Archaea Energy (LFG) 10-K/A13 May 212020 FY Annual report (amended)Financial data

Company Profile

Document And Entity Information

Document And Entity Information - USD ($)	4 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2020	Mar. 19, 2021	Jun. 30, 2020
Document Information Line Items
Entity Registrant Name	Rice Acquisition Corp.
Document Type	10-K/A
Current Fiscal Year End Date	--12-31
Entity Public Float			$ 127,909,348
Amendment Flag	true
Amendment Description	This Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) amends the Annual Report on Form 10-K of Rice Acquisition Corp. (“we,” “us,” “our” or the “Company”) for the fiscal year ended December 31, 2020 (the “Original Filing”), as filed with the Securities and Exchange Commission (“SEC”) on March 30, 2021 (the “Original Filing Date”). The purpose of this Amendment No. 1 is to restate our previously issued consolidated financial statements and related financial information as of December 31, 2020 and for the period from September 1, 2020 to December 31, 2020 (such period, the “Affected Period” and such financial statements, the “Financial Statements”) contained in the Original Filing. This Amendment No. 1 speaks as of the Original Filing Date and has not been updated to reflect events occurring subsequent to the filing of the Original Filing other than those associated with the restatement of the Financial Statements.
Entity Central Index Key	0001823766
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Transition Report	false
Entity File Number	001-1823766
Entity Incorporation, State or Country Code	DE
Entity Interactive Data Current	Yes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		23,727,500
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		5,931,350

Consolidated Balance Sheet

Consolidated Balance Sheet	Dec. 31, 2020USD ($)
Current assets:
Cash	$ 1,335,167
Prepaid expenses	662,865
Total current assets	1,998,032
Investments held in Trust Account	237,308,171
Total Assets	239,306,203
Current liabilities:
Accrued expenses	118,446
Accounts payable	217,918
Franchise tax payable	65,481
Total current liabilities	401,845
Warrant Liabilities	42,588,487
Deferred legal fees	187,500
Deferred underwriting commissions in connection with the initial public offering	7,610,750
Total liabilities	50,788,582
Commitments and Contingencies
Class A common stock; 18,351,762 shares subject to possible redemption at $10.00 per share	183,517,620
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	27,492,099
Accumulated deficit	(21,629,069)
Total Rice Acquisition Corp equity	5,864,161
Non-controlling interest in subsidiary	(864,160)
Total stockholders’ equity	5,000,001
Total Liabilities and Stockholders’ Equity	239,306,203
Class A Common Stock
Stockholders’ Equity:
Common stock value	538
Total stockholders’ equity	538
Class B Common Stock
Stockholders’ Equity:
Common stock value	593
Total stockholders’ equity	$ 593

Consolidated Balance Sheet (Par

Consolidated Balance Sheet (Parentheticals)	Dec. 31, 2020$ / sharesshares
Preferred stock par value (in Dollars per share) \| $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Class A Common Stock
Common stock shares subject to possible redemption	18,351,762
Common stock shares subject to possible redemption, per share (in Dollars per share) \| $ / shares	$ 10
Common stock par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock, shares authorized	250,000,000
Common stock, shares issued	5,375,738
Common stock, shares outstanding	5,375,738
Class B Common Stock
Common stock par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock, shares authorized	20,000,000
Common stock, shares issued	5,931,350
Common stock, shares outstanding	5,931,350

Consolidated Statement of Opera

Consolidated Statement of Operations	4 Months Ended
Consolidated Statement of Operations	Dec. 31, 2020USD ($)$ / sharesshares
General and administrative expenses	$ 291,301
Franchise tax expense	65,481
Total operating expenses	(356,782)
Loss on initial issuance of warrants	(1,654,000)
Transaction costs allocated to warrant liabilities	(787,138)
Interest Income	32,171
Change in fair value of warrant liabilities	(19,728,480)
Net loss	(22,494,229)
Net loss attributable to non-controlling interest in subsidiary	(865,160)
Net loss attributable to Rice Acquisition Corp.	$ (21,629,069)
Redeemable Class A Common Stock
Weighted average shares outstanding (in Shares) \| shares	23,725,000
Basic and diluted net income per share (in Dollars per share) \| $ / shares
Nonredeemable Class A and Class B Common Stock
Weighted average shares outstanding (in Shares) \| shares	5,685,606	[1]
Basic and diluted net income per share (in Dollars per share) \| $ / shares	$ (3.80)

[1]	This number excludes an aggregate of up to 250,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On December 5, 2020, the remaining unexercised over-allotment expired unused and therefore the remaining 250,000 shares of Class B common stock were forfeited (see Note 5).

Consolidated Statement of Chang

Consolidated Statement of Changes in Stockholders’ Equity - 4 months ended Dec. 31, 2020 - USD ($)	Class A Common Stock	Class B Common Stock		Additional Paid-In Capital	Accumulated Deficit	Non-controlling Interest in subsidiary	Total
Balance at Aug. 31, 2020
Balance (in Shares) at Aug. 31, 2020
Issuance of Class A and Class B common stock to Sponsor		$ 618		24,382			25,000
Issuance of Class A and Class B common stock to Sponsor (in Shares)	2,500	6,181,350	[1]
Issuance of Units in subsidiary to Sponsor						1,000	1,000
Sale of Class A shares in initial public offering, gross	$ 2,373			222,812,627			222,815,000
Sale of Class A shares in initial public offering, gross (in Shares)	23,725,000
Offering costs				(11,829,150)			(11,829,150)
Class A Common stock subject to possible redemption	$ (1,835)			(183,515,785)			(183,517,620)
Class A Common stock subject to possible redemption (in Shares)	(18,351,762)
Forfeited Shares		$ (25)		25
Forfeited Shares (in Shares)		(250,000)	[1]
Net loss					(21,629,069)	(865,160)	(22,494,229)
Balance at Dec. 31, 2020	$ 538	$ 593		$ 27,492,099	$ (21,629,069)	$ (864,160)	$ 5,000,001
Balance (in Shares) at Dec. 31, 2020	5,375,738	5,931,350	[1]

[1]	In October 2020, the Company effected a dividend of Class B common stock, resulting in an aggregate of 6,181,350 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the dividend (see Note 5).

Consolidated Statement of Cash

Consolidated Statement of Cash Flows	4 Months Ended
Consolidated Statement of Cash Flows	Dec. 31, 2020USD ($)
Cash Flows from Operating Activities:
Net loss	$ (22,494,229)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liabilities	19,728,480
General and administrative expenses paid through Note from Sponsor	130,377
Loss on initial issuance of warrants	1,654,000
Transaction costs allocated to warrant liability	787,138
Interest earned on securities held in Trust Account	(32,171)
Changes in operating assets and liabilities:
Prepaid expenses	(662,865)
Accounts payable	44,898
Accrued expenses	33,446
Franchise tax payable	65,481
Net cash used in operating activities	(745,445)
Cash Flows from Investing Activities
Cash deposited in Trust Account	(237,276,000)
Net cash used in investing activities	(237,276,000)
Cash Flows from Financing Activities:
Proceeds from note payable to related party	44,500
Repayment of note payable to related party	(289,713)
Proceeds received from initial public offering, gross	237,250,000
Proceeds received from private placement	6,771,000
Offering costs paid	(4,419,175)
Net cash provided by financing activities	239,356,612
Net change in cash	1,335,167
Cash - beginning of the period
Cash - end of the period	1,335,167
Supplemental disclosure of noncash financing activities:
Offering costs paid by Sponsor in exchange for issuance of Class A and Class B common stock	25,000
Non-controlling interest in subsidiary	1,000
Offering costs included in accounts payable	173,020
Offering costs included in accrued expenses	85,000
Offering costs funded with note payable - related party	114,836
Deferred legal fees	187,500
Deferred underwriting commissions	7,610,750
Initial value of Class A ordinary shares subject to possible redemption	193,104,980
Change in value of Class A ordinary shares subject to possible redemption	(9,587,360,000,000)
Initial classification of warrant liability	$ 21,206,020,000,000

