shares [Abstract]
Common stock, shares issued (in shares)	5,750,000					5,177,473	6,468,750
Common stock, shares outstanding (in shares)	5,750,000					5,177,473	6,468,750
Shares canceled (in shares)	718,750
Founder Shares [Member] \| Sponsor [Member]
Founder Shares [Abstract]
Proceeds from issuance of Class B common stock to Sponsor					$ 25,000
Number of shares no longer subject to forfeiture (in shares)						177,473
Number of shares forfeited (in shares)						572,527
Founder Shares [Member] \| Sponsor [Member] \| Class A Common Stock [Member]
Founder Shares [Abstract]
Number of trading days				20 days
Trading day threshold period				30 days
Founder Shares [Member] \| Sponsor [Member] \| Class A Common Stock [Member] \| Minimum [Member]
Founder Shares [Abstract]
Share price (in dollars per share)				$ 12	$ 12
Threshold period after initial Business Combination				150 days
Founder Shares [Member] \| Sponsor [Member] \| Class B Common Stock [Member]
Founder Shares [Abstract]
Shares issued (in shares)			5,031,250
Proceeds from issuance of Class B common stock to Sponsor			$ 25,000
Ownership interest, as converted percentage		20.00%
Founder Shares [Member] \| Sponsor [Member] \| Class B Common Stock [Member] \| Maximum [Member]
Founder Shares [Abstract]
Common stock, shares subject to forfeiture (in shares)		750,000
Founder Shares [Member] \| Director [Member]
Founder Shares [Abstract]
Shares issued (in shares)		20,000

RELATED PARTY TRANSACTIONS, Pro

RELATED PARTY TRANSACTIONS, Promissory Note and Related Party Loans (Details) - USD ($)	Aug. 28, 2020	Dec. 31, 2020
Sponsor [Member] \| Promissory Note [Member]
Related Party Transactions [Abstract]
Related party transaction	$ 250,000
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] \| Working Capital Loans [Member]
Related Party Transactions [Abstract]
Convertible loan, outstanding		$ 0
Share price (in dollars per share)		$ 1.50
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] \| Working Capital Loans [Member] \| Maximum [Member]
Related Party Transactions [Abstract]
Related party transaction		$ 2,000,000

COMMITMENTS AND CONTINGENCIES,

COMMITMENTS AND CONTINGENCIES, Registration and Stockholder Rights (Details)	Dec. 31, 2020Individual
Maximum [Member]
Registration and Stockholder Rights [Abstract]
Number of demands eligible security holder can make	3

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES, Underwriting Agreement (Details) - USD ($)	Dec. 31, 2020	Oct. 23, 2020
Underwriting Agreement [Abstract]
Underwriters deferred fee (in dollars per unit)	$ 0.35
Deferred underwriting fees	$ 7,248,463	$ 7,248,463

STOCKHOLDERS' EQUITY, Preferred

STOCKHOLDERS' EQUITY, Preferred Stock and Common Stock (Details)	4 Months Ended
	Dec. 31, 2020Vote$ / sharesshares	Oct. 23, 2020shares
Stockholders' Equity [Abstract]
Preferred stock, shares authorized (in shares)	1,000,000
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Preferred stock, shares issued (in shares)	0
Preferred stock, shares outstanding (in shares)	0
Stock conversion basis at time of business combination	1
Stock conversion percentage threshold	20.00%
Class A Common Stock [Member]
Stockholders' Equity [Abstract]
Common stock, shares authorized (in shares)	100,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Common stock, shares issued (in shares)	3,527,255
Common stock, shares outstanding (in shares)	3,527,255
Common stock subject to possible redemption (in shares)	17,182,639	17,769,934
Voting right per share \| Vote	1
Class B Common Stock [Member]
Stockholders' Equity [Abstract]
Common stock, shares authorized (in shares)	10,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Common stock, shares issued (in shares)	5,177,473
Common stock, shares outstanding (in shares)	5,177,473
Voting right per share \| Vote	1

WARRANT LIABILITY (Details)

WARRANT LIABILITY (Details)	12 Months Ended
WARRANT LIABILITY (Details)	Dec. 31, 2020$ / shares
Warrants [Abstract]
Period for warrants to become exercisable after IPO	12 days
Period for warrants to become exercisable upon closing of business combination	30 days
Expiration period of warrants	5 years
Period for registration statement to become effective	60 days
Maximum [Member]
Warrants [Abstract]
Number of days to file registration statement	15 days
Class A Common Stock [Member]
Warrants [Abstract]
Period for warrants to become exercisable	30 days
Class A Common Stock [Member] \| Additional Issue of Common Stock or Equity-linked Securities [Member]
Warrants [Abstract]
Number of trading days	20 days
Percentage of aggregate gross proceeds of issuance available for funding of business combination	115.00%
Class A Common Stock [Member] \| Additional Issue of Common Stock or Equity-linked Securities [Member] \| Minimum [Member]
Warrants [Abstract]
Percentage of exercise price of public warrants is adjusted higher than the market value of newly issued price	60.00%
Class A Common Stock [Member] \| Additional Issue of Common Stock or Equity-linked Securities [Member] \| Maximum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 9.20
Redemption of Warrants When Price Exceeds $18.00 [Member \| Class A Common Stock [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share)	$ 0.01
Notice period to redeem warrants	30 days
Number of trading days	20 days
Period commencing after warrants become exercisable	30 days
Redemption of Warrants When Price Exceeds $18.00 [Member \| Class A Common Stock [Member] \| Minimum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 18
Redemption of Warrants When Price Exceeds $18.00 [Member \| Class A Common Stock [Member] \| Additional Issue of Common Stock or Equity-linked Securities [Member]
Warrants [Abstract]
Percentage of redemption triggered price is adjusted higher than the market value of newly issued price	180.00%
Redemption of Warrants When Price Exceeds $10.00 [Member \| Class A Common Stock [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share)	$ 0.10
Notice period to redeem warrants	30 days
Redemption of Warrants When Price Exceeds $10.00 [Member \| Class A Common Stock [Member] \| Additional Issue of Common Stock or Equity-linked Securities [Member]
Warrants [Abstract]
Period commencing after warrants become exercisable	30 days
Percentage of redemption triggered price is adjusted higher than the market value of newly issued price	100.00%
Redemption of Warrants When Price Exceeds $10.00 [Member \| Class A Common Stock [Member] \| Additional Issue of Common Stock or Equity-linked Securities [Member] \| Minimum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 10