Description of Organization and

Description of Organization and Business Operations	4 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 Rice Acquisition Corp. (the “Company”) was incorporated in Delaware on September 1, 2020. As used herein, “the Company” or “Rice” refer to Rice Acquisition Corp. and its majority-owned and controlled operating subsidiary, Rice Acquisition Holdings LLC (the “Opco”), unless the context indicates otherwise. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from September 1, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the preparation of its initial public offering (the “Initial Public Offering”) and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Rice Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on October 21, 2020. On October 26, 2020, the Company consummated its Initial Public Offering of 23,725,000 units (each, a “Unit” and collectively, the “Units”), including 2,225,000 additional Units that were issued pursuant to the underwriters’ partial exercise of their over-allotment option (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of approximately $237.3 million, and incurring offering costs of approximately $12.5 million, inclusive of $7.6 million in deferred underwriting commissions (Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,771,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor and Atlas Point Energy Infrastructure Fund, LLC (“Atlas Point Fund”), at a price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of approximately $6.8 million (Note 5). Each Private Placement Warrant is exercisable to purchase one share of Rice’s Class A common stock or, in certain circumstances, one Class A Unit of Opco together with a corresponding number of shares of Rice’s non-economic Class B common stock. Following the Initial Public Offering, the Public Stockholders (as defined below) will hold a direct economic equity ownership interest in Rice in the form of shares of Class A common stock, and an indirect ownership interest in Opco through Rice’s ownership of Class A Units of Opco. By contrast, the Initial Stockholders (as defined below) will own direct economic interests in Opco in the form of Class B Units and a corresponding non-economic voting equity interest in Rice in the form of shares of Class B common stock, as well as a small direct interest through the Sponsor Shares (as defined in Note 5). Sponsor Shares were purchased for $10.00 each and, in the absence of an initial Business Combination, will generally participate in liquidation or other payments on a pari passu basis with the Public Shares (as defined below). However, given the relatively de minimis number of Sponsor Shares relative to Public Shares, in many cases the economic, governance or other effects of the Sponsor Shares are not material to the holders of Class A common stock or warrants, and for simplicity, portions of this disclosure may not fully describe or reflect these immaterial effects. Upon the closing of the Initial Public Offering and the Private Placement, approximately $237.3 million of the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act (as defined below) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the 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 having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in Trust) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-business combination company controls 50% or more of the voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company will provide the holders (the “Public Stockholders”) of the Company’s Public Shares 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. Unless otherwise stated herein, the term “Public Shares” includes the 2,500 shares of Class A common stock, par value $0.0001 per share, of the Company held by the Sponsor and forming part of the Sponsor Shares. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 5), Sponsor Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or October 26, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but 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 franchise and income taxes of the Company or Opco (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares and Class A Units of Opco (other than those held by Rice), which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the 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. The Sponsor, Atlas Point Fund and the Company’s officers and directors (the “Initial Stockholders”) have agreed (i) that any Founder Shares and Sponsor Shares held by them will not be entitled to redemption rights, and they will waive any such redemption rights for any Public Shares held by them, in connection with the completion of the initial Business Combination, (ii) that any Founder Shares and Sponsor Shares held by them will not be entitled to redemption rights, and they will waive any such redemption rights for any Public Shares held by them, in connection with a stockholder vote to amend our amended and restated certificate of incorporation in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company have not consummated the initial Business Combination within the Combination Period, (iii) that any Founder Shares held by them are subject to forfeiture, and thus will not be entitled to liquidating distributions from the Trust Account, and they will waive any such rights to liquidating distributions for any Founder Shares, if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares and Sponsor Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period), and (iv) in certain limited circumstances the Class B Units of Opco will have more limited rights to current or liquidating distributions from the Company. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and subsequently liquidates 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 and Sponsor Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. 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 (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share or Class A Unit of Opco not held by Rice and (ii) the actual amount per Public Share or Class A Unit of Opco not held by Rice held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share or Class A Unit of Opco not held by Rice due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable), nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Basis of Presentation and Principles of Consolidation The Company’s Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. The consolidated financial statements include the accounts of the Company and its majority-owned and controlled operating subsidiary after elimination of all intercompany transactions and balances as of December 31, 2020. The ownership interest of noncontrolling participants in the operating subsidiary is included as a separate component of stockholders’ equity. The noncontrolling participants’ share of the net loss is included as “Net loss attributable to noncontrolling interest in Opco” on the accompanying consolidated statement of operations. 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s Consolidated Financial Statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Liquidity and Capital Resources As of December 31, 2020, the Company had approximately $1.3 million in its operating bank account and working capital of approximately $1.6 million (including tax obligations of approximately $32,000 that may be paid using the withdrawal of interest earned from Trust Account). The Company’s liquidity needs to date had been satisfied through the payment of $26,000 from the Sponsor to purchase the Founder Shares and Sponsor Shares (see Note 5), the loan under the Note of approximately $290,000 (see Note 5), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on November 10, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s officers, directors and initial stockholders may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of December 31, 2020, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risk and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s results of operations, financial position and cash flows may be materially adversely affected. Additionally, the Company’s ability to complete an Initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an Initial Business Combination in a timely manner. The Company’s ability to consummate an Initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. The Consolidated Financial Statements does not include any adjustments that might result from the outcome of this uncertainty.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	4 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 In April 2021, the Company concluded that, because of a misapplication of the accounting guidance related to its Public and Private Placement warrants the Company issued in October 2020, the Company’s previously issued financial statements for the period ended October 26, 2020 and the year ended December 31, 2020 should no longer be relied upon. As such, the Company is restating its financial statements for the Affected Periods included in this Annual Report. On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance on October 26, 2020, the Company’s warrants were accounted for as equity within the Company’s previously reported balance sheets, and after discussion and evaluation, including with the Company’s independent auditors, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement. Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants, based on our application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. The Company reassessed its accounting for Warrants issued on October 26, 2020, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company Statement of Operations each reporting period. Impact of the Restatement The impact of the restatement on the balance sheets, statements of operations and statements of cash flows is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. As of December 31, 2020 As Previously Reported Restatement Adjustment As Restated Balance Sheet Total assets $ 239,306,203 $ - $ 239,306,203 Liabilities, redeemable non-controlling interest and stockholders’ equity Total current liabilities $ 401,845 $ - $ 401,845 Deferred legal fees 187,500 - 187,500 Deferred underwriting commissions 7,610,750 - 7,610,750 Warrant liabilities - 42,588,487 42,588,500 Total liabilities 8,200,095 42,588,487 50,788,595 Class A common stock, $0.0001 par value; shares subject to possible redemption 215,965,000 (32,447,380 ) 183,517,620 Stockholders’ equity Preferred stock- $0.0001 par value - - - Class A common stock - $0.0001 par value 213 325 538 Class B common stock - $0.0001 par value 593 - 593 Additional paid-in-capital 15,463,913 12,028,186 27,492,099 Accumulated deficit (312,126 ) (21,316,943 ) (21,629,069 ) Total Rice Acquisition Corp equity 15,152,593 (41,735,825 ) 5.864,161 Non-controlling interest in subsidiary (11,485 ) (852,675 ) (864,160 ) Total stockholders’ equity 15,141,108 - 5,000,001 Total liabilities and stockholders’ equity $ 239,306,203 $ - $ 239,306,203 Period From September 1, 2020 (Inception) Through December 31, 2020 As Previously Reported Restatement Adjustment As Restated Statement of Operations and Comprehensive Loss Loss from operations $ (356,782 ) $ - $ (356,782 ) Compensation expense attributable to the sale of private placement warrants - (1,654,000 ) (1,654,000 ) Offering costs allocated to warrant liability - (787,138 ) (787,138 ) Change in fair value of warrant liabilities - (19,728,480 ) (19,728,480 ) Interest income 32,171 - 32,171 Total other (expense) income 32,171 (22,169,618 ) (22,137,447 ) Loss before income tax expense (324,611 ) (22,169,618 ) (22,494,229 ) Net loss attributable to non-controlling interest (12,485 ) (852,675 ) (865,160 ) Net loss $ (312,126 ) $ (21,316,943 ) $ (21,629,069 ) Basic and Diluted weighted-average Class A common shares outstanding 23,725,000 - 23,725,000 Basic and Diluted net loss per Class A common shares $ 0.00 - $ 0.00 Basic and Diluted weighted-average Class B common shares outstanding 5,685,606 - 5,685,606 Basic and Diluted net loss per Class B common shares $ (0.05 ) (3.75 ) $ (3.80 ) Period From September 1, 2020 (Inception) Through December 31, 2020 As Previously Reported Restatement Adjustment As Restated Statement of Cash Flows Net loss $ (324,611 ) $ (22,169,618 ) $ (22,494,229 ) Change in fair value of warrant liabilities - 19,728,840 19,728,840 Compensation expense attributable to the sale of private placement warrants - 1,654,000 1,654,000 Offering costs allocated to warrant liability - 787,138 787,138 Net cash used in operating activities (745,445 ) - (745,445 ) Net cash used in investing activities (237,276,000 ) - (237,276,000 ) Net cash provided by financing activities 239,356,612 - 239,356,612 Net change in cash $ 1,335,167 $ - $ 1,335,167 As of October 26, 2020 As Previously Reported Restatement Adjustment As Restated Balance Sheet Total assets $ 240,445,800 $ - $ 240,445,800 Liabilities, redeemable non-controlling interest and stockholders’ equity Total current liabilities $ 1,256,827 $ - $ 1,256,827 Deferred legal fees 187,500 - 187,500 Deferred underwriting commissions 7,610,750 - 7,610,750 Warrant liabilities - 22,860,020 22,860,020 Total liabilities 9,055,077 22,860,020 31,915,097 Class A common stock, $0.0001 par value; shares subject to possible redemption 215,965,000 (12,434,304 ) 203,530,696 Stockholders’ equity Preferred stock- $0.0001 par value - - - Class A common stock - $0.0001 par value 213 124 441 Class B common stock - $0.0001 par value 618 - 337 Additional paid-in-capital 15,560,408 (7,890,816 ) 7,669,592 Accumulated deficit (131,265 ) (2,441,138 ) (2,572,403 ) Total Rice Acquisition Corp equity 15,429,974 (10,331,830 ) 5,098,144 Non-controlling interest in subsidiary (4,251 ) (93,886 ) (98,137 ) Total stockholders’ equity 15,425,723 (10,425,716 ) 5,000,007 Total liabilities and stockholders’ equity $ 240,445,800 $ - $ 240,445,800

Summary of Significant Accounti

Summary of Significant Accounting Policies	4 Months Ended
Summary of Significant Accounting Policies	Dec. 31, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 3—Summary of Significant Accounting Policies Use of Estimates The preparation of Consolidated Financial Statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the Consolidated Financial Statements, and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the Consolidated Financial Statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There are no cash equivalents as of December 31, 2020. Investments Held in Trust Account Upon the closing of the Initial Public Offering and the Private Placement, the Company was required to place net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement in a Trust Account, which may be invested in 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 in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by management of the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account. Investments held in Trust Account are classified as trading securities, which are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in gain on marketable securities, dividends and interest held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. At December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value Measurement 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. U.S. 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 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. Fair Value of Financial Instruments As of December 31, 2020, the carrying values of cash, accounts payable, accrued expenses, and franchise tax payable approximate their fair values due to the short-term nature of the instruments. As of December 31, 2020, the Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less, which are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. Offering Costs Associated with the Initial Public Offering Offering costs consisted of underwriting, legal, accounting, underwriting commissions and other costs incurred that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are 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 the occurrence of uncertain future events. Accordingly, as of December 31, 2020, an aggregate of 18,351,762 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 consolidated balance sheet. Net Loss Per Common Share Net loss per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 18,351,762 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per common share is the same as basic earnings per common share for the period presented. The Company's statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Class A common stock is calculated by dividing the net gain from investments held in the Trust Account of approximately $32,000, net of applicable franchise taxes of approximately $32,000 for the period from September 1, 2020 (inception) through December 31, 2020, by the weighted average number of shares of Class A common stock outstanding for the period. Net loss per share, basic and diluted for Class B common stock for the period from September 1, 2020 (inception) through December 31, 2020 is calculated by dividing the change in fair value of warrant liability of approximately $19.7 million, compensation expense of approximately $1.7 million, approximately $787,000 related to warrant financing costs, general and administration expenses of approximately $291,000 and franchise taxes of approximately $33,000, net of noncontrolling interest of approximately $865,000, resulting in a net loss of approximately $21.6 million, by the weighted average number of Class B common stock outstanding for the period. Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board (“FASB”) Accounting Standard Codification, or FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB 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. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 18,633,500 common stock warrants issued in connection with its Initial Public Offering (11,862,500) and Private Placement (6,771,000) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using Monte-Carlo simulations at each measurement date. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s Consolidated Financial Statements.

Initial Public Offering

Initial Public Offering	4 Months Ended
Initial Public Offering	Dec. 31, 2020
Initial Public Offering [Abstract]
Initial Public Offering	Note 4—Initial Public Offering On October 26, 2020, the Company consummated its Initial Public Offering of 23,725,000 Units, including 2,225,000 Over-Allotment Units that were issued pursuant to the underwriters’ partial exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of approximately $237.3 million, and incurring offering costs of approximately $12.5 million, inclusive of $7.6 million in deferred underwriting commissions. Of the 23,725,000 Units sold, affiliates of the Sponsor and Atlas Point Fund had purchased 1,980,000 Units (the “Affiliated Units”) and 2,128,500 Units (the “Atlas Units”), respectively, at the Initial Public Offering price. The underwriters did not receive any underwriting discounts or commissions on the 1,980,000 Affiliated Units. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Rice’s Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

Related Party Transactions

Related Party Transactions	4 Months Ended
Related Party Transactions	Dec. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Note 5—Related Party Transactions Founder Shares and Sponsor Shares In September 2020, the Sponsor paid $25,000 to cover for certain of expenses of the Company in exchange for issuance of (i) 5,750,100 shares of Rice’s Class B common stock, par value $0.0001 per share, and (ii) 2,500 shares of Rice’s Class A common stock, par value $0.0001 per share. In September 2020, the Sponsor received 5,750,000 Class B Units of Opco (which are profits interest units only). In October 2020, the Sponsor forfeited 90,000 Class B Units of Opco, and 30,000 Class B Units of Opco were issued to each of the independent directors. The Sponsor transferred a corresponding number of shares of Class B common stock to the independent directors. In October 2020, the Company effected a dividend, resulting in an aggregate of (i) 6,181,350 shares of Rice’s Class B common stock, and (ii) 2,500 shares of Rice’s Class A common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the dividend. Upon a liquidation of Opco, distributions generally will be made to the holders of Opco Units on a pro rata basis, subject to certain limitations with respect to the Class B Units of Opco, including that, prior to the completion of the initial Business Combination, such Class B Units will not be entitled to participate in a liquidating distribution. Also, in September 2020, Rice paid $25,000 to Opco in exchange for issuance of 2,500 Class A Units of Opco. In September 2020, the Sponsor received 100 Class A Units of Opco in exchange for $1,000. The Company refers to the 6,181,250 shares of Class B common stock and corresponding number of Class B Units of Opco (or the Class A Units of Opco into which such Class B Units will convert) collectively as the “Founder Shares”. The Founder Shares consist of Class B Units of Opco (and any Class A Units of Opco into which such Class B Units are converted) and a corresponding number of shares of Class B common stock, which together will be exchangeable for shares of Rice’s Class A common stock after the time of the initial Business Combination on a one-for-one basis, subject to adjustment as provided herein. The Company refers to the 2,500 shares of Rice’s Class A common stock and the 100 Class A Units of Opco and a corresponding number of shares of Rice’s non-economic Class B common stock (which together will be exchangeable into shares of Class A common stock after the initial Business Combination on a one-for-one basis) collectively as the “Sponsor Shares”. Upon the closing of the Initial Public Offering, the Sponsor forfeited 309,063 Class B Units of Opco, and 309,063 Class B Units of Opco were issued to Atlas Point Fund. The Sponsor transferred a corresponding number of shares of Class B common stock to Atlas Point Fund. The Initial Stockholders agreed to forfeit up to 806,250 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters, so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the Sponsor Shares). On October 26, 2020, the underwriters partially exercised the over-allotment option to purchase as additional 2,225,000 Units; thus, only 250,000 Founder Shares remain subject to forfeiture to the extent the over-allotment option is fully exercised. On December 5, 2020, the remaining unexercised over-allotment expired unused and therefore the remaining 250,000 shares of Class B common stock were forfeited. The Class B Units of Opco will convert into Class A Units of Opco in connection with the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and subject to further adjustment as provided herein. The Founder Shares consist of Class B Units of Opco (and any Class A Units of Opco into which such Class B Units are converted) and a corresponding number of shares of Class B common stock, which together will be exchangeable for shares of Class A common stock after the time of the initial Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the Business Combination (other than the forward purchase securities), the number of Class A Units of Opco into which the Class B Units of Opco will convert may be adjusted (unless the holders of a majority of the outstanding Founder Shares 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 exchange of all Founder Shares will equal, in the aggregate, on an as-exchanged basis, 20% of the sum of the total outstanding shares of Rice’s common stock upon completion of the Initial Public Offering, plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding the forward purchase securities and any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and excluding the Sponsor Shares). In addition, the number of outstanding shares of Class B common stock will be adjusted through a stock split or stock dividend so that the total number of outstanding shares of Class B common stock corresponds to the total number of Class A Units of Opco outstanding (other than those held by Rice) plus the total number of Class A Units Opco into which the Class B Units of Opco are entitled to convert. The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares held by them (and any shares of Class A common stock acquired upon exchange of Founder Shares) until one year after the date of the consummation of the initial Business Combination or earlier if, subsequent to the initial Business Combination, (i) the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (ii) the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,771,000 Private Placement Warrants to the Sponsor and Atlas Point Fund, at a price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of approximately $6.8 million. Each whole Private Placement Warrant is exercisable for a price of $11.50 to purchase one share of Rice’s Class A common stock or, in certain circumstances, one Class A Unit of Opco together with a corresponding number of shares of Rice’s non-economic Class B common stock. A portion of the proceeds from the sale of the Private Placement Warrants was added to the 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 Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor, Atlas Point Fund or their permitted transferees. With certain limited exceptions, the Private Placement Warrants and the securities underlying such warrants will not be transferable, assignable or saleable until 30 days after the completion of the initial Business Combination. Related Party Loans On September 1, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed an aggregate of approximately $290,000 under the Note. The outstanding balance of the Note was paid in full as of November 10, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. 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. To date, the Company had no borrowings under the Working Capital Loans. The Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers or directors, or their affiliates. Administrative Support Agreement Commencing on the date the Company’s securities are first listed on NYSE, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial support and administrative services provided to members of the management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