INCOME TAX (Details)

INCOME TAX (Details)	4 Months Ended
INCOME TAX (Details)	Dec. 31, 2020USD ($)
Deferred tax assets [Abstract]
Net operating loss carryforward	$ 8,486
Organizational costs/Startup expenses	147,099
Total deferred tax assets	155,585
Valuation allowance	(155,585)
Deferred tax asset, net of allowance	0
Federal [Abstract]
Current	0
Deferred	(155,585)
State [Abstract]
Current	0
Deferred	0
Change in valuation allowance	155,585
Income tax provision	0
Federal net operating loss carryovers	$ 40,000
Reconciliation of Federal Income Tax Rate [Abstract]
Statutory federal income tax rate	21.00%
State taxes, net of federal tax benefit	0.00%
Change in fair value of warrant liability	(19.80%)
Change in valuation allowance	(1.20%)
Income tax provision	0.00%

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details)	4 Months Ended
FAIR VALUE MEASUREMENTS (Details)	Dec. 31, 2020USD ($)
Cash [Member]
Assets [Abstract]
Assets held in trust account	$ 628
U.S. Treasury Securities [Member]
Assets [Abstract]
Assets held in trust account	$ 207,127,900
U.S. Treasury Securities [Member] \| Recurring [Member]
Held-To-Maturity [Abstract]
Maturity date	Feb. 18, 2021
U.S. Treasury Securities [Member] \| Recurring [Member] \| Level 1 [Member]
Held-To-Maturity [Abstract]
Amortized cost	$ 207,127,900
Gross holding gain	5,527
Fair value	$ 207,133,427

FAIR VALUE MEASUREMENTS, Assets

FAIR VALUE MEASUREMENTS, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring [Member]	Dec. 31, 2020USD ($)
Level 1 [Member]
Assets [Abstract]
Cash and marketable securities held in Trust Account	$ 207,128,528
Level 1 [Member] \| Public Warrants [Member]
Liabilities [Abstract]
Warrant Liability	14,704,023
Level 3 [Member] \| Private Placement Warrants [Member]
Liabilities [Abstract]
Warrant Liability	$ 9,186,354

FAIR VALUE MEASUREMENTS, Level

FAIR VALUE MEASUREMENTS, Level 3 Fair Value Measurement Inputs (Details)	Dec. 31, 2020$ / shares	Oct. 23, 2020$ / shares
Fair Value Measurements [Abstract]
Time until Business Combination occurring (years)	5 years
Warrant [Member]
Fair Value Measurements [Abstract]
Time until Business Combination occurring (years)	7 months 28 days	9 months
Warrant [Member] \| Stock Price [Member]
Fair Value Measurements [Abstract]
Measurement input	10.35	9.52
Warrant [Member] \| Strike Price [Member]
Fair Value Measurements [Abstract]
Measurement input	11.50	11.50
Warrant [Member] \| Volatility [Member]
Fair Value Measurements [Abstract]
Measurement input	0.100	0.100
Warrant [Member] \| Risk-free Rate [Member]
Fair Value Measurements [Abstract]
Measurement input	0.0046	0.0046
Warrant [Member] \| Dividend Yield [Member]
Fair Value Measurements [Abstract]
Measurement input	0	0

FAIR VALUE MEASUREMENT, Change

FAIR VALUE MEASUREMENT, Change in Fair Value of Warrant Liabilities (Details)	4 Months Ended
	Dec. 31, 2020USD ($)
Warrant Liabilities [Member]
Changes in Fair Value of Warrant Liabilities [Roll Forward]
Fair value, Beginning balance	$ 0
Initial measurement on October 23, 2020 (including overallotment)	12,199,657
Change in fair value	11,690,720
Fair value, Ending balance	23,890,377
Private Placement Warrants [Member]
Changes in Fair Value of Warrant Liabilities [Roll Forward]
Fair value, Beginning balance	0
Initial measurement on October 23, 2020 (including overallotment)	4,586,011
Change in fair value	4,600,343
Fair value, Ending balance	9,186,354
Public Warrants [Member]
Changes in Fair Value of Warrant Liabilities [Roll Forward]
Fair value, Beginning balance	0
Initial measurement on October 23, 2020 (including overallotment)	7,613,646
Change in fair value	7,090,377
Fair value, Ending balance	$ 14,704,023

FAIR VALUE MEASUREMENTS, Change

FAIR VALUE MEASUREMENTS, Changes in Fair Value of Level 3 Warrant Liabilities (Details) - Warrant Liabilities [Member]	4 Months Ended
	Dec. 31, 2020USD ($)
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Fair value beginning balance	$ 0
Initial measurement on October 23, 2020 (including overallotment)	12,199,657
Transfers out of Level 3	(14,704,023)
Change in fair value	11,690,720
Fair value, ending balance	$ 9,186,354