Commitments and Contingencies

Commitments and Contingencies	4 Months Ended
Commitments and Contingencies	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6—Commitments and Contingencies Forward Purchase Agreement The Company entered into an amended and restated forward purchase agreement (the “Forward Purchase Agreement”) with Atlas Point Fund, pursuant to which Atlas Point Fund, which is a fund managed by CIBC National Trust but is not affiliated with the Company or sponsor, agreed to purchase up to $75,000,000 of either (i) a number of units (the “forward purchase units”), consisting of one share of Class A common stock (the “forward purchase shares”) and one-third of one warrant (the “forward purchase warrants”), for $10.00 per unit or (ii) a number of forward purchase shares for $9.67 per share (such forward purchase shares valued at $9.67 per share or the forward purchase units, as the case may be, the “forward purchase securities”), in a private placement that will close simultaneously with the closing of the Initial Business Combination. The forward purchase warrants will have the same terms as the public warrants and the forward purchase shares will be identical to the shares of Class A common stock included in the units being sold in this offering, except the forward purchase shares and the forward purchase warrants will be subject to transfer restrictions and certain registration rights and the forward purchase units will consist of only one-third of one forward purchase warrant. The funds from the sale of the forward purchase securities may be used as part of the consideration to the sellers in the Initial Business Combination, and any excess funds may be used for the working capital needs of the post-transaction company. This agreement is independent of the percentage of stockholders electing to redeem their public shares and may provide the Company with an increased minimum funding level for the Initial Business Combination. The forward purchase agreement is subject to conditions, including the Company extending an offer to Atlas Point Fund to purchase the forward purchase securities, Atlas Point Fund giving the Company its irrevocable written consent to purchase the forward purchase securities no later than five days after the Company notifies it of the Company’s intention to meet to consider entering into a definitive agreement for a proposed Business Combination. Atlas Point Fund may grant or withhold its consent to the purchase entirely within its sole discretion. Accordingly, if Atlas Point Fund does not consent to the purchase, it will not be obligated to purchase the forward purchase securities. Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement. The holders 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 the initial Business Combination. Additionally, pursuant to the Forward Purchase Agreement, the Company agreed to grant certain registration rights to Atlas Point Fund in connection with the issuance of any forward purchase units upon the completion of the Company’s Business Combination. The Company will bear the expenses incurred in connection with the registration of such securities. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 3,225,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On October 26, 2020, the underwriters partially exercised the over-allotment option to purchase an additional 2,225,000 Units. The underwriters were entitled to an underwriting discount of $0.20 per Unit (excluding the Affiliated Units purchased). As a result of affiliates of the Sponsor purchasing 1,980,000 Units, the Company paid an underwriting discount of approximately $4.3 million in the aggregate upon the closing of the Initial Public Offering. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Unit (excluding the Affiliated Units), or approximately $7.6 million 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' Deficit

Stockholders' Deficit	4 Months Ended
Stockholders' Deficit	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
Stockholders' Deficit	Note 7— Stockholders’ Deficit Preferred Stock Class A Common Stock Class B Common Stock Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, except as required by law. Each share of common stock will have one vote on all such matters. Prior to the initial Business Combination, only holders of Class B common stock will have the right to vote on the election of directors.

Warrant Liability

Warrant Liability	4 Months Ended
Warrant Liability	Dec. 31, 2020
Warrant Liability [Abstract]
Warrant Liability	Note 8—Warrant Liability Warrants th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board 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”), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price. Redemption of warrants when our Class A common stock equals or exceeds $18.00 per share: Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants for cash unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If the Company calls the warrants for redemption for cash as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” Redemption of warrants when our Class A common stock equals or exceeds $10.00 per share: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; ● if and only if, the last sale price of 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; and ● if, and only if, there is an effective registration statement covering the issuance of shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30- day period after written notice of redemption is given. The “fair market value” of the Class A common stock shall mean the volume weighted average price of the Class A common stock as reported during the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. None of the Private Placement Warrants will be redeemable by the Company so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. In no event will the Company be required to net cash settle any warrant. 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. See Note 9 for additional disclosures regarding the valuation of the warrant liabilities.

Fair Value Measurements

Fair Value Measurements	4 Months Ended
Fair Value Measurements	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 9—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 sheet and adjusted for the amortization or accretion of premiums or discounts. At December 31, 2020, assets held in the Trust Account were comprised of $237,307,717 in U.S. Treasury securities. During the period from October 26, 2020 (inception) to December 31, 2020, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s held-to-maturity 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: Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account - U.S. Treasury Securities $ 237,307,717 $ - $ - $ 237,307,717 Liabilities: Warrant Liability - Public Warrants 27,046,487 27,046,487 Warrant Liability - Private Warrants - - 15,542,000 15,542,000 Total fair value $ 237,307,717 $ - $ 42,588,487 $ 279,896,204 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Company’s 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. I nitial Measurement The Company established the initial fair value for the Warrants on October 26, 2020, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model for the Public Warrants and a Black-Scholes model for the Private Placement Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B ordinary shares, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary shares subject to possible redemption, Class A ordinary shares and Class B ordinary shares based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the Monte Carlo simulation model for the Public Warrants and the Black-Scholes model for the Private Placement Warrants were as follows at initial measurement: As of October 26, Exercise price $ 11.50 Stock price $ 9.39 Term (in years) 6 Volatility 20 % Risk-free interest rate 0.46 % Dividend yield - On October 26, 2020, the fair value of the Public Warrants was determined to be $1.22 per warrant for an aggregate value of $14.4 million. The fair value of the Private Placement Warrants was determined to be $1.24 per warrant for an aggregate value of $8.4 million. Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 31, 2020 is classified as Level 1 due to the use of an observable market quote in an active market. The key inputs into the Black-Scholes model for the Private Placement Warrants were as follows as of December 31, 2020: As of December 31, 2020 Exercise price $ 11.50 Stock price $ 10.83 Term (in years) 5.82 Volatility 22.68 Risk-free interest rate 0.48 Dividend yield - As of December 31, 2020, the derived fair value of the Private Placement Warrants was determined to be $2.30 per warrant for an aggregate value of $15.5 million. The observable fair value of the Public Warrants was $2.20 per warrant for an aggregate value of $27.0 million. The following table presents the changes in the fair value of warrant liabilities: Private Level Public Level Warrant Fair Value as of September 3, 2020 $ - $ - $ - Initial measurement on October 26, 2020 $ 8,425,987 3 $ 14,435,020 3 $ 22,860,007 Change in fair value $ 7,117,000 $ 12,611,480 $ 19,728,480 Fair Value as of December 31, 2020 $ 15,541,987 3 $ 27,046,500 1 $ 42,588,487 Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $14.4 million during the period from October 26, 2020 through December 31, 2020. Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. At October 26, 2020, at initial measurement, the private warrants value exceeded their cost by approximately $1,654,000. This amount is recognized as loss on issuance of private placement warrants for the period ending December 31, 2020.

Income Taxes

Income Taxes	4 Months Ended
Income Taxes	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income Taxes	Note 10—Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. There was no income tax expense for the period from September 1, 2020 (inception) through December 31, 2020. The income tax provision (benefit) consists of the following from September 1, 2020 (inception) through December 31, 2020: Current Federal $ — State — Deferred Federal (68,168 ) State — Change in valuation allowance 68,168 Income tax provision $ — The Company’s net deferred tax assets are as follows as of December 31, 2020: Start-up/Organization costs $ 61,173 Net operating loss carryforwards 6,995 Total deferred tax assets 68,168 Valuation allowance (68,168 ) Deferred tax asset, net of allowance $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or 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 assets, 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. There were no unrecognized tax benefits as of December 31, 2020. No amounts were accrued for the payment of interest and penalties at 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. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows from September 1, 2020 (inception) through December 31, 2020: Statutory Federal income tax rate 21.0 % Change in Valuation Allowance (21.0 )% Income Taxes Benefit 0.0 %

Subsequent Events

Subsequent Events	4 Months Ended
Subsequent Events	Dec. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 11—Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through May 13, 2021, the date the consolidated financial statements was available for issuance, require potential adjustment to or disclosure in the consolidated financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	4 Months Ended
Accounting Policies, by Policy (Policies)	Dec. 31, 2020
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of Consolidated Financial Statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the Consolidated Financial Statements, and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the Consolidated Financial Statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There are no cash equivalents as of December 31, 2020.
Investments Held in Trust Account	Investments Held in Trust Account Upon the closing of the Initial Public Offering and the Private Placement, the Company was required to place net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement in a Trust Account, which may be invested in 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 in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by management of the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account. Investments held in Trust Account are classified as trading securities, which are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in gain on marketable securities, dividends and interest held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. At December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value Measurement	Fair Value Measurement 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. U.S. 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 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.
Fair Value of Financial Instruments	Fair Value of Financial Instruments As of December 31, 2020, the carrying values of cash, accounts payable, accrued expenses, and franchise tax payable approximate their fair values due to the short-term nature of the instruments. As of December 31, 2020, the Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less, which are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of underwriting, legal, accounting, underwriting commissions and other costs incurred that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are 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 the occurrence of uncertain future events. Accordingly, as of December 31, 2020, an aggregate of 18,351,762 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 consolidated balance sheet.
Net Loss Per Common Share	Net Loss Per Common Share Net loss per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 18,351,762 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per common share is the same as basic earnings per common share for the period presented. The Company's statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Class A common stock is calculated by dividing the net gain from investments held in the Trust Account of approximately $32,000, net of applicable franchise taxes of approximately $32,000 for the period from September 1, 2020 (inception) through December 31, 2020, by the weighted average number of shares of Class A common stock outstanding for the period. Net loss per share, basic and diluted for Class B common stock for the period from September 1, 2020 (inception) through December 31, 2020 is calculated by dividing the change in fair value of warrant liability of approximately $19.7 million, compensation expense of approximately $1.7 million, approximately $787,000 related to warrant financing costs, general and administration expenses of approximately $291,000 and franchise taxes of approximately $33,000, net of noncontrolling interest of approximately $865,000, resulting in a net loss of approximately $21.6 million, by the weighted average number of Class B common stock outstanding for the period.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board (“FASB”) Accounting Standard Codification, or FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB 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.
Derivative warrant liabilities	Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 18,633,500 common stock warrants issued in connection with its Initial Public Offering (11,862,500) and Private Placement (6,771,000) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using Monte-Carlo simulations at each measurement date
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s Consolidated Financial Statements.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	4 Months Ended
	Dec. 31, 2020
Restatement Of Previously Issued Financial Statements [Abstract]
Schedule of restatement on balance sheets	As of December 31, 2020 As Previously Reported Restatement Adjustment As Restated Balance Sheet Total assets $ 239,306,203 $ - $ 239,306,203 Liabilities, redeemable non-controlling interest and stockholders’ equity Total current liabilities $ 401,845 $ - $ 401,845 Deferred legal fees 187,500 - 187,500 Deferred underwriting commissions 7,610,750 - 7,610,750 Warrant liabilities - 42,588,487 42,588,500 Total liabilities 8,200,095 42,588,487 50,788,595 Class A common stock, $0.0001 par value; shares subject to possible redemption 215,965,000 (32,447,380 ) 183,517,620 Stockholders’ equity Preferred stock- $0.0001 par value - - - Class A common stock - $0.0001 par value 213 325 538 Class B common stock - $0.0001 par value 593 - 593 Additional paid-in-capital 15,463,913 12,028,186 27,492,099 Accumulated deficit (312,126 ) (21,316,943 ) (21,629,069 ) Total Rice Acquisition Corp equity 15,152,593 (41,735,825 ) 5.864,161 Non-controlling interest in subsidiary (11,485 ) (852,675 ) (864,160 ) Total stockholders’ equity 15,141,108 - 5,000,001 Total liabilities and stockholders’ equity $ 239,306,203 $ - $ 239,306,203 As of October 26, 2020 As Previously Reported Restatement Adjustment As Restated Balance Sheet Total assets $ 240,445,800 $ - $ 240,445,800 Liabilities, redeemable non-controlling interest and stockholders’ equity Total current liabilities $ 1,256,827 $ - $ 1,256,827 Deferred legal fees 187,500 - 187,500 Deferred underwriting commissions 7,610,750 - 7,610,750 Warrant liabilities - 22,860,020 22,860,020 Total liabilities 9,055,077 22,860,020 31,915,097 Class A common stock, $0.0001 par value; shares subject to possible redemption 215,965,000 (12,434,304 ) 203,530,696 Stockholders’ equity Preferred stock- $0.0001 par value - - - Class A common stock - $0.0001 par value 213 124 441 Class B common stock - $0.0001 par value 618 - 337 Additional paid-in-capital 15,560,408 (7,890,816 ) 7,669,592 Accumulated deficit (131,265 ) (2,441,138 ) (2,572,403 ) Total Rice Acquisition Corp equity 15,429,974 (10,331,830 ) 5,098,144 Non-controlling interest in subsidiary (4,251 ) (93,886 ) (98,137 ) Total stockholders’ equity 15,425,723 (10,425,716 ) 5,000,007 Total liabilities and stockholders’ equity $ 240,445,800 $ - $ 240,445,800
Schedule of restatement on statements of cash flows	Period From September 1, 2020 (Inception) Through December 31, 2020 As Previously Reported Restatement Adjustment As Restated Statement of Operations and Comprehensive Loss Loss from operations $ (356,782 ) $ - $ (356,782 ) Compensation expense attributable to the sale of private placement warrants - (1,654,000 ) (1,654,000 ) Offering costs allocated to warrant liability - (787,138 ) (787,138 ) Change in fair value of warrant liabilities - (19,728,480 ) (19,728,480 ) Interest income 32,171 - 32,171 Total other (expense) income 32,171 (22,169,618 ) (22,137,447 ) Loss before income tax expense (324,611 ) (22,169,618 ) (22,494,229 ) Net loss attributable to non-controlling interest (12,485 ) (852,675 ) (865,160 ) Net loss $ (312,126 ) $ (21,316,943 ) $ (21,629,069 ) Basic and Diluted weighted-average Class A common shares outstanding 23,725,000 - 23,725,000 Basic and Diluted net loss per Class A common shares $ 0.00 - $ 0.00 Basic and Diluted weighted-average Class B common shares outstanding 5,685,606 - 5,685,606 Basic and Diluted net loss per Class B common shares $ (0.05 ) (3.75 ) $ (3.80 )
Schedule of restatement on statements of cash flows	Period From September 1, 2020 (Inception) Through December 31, 2020 As Previously Reported Restatement Adjustment As Restated Statement of Cash Flows Net loss $ (324,611 ) $ (22,169,618 ) $ (22,494,229 ) Change in fair value of warrant liabilities - 19,728,840 19,728,840 Compensation expense attributable to the sale of private placement warrants - 1,654,000 1,654,000 Offering costs allocated to warrant liability - 787,138 787,138 Net cash used in operating activities (745,445 ) - (745,445 ) Net cash used in investing activities (237,276,000 ) - (237,276,000 ) Net cash provided by financing activities 239,356,612 - 239,356,612 Net change in cash $ 1,335,167 $ - $ 1,335,167

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	4 Months Ended
Fair Value Measurements (Tables)	Dec. 31, 2020
Fair Value Disclosures [Abstract]
gross holding gains and fair value of held-to-maturity securities	Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account - U.S. Treasury Securities $ 237,307,717 $ - $ - $ 237,307,717 Liabilities: Warrant Liability - Public Warrants 27,046,487 27,046,487 Warrant Liability - Private Warrants - - 15,542,000 15,542,000 Total fair value $ 237,307,717 $ - $ 42,588,487 $ 279,896,204
Schedule of initial measurement	As of October 26, Exercise price $ 11.50 Stock price $ 9.39 Term (in years) 6 Volatility 20 % Risk-free interest rate 0.46 % Dividend yield - As of December 31, 2020 Exercise price $ 11.50 Stock price $ 10.83 Term (in years) 5.82 Volatility 22.68 Risk-free interest rate 0.48 Dividend yield -
Schedule of changes in the fair value of warrant liabilities	Private Level Public Level Warrant Fair Value as of September 3, 2020 $ - $ - $ - Initial measurement on October 26, 2020 $ 8,425,987 3 $ 14,435,020 3 $ 22,860,007 Change in fair value $ 7,117,000 $ 12,611,480 $ 19,728,480 Fair Value as of December 31, 2020 $ 15,541,987 3 $ 27,046,500 1 $ 42,588,487

Income Taxes (Tables)

Income Taxes (Tables)	4 Months Ended
Income Taxes (Tables)	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Schedule of income tax provision (benefit)	Current Federal $ — State — Deferred Federal (68,168 ) State — Change in valuation allowance 68,168 Income tax provision $ —
Schedule of net deferred tax assets	Start-up/Organization costs $ 61,173 Net operating loss carryforwards 6,995 Total deferred tax assets 68,168 Valuation allowance (68,168 ) Deferred tax asset, net of allowance $ —
Schedule of statutory federal income tax rate (benefit)	Statutory Federal income tax rate 21.0 % Change in Valuation Allowance (21.0 )% Income Taxes Benefit 0.0 %

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended	4 Months Ended
	Oct. 26, 2020	Dec. 31, 2020
Description of Organization and Business Operations (Details) [Line Items]
Gross proceeds from initial public offering		$ 237,250,000
Percentage of fair market value		80.00%
Business acquisition voting interests, percentage		50.00%
Business combination, description		(i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. Unless otherwise stated herein, the term “Public Shares” includes the 2,500 shares of Class A common stock, par value $0.0001 per share, of the Company held by the Sponsor and forming part of the Sponsor Shares. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination.
Net tangible assets least		$ 5,000,001
Public shares, percentage		20.00%
Dissolution expenses		$ 100,000
Redeem public shares, percentage		100.00%
Trust account, per share (in Dollars per share)		$ 10
Trust aacount, description		(i) $10.00 per Public Share or Class A Unit of Opco not held by Rice and (ii) the actual amount per Public Share or Class A Unit of Opco not held by Rice held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share or Class A Unit of Opco not held by Rice due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable), nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
Capital resources on operating bank account		$ 1,300,000
Working capital		1,600,000
Tax obligations		32,000
Loan amount		$ 290,000
Sponsor [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sponsor price, per shares (in Dollars per share)		$ 10
Payment from sponsor to purchase founder shares		$ 26,000
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Initial public offering (in Shares)	2,225,000
Initial public offering price, per share (in Dollars per share)	$ 10
Gross proceeds from initial public offering	$ 237,300,000
Offering costs	$ 12,500,000
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Initial public offering price, per share (in Dollars per share)	$ 1
Issuance of warrants (in Shares)	6,771,000
Gross proceeds of private placement warrant	$ 6,800,000
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Initial public offering (in Shares)	23,725,000
Initial public offering price, per share (in Dollars per share)	$ 10
Gross proceeds from initial public offering	$ 237,300,000	$ 237,300,000
Offering costs	12,500,000
Deferred underwriting commissions	$ 7,600,000

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on balance sheets - USD ($)	Dec. 31, 2020	Oct. 26, 2020
As Previously Reported [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Total assets	$ 239,306,203	$ 240,445,800
Liabilities, redeemable non-controlling interest and stockholders’ equity
Total current liabilities	401,845	1,256,827
Deferred legal fees	187,500	187,500
Deferred underwriting commissions	7,610,750	7,610,750
Warrant liabilities
Total liabilities	8,200,095	9,055,077
Class A common stock, $0.0001 par value; shares subject to possible redemption	215,965,000	215,965,000
Stockholders’ equity
Preferred stock- $0.0001 par value
Additional paid-in-capital	15,463,913	15,560,408
Accumulated deficit	(312,126)	(131,265)
Total Rice Acquisition Corp equity	15,152,593	15,429,974
Non-controlling interest in subsidiary	(11,485)	(4,251)
Total stockholders’ equity	15,141,108	15,425,723
Total liabilities and stockholders’ equity	239,306,203	240,445,800
As Previously Reported [Member] \| Class A common stock
Stockholders’ equity
Common stock, value	213	213
As Previously Reported [Member] \| Class B Common Stock
Stockholders’ equity
Common stock, value	593	618
Restatement Adjustment [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Total assets
Liabilities, redeemable non-controlling interest and stockholders’ equity
Total current liabilities
Deferred legal fees
Deferred underwriting commissions
Warrant liabilities	42,588,487	22,860,020
Total liabilities	42,588,487	22,860,020
Class A common stock, $0.0001 par value; shares subject to possible redemption	(32,447,380)	(12,434,304)
Stockholders’ equity
Preferred stock- $0.0001 par value
Additional paid-in-capital	12,028,186	(7,890,816)
Accumulated deficit	(21,316,943)	(2,441,138)
Total Rice Acquisition Corp equity	(41,735,825)	(10,331,830)
Non-controlling interest in subsidiary	(852,675)	(93,886)
Total stockholders’ equity		(10,425,716)
Total liabilities and stockholders’ equity
Restatement Adjustment [Member] \| Class A common stock
Stockholders’ equity
Common stock, value	325	124
Restatement Adjustment [Member] \| Class B Common Stock
Stockholders’ equity
Common stock, value
As Restated [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Total assets	239,306,203	240,445,800
Liabilities, redeemable non-controlling interest and stockholders’ equity
Total current liabilities	401,845	1,256,827
Deferred legal fees	187,500	187,500
Deferred underwriting commissions	7,610,750	7,610,750
Warrant liabilities	42,588,500	22,860,020
Total liabilities	50,788,595	31,915,097
Class A common stock, $0.0001 par value; shares subject to possible redemption	183,517,620	203,530,696
Stockholders’ equity
Preferred stock- $0.0001 par value
Additional paid-in-capital	27,492,099	7,669,592
Accumulated deficit	(21,629,069)	(2,572,403)
Total Rice Acquisition Corp equity	5.864161	5,098,144
Non-controlling interest in subsidiary	(864,160)	(98,137)
Total stockholders’ equity	5,000,001	5,000,007
Total liabilities and stockholders’ equity	239,306,203	240,445,800
As Restated [Member] \| Class A common stock
Stockholders’ equity
Common stock, value	538	441
As Restated [Member] \| Class B Common Stock
Stockholders’ equity
Common stock, value	$ 593	$ 337

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on statements of operations	12 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
As Previously Reported [Member]
Statement of Operations and Comprehensive Loss
Loss from operations	$ (356,782)
Compensation expense attributable to the sale of private placement warrants
Offering costs allocated to warrant liability
Change in fair value of warrant liabilities
Interest income	32,171
Total other (expense) income	32,171
Loss before income tax expense	(324,611)
Net loss attributable to non-controlling interest	(12,485)
Net loss	$ (312,126)
As Previously Reported [Member] \| Class A common stock
Statement of Operations and Comprehensive Loss
Basic and Diluted weighted-average outstanding (in Shares) \| shares	23,725,000
Basic and Diluted net loss per shaes (in Dollars per share) \| $ / shares	$ 0
As Previously Reported [Member] \| Class B Common Stock
Statement of Operations and Comprehensive Loss
Basic and Diluted weighted-average outstanding (in Shares) \| shares	5,685,606
Basic and Diluted net loss per shaes (in Dollars per share) \| $ / shares	$ (0.05)
Restatement Adjustment [Member]
Statement of Operations and Comprehensive Loss
Loss from operations
Compensation expense attributable to the sale of private placement warrants	(1,654,000)
Offering costs allocated to warrant liability	(787,138)
Change in fair value of warrant liabilities	(19,728,480)
Interest income
Total other (expense) income	(22,169,618)
Loss before income tax expense	(22,169,618)
Net loss attributable to non-controlling interest	(852,675)
Net loss	$ (21,316,943)
Restatement Adjustment [Member] \| Class A common stock
Statement of Operations and Comprehensive Loss
Basic and Diluted weighted-average outstanding (in Shares) \| shares
Basic and Diluted net loss per shaes (in Dollars per share) \| $ / shares
Restatement Adjustment [Member] \| Class B Common Stock
Statement of Operations and Comprehensive Loss
Basic and Diluted weighted-average outstanding (in Shares) \| shares
Basic and Diluted net loss per shaes (in Dollars per share) \| $ / shares	$ (3.75)
As Restated [Member]
Statement of Operations and Comprehensive Loss
Loss from operations	$ (356,782)
Compensation expense attributable to the sale of private placement warrants	(1,654,000)
Offering costs allocated to warrant liability	(787,138)
Change in fair value of warrant liabilities	(19,728,480)
Interest income	32,171
Total other (expense) income	(22,137,447)
Loss before income tax expense	(22,494,229)
Net loss attributable to non-controlling interest	(865,160)
Net loss	$ (21,629,069)
As Restated [Member] \| Class A common stock
Statement of Operations and Comprehensive Loss
Basic and Diluted weighted-average outstanding (in Shares) \| shares	23,725,000
Basic and Diluted net loss per shaes (in Dollars per share) \| $ / shares	$ 0
As Restated [Member] \| Class B Common Stock
Statement of Operations and Comprehensive Loss
Basic and Diluted weighted-average outstanding (in Shares) \| shares	5,685,606
Basic and Diluted net loss per shaes (in Dollars per share) \| $ / shares	$ (3.80)

Restatement of Previously Iss_5

Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on statements of cash flows	12 Months Ended
	Dec. 31, 2020USD ($)
As Previously Reported [Member]
Statement of Cash Flows
Net loss	$ (324,611)
Change in fair value of warrant liabilities
Compensation expense attributable to the sale of private placement warrants
Offering costs allocated to warrant liability
Net cash used in operating activities	(745,445)
Net cash used in investing activities	(237,276,000)
Net cash provided by financing activities	239,356,612
Net change in cash	1,335,167
Restatement Adjustment [Member]
Statement of Cash Flows
Net loss	(22,169,618)
Change in fair value of warrant liabilities	19,728,840
Compensation expense attributable to the sale of private placement warrants	1,654,000
Offering costs allocated to warrant liability	787,138
Net cash used in operating activities
Net cash used in investing activities
Net cash provided by financing activities
Net change in cash
As Restated [Member]
Statement of Cash Flows
Net loss	(22,494,229)
Change in fair value of warrant liabilities	19,728,840
Compensation expense attributable to the sale of private placement warrants	1,654,000
Offering costs allocated to warrant liability	787,138
Net cash used in operating activities	(745,445)
Net cash used in investing activities	(237,276,000)
Net cash provided by financing activities	239,356,612
Net change in cash	$ 1,335,167

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Details) - USD ($)	4 Months Ended
	Dec. 31, 2020	Oct. 26, 2020
Summary of Significant Accounting Policies (Details) [Line Items]
Investment per unit (in Dollars per share)	$ 1
Federal Depository Insurance Coverage	$ 250,000
Maturity days	185 days
Other compensation expense	$ 1,700,000
Warrant financing costs	787,000
Noncontrolling interest, net	(865,160)
Net loss of weighted average	$ 21,600,000
Common stock warrants issued (in Shares)	18,633,500
IPO [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Common stock warrants issued (in Shares)	(11,862,500)
Private Placement [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Investment per unit (in Dollars per share)	$ 2.30	$ 1.24
Common stock warrants issued (in Shares)	(6,771,000)
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Common stock subject to possible redemption (in Shares)	18,351,762
Aggregate purchase shares (in Shares)	18,351,762
Investments held in the Trust Account	$ 32,000
Franchise Taxes	32,000
Common Class C [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Fair value of warrant liability	19,700,000
Common Class B [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Franchise Taxes	33,000
General and administration expenses	291,000
Noncontrolling interest, net	$ 865,000

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	1 Months Ended	4 Months Ended
Initial Public Offering (Details) - USD ($)	Oct. 26, 2020	Dec. 31, 2020
Initial Public Offering (Details) [Line Items]
Gross proceeds (in Dollars)		$ 237,250,000
Description of public warrant		Each whole Public Warrant entitles the holder to purchase one share of Rice’s Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Sale of stock in shares	23,725,000
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sale of stock in shares	2,225,000
Price per share (in Dollars per share)	$ 10
Gross proceeds (in Dollars)	$ 237,300,000
Offering costs (in Dollars)	12,500,000
Deferred underwriting commissions (in Dollars)	7,600,000
Deferred underwriting discounts (in Dollars)	$ 1,980,000
Sponsor [Member]
Initial Public Offering (Details) [Line Items]
Sale of stock in shares	23,725,000
Funds purchased	1,980,000
Initial public offering share	2,128,500

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)		Dec. 05, 2020	Sep. 02, 2020	Oct. 26, 2020	Sep. 30, 2020	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Sponsor payment (in Dollars)						$ 222,815,000
Additional purchase units				2,225,000
Proceeds from issuance of private placement (in Dollars)						$ 6,771,000
Share price per share (in Dollars per share)				$ 9.39		$ 10.83
Promissory note (in Dollars)			$ 300,000
Borrowed approximately (in Dollars)						$ 290,000
Working Capital Loan (in Dollars)						1,500,000
Payment for office space (in Dollars)						$ 10,000
Founder Share [Member
Related Party Transactions (Details) [Line Items]
Sponsor payment (in Dollars)					$ 25,000
Description of stock split					(i) 5,750,100 shares of Rice’s Class B common stock, par value $0.0001 per share, and (ii) 2,500 shares of Rice’s Class A common stock, par value $0.0001 per share. In September 2020, the Sponsor received 5,750,000 Class B Units of Opco (which are profits interest units only). In October 2020, the Sponsor forfeited 90,000 Class B Units of Opco, and 30,000 Class B Units of Opco were issued to each of the independent directors. The Sponsor transferred a corresponding number of shares of Class B common stock to the independent directors. In October 2020, the Company effected a dividend, resulting in an aggregate of (i) 6,181,350 shares of Rice’s Class B common stock, and (ii) 2,500 shares of Rice’s Class A common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the dividend. Upon a liquidation of Opco, distributions generally will be made to the holders of Opco Units on a pro rata basis, subject to certain limitations with respect to the Class B Units of Opco, including that, prior to the completion of the initial Business Combination, such Class B Units will not be entitled to participate in a liquidating distribution.
Number of shares subject to forfeited						806,250
Percentage of issued and outstanding shares						20.00%
Additional shares subject to forfeiture				250,000
Warrants [Member]
Related Party Transactions (Details) [Line Items]
Sale of stock per share (in Dollars per share)						$ 1
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Number of common stock issued				23,725,000
Private placement warrants purchased						2,500
Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Private placement warrants purchased						100
Sale of stock per share (in Dollars per share)				$ 1
Proceeds from issuance of private placement (in Dollars)						$ 6,771,000
Generating gross proceed (in Dollars)						6,800,000
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Number of common stock issued				2,225,000
Option to purchase as additional units				2,225,000
Sale of stock per share (in Dollars per share)				$ 10
Class A common stock [Member]
Related Party Transactions (Details) [Line Items]
Sponsor payment (in Dollars)						$ 2,373
Rice paid (in Dollars)					$ 25,000
Exchange price (in Dollars)					$ 1,000
Number of common stock issued						23,725,000
Number of shares subject to forfeited
Percentage of issued and outstanding shares						20.00%
Sale of stock per share (in Dollars per share)						$ 12
Share price per share (in Dollars per share)						$ 11.50
Class A common stock [Member] \| Founder Share [Member
Related Party Transactions (Details) [Line Items]
Exchange for issuance					2,500
Sponsor received					100
Class B Common stock [Member]
Related Party Transactions (Details) [Line Items]
Sponsor payment (in Dollars)
Number of common stock issued
Number of shares subject to forfeited	[1]					250,000
Remaining Unexercised shares		250,000
Class B Common stock [Member] \| Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Number of shares subject to forfeited						309,063
Class B Common stock [Member] \| Proposed Public Offering [Member]
Related Party Transactions (Details) [Line Items]
Number of shares subject to forfeited						309,063
Class B Common stock [Member] \| Founder Share [Member
Related Party Transactions (Details) [Line Items]
Number of common stock issued						6,181,250

[1]	In October 2020, the Company effected a dividend of Class B common stock, resulting in an aggregate of 6,181,350 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the dividend (see Note 5).

Commitments and Contingencies (

Commitments and Contingencies (Details) - $ / shares	1 Months Ended	4 Months Ended
Commitments and Contingencies (Details) - $ / shares	Oct. 26, 2020	Dec. 31, 2020
Commitments and Contingencies (Details) [Line Items]
Amended and restated forward purchase agreement		The Company entered into an amended and restated forward purchase agreement (the “Forward Purchase Agreement”) with Atlas Point Fund, pursuant to which Atlas Point Fund, which is a fund managed by CIBC National Trust but is not affiliated with the Company or sponsor, agreed to purchase up to $75,000,000 of either (i) a number of units (the “forward purchase units”), consisting of one share of Class A common stock (the “forward purchase shares”) and one-third of one warrant (the “forward purchase warrants”), for $10.00 per unit or (ii) a number of forward purchase shares for $9.67 per share (such forward purchase shares valued at $9.67 per share or the forward purchase units, as the case may be, the “forward purchase securities”), in a private placement that will close simultaneously with the closing of the Initial Business Combination.
Underwriting discount per unit		$ 0.20
Underwriting agreement, description		the Sponsor purchasing 1,980,000 Units, the Company paid an underwriting discount of approximately $4.3 million in the aggregate upon the closing of the Initial Public Offering. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Unit (excluding the Affiliated Units), or approximately $7.6 million in the aggregate.
Initial Public Offering [Member]
Commitments and Contingencies (Details) [Line Items]
Additional units, shares issued		3,225,000
Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Underwriting purchase additional units	2,225,000

Stockholders' Deficit (Details)

Stockholders' Deficit (Details) - $ / shares	Sep. 02, 2020	Oct. 26, 2020	Oct. 20, 2020	Dec. 31, 2020		Dec. 05, 2020
Stockholders' Deficit (Details) [Line Items]
Preferred stock, shares authorized				1,000,000
Preferred stock, par value (in Dollars per share)				$ 0.0001
Class B common stock outstanding			6,181,350
Over-Allotment Option [Member]
Stockholders' Deficit (Details) [Line Items]
Shares issued		2,225,000
Class A Common Stock [Member]
Stockholders' Deficit (Details) [Line Items]
Common stock, shares authorized				250,000,000
Common stock, par value (in Dollars per share)				$ 0.0001
Common stock, shares issued				5,375,738
Number of shares are subject to possible redemption				18,351,762
Shares issued				2,500
Common stock, shares outstanding				5,375,738
Class B Common Stock [Member]
Stockholders' Deficit (Details) [Line Items]
Common stock, shares authorized				20,000,000
Common stock, par value (in Dollars per share)				$ 0.0001
Common stock, shares issued				5,931,350
Shares issued	5,750,100			6,181,350	[1]
Aggregate of common stock outstanding			6,181,350
Shares subject to forfeiture			806,250
Issued and outstanding common stock, percentage			20.00%
Common stock, shares outstanding				5,931,350
Class B Common Stock [Member] \| Over-Allotment Option [Member]
Stockholders' Deficit (Details) [Line Items]
Shares subject to forfeiture		250,000
Purchase additional units		2,225,000
Class B Common Stock [Member] \| Founder share [Member]
Stockholders' Deficit (Details) [Line Items]
Shares subject to forfeiture						250,000

[1]	In October 2020, the Company effected a dividend of Class B common stock, resulting in an aggregate of 6,181,350 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the dividend (see Note 5).

Warrant Liability (Details)

Warrant Liability (Details)	4 Months Ended
Warrant Liability (Details)	Dec. 31, 2020$ / shares
Warrant Liability (Details) [Line Items]
Warrant exercise price (in Dollars per share)	$ 11.50
Expire term	5 years
Issue price	$ 9.20
Newly issued price	115.00%
Warrant [Member]
Warrant Liability (Details) [Line Items]
Redemption of warrants description	Redemption of warrants when our Class A common stock equals or exceeds $10.00 per share: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ●in whole and not in part; ●at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; ●if and only if, the last sale price of 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; and ●if, and only if, there is an effective registration statement covering the issuance of shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30- day period after written notice of redemption is given.
Class A Common Stock [Member] \| Warrant [Member]
Warrant Liability (Details) [Line Items]
Redemption of warrants description	Redemption of warrants when our Class A common stock equals or exceeds $18.00 per share: Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants): ●in whole and not in part; ●at a price of $0.01 per warrant; ●upon a minimum of 30 days’ prior written notice of redemption; and ●if, and only if, the last sale price of the 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.

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	1 Months Ended	4 Months Ended
Fair Value Measurements (Details) - USD ($)	Oct. 26, 2020	Dec. 31, 2020
Fair Value Measurements (Details) [Line Items]
Fair value per warrants (in Dollars per share)		$ 1
Private warrants value	$ 1,654,000	$ 19,728,480
Public Warrant [Member]
Fair Value Measurements (Details) [Line Items]
Fair value per warrants (in Dollars per share)	$ 1.22	$ 2.20
Fair value of warrant	$ 14,400,000	$ 27,000,000
Total transfer		$ 14,400,000
Private Placement [Member]
Fair Value Measurements (Details) [Line Items]
Fair value per warrants (in Dollars per share)	$ 1.24	$ 2.30
Fair value of warrant	$ 8,400,000	$ 15,500,000
U.S. Treasury securities [Member]
Fair Value Measurements (Details) [Line Items]
Assets held in trust		$ 237,307,717

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of gross holding gains and fair value of held-to-maturity securities	Dec. 31, 2020USD ($)
Assets
Investments held in Trust Account - U.S. Treasury Securities	$ 237,307,717
Liabilities:
Total fair value	279,896,204
Public Warrants [Member]
Liabilities:
Warrant Liability	27,046,487
Private Warrants [Member]
Liabilities:
Warrant Liability	15,542,000
Level 1 [Member]
Assets
Investments held in Trust Account - U.S. Treasury Securities	237,307,717
Liabilities:
Total fair value	237,307,717
Level 1 [Member] \| Public Warrants [Member]
Liabilities:
Warrant Liability
Level 1 [Member] \| Private Warrants [Member]
Liabilities:
Warrant Liability
Level 2 [Member]
Assets
Investments held in Trust Account - U.S. Treasury Securities
Liabilities:
Total fair value
Level 2 [Member] \| Public Warrants [Member]
Liabilities:
Warrant Liability
Level 2 [Member] \| Private Warrants [Member]
Liabilities:
Warrant Liability
Level 3 [Member]
Assets
Investments held in Trust Account - U.S. Treasury Securities
Liabilities:
Total fair value	42,588,487
Level 3 [Member] \| Public Warrants [Member]
Liabilities:
Warrant Liability	27,046,487
Level 3 [Member] \| Private Warrants [Member]
Liabilities:
Warrant Liability	$ 15,542,000

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of initial measurement - $ / shares	1 Months Ended	4 Months Ended
	Oct. 26, 2020	Dec. 31, 2020
Schedule of initial measurement [Abstract]
Exercise price (in Dollars per share)	$ 11.50	$ 11.50
Stock price (in Dollars per share)	$ 9.39	$ 10.83
Term (in years)	6 years	5 years 299 days
Volatility	20.00%	22.68%
Risk-free interest rate	0.46%	0.48%
Dividend yield

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities	4 Months Ended
	Dec. 31, 2020USD ($)
Private Placement [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair Value as of September 3, 2020
Initial measurement on October 26, 2020	8,425,987
Change in fair value	7,117,000
Fair Value as of December 31, 2020	15,541,987
Public [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair Value as of September 3, 2020
Initial measurement on October 26, 2020	14,435,020
Change in fair value	12,611,480
Fair Value as of December 31, 2020	27,046,500
Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair Value as of September 3, 2020
Initial measurement on October 26, 2020	22,860,007
Change in fair value	19,728,480
Fair Value as of December 31, 2020	$ 42,588,487

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of income tax provision (benefit)	4 Months Ended
	Dec. 31, 2020USD ($)
Current
Federal
State
Deferred
Federal	(68,168)
State
Change in valuation allowance	68,168
Income tax provision

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of net deferred tax assets	Dec. 31, 2020USD ($)
Schedule of net deferred tax assets [Abstract]
Start-up/Organization costs	$ 61,173
Net operating loss carryforwards	6,995
Total deferred tax assets	68,168
Valuation allowance	(68,168)
Deferred tax asset, net of allowance

Income Taxes (Details) - Sche_3

Income Taxes (Details) - Schedule of statutory federal income tax rate (benefit)	4 Months Ended
	Dec. 31, 2020
Schedule of statutory federal income tax rate (benefit) [Abstract]
Statutory Federal income tax rate	21.00%
Change in Valuation Allowance	(21.00%)
Income Taxes Benefit	0.00%