Natural Order Acquisition (NOAC) 10-K/A7 Feb 222020 FY Annual report (amended)Financial data

Company Profile

Document And Entity Information

Document And Entity Information - USD ($)	5 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2020	Mar. 30, 2021	Jun. 30, 2020
Document Information Line Items
Entity Registrant Name	Natural Order Acquisition Corp.
Document Type	10-K/A
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		28,750,000
Entity Public Float			$ 0
Amendment Flag	true
Amendment Description	References throughout this amendment no. 2 to the Annual Report on Form 10-K to “we,” “us,” the “Company,” “our company” or “NOAC” are to Natural Order Acquisition Corp., unless the context otherwise indicates.The Company is filing this amendment no. 2 to Form 10-K (“Form 10-K/A”) to amend its Annual Report on Form 10-K for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2021, as amended on May 24, 2021 (the “First Amended Filing”) to restate the Company’s financial statements and related footnote disclosures as of December 31, 2020, and the period from August 10, 2020 (date of inception) through December 31, 2020. This Form 10-K/A also amends certain other Items in the First Amended Filing, as listed in “Items Amended in this Form 10-K/A” below.Restatement BackgroundThe Company has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable common stock, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering (the “IPO”) on November 13, 2020. Historically, a portion of the Public Shares was classified as permanent equity to maintain stockholders’ equity greater than $5 million on the basis that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Company’s amended and restated certificate of incorporation (the “Charter”). Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary equity. In addition, in connection with the change in presentation for the Public Shares, the Company determined it should restate its earnings per share calculation to allocate income and losses shared pro rata among all shares of common stock. This presentation contemplates a business combination as the most likely outcome, in which case, all shares of common stock participate pro rata in the income and losses of the Company.Therefore, on November 30, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued (i) audited balance sheet as of November 13, 2020 (the “Post IPO Balance Sheet”), as previously restated in the First Amended Filing, (ii) audited financial statements included in the First Amended Filing for the period ended December 31, 2020; (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 24, 2021; (iv) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 12, 2021 and (v) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 15, 2021, and in particular footnote 2 to those unaudited interim financial statements and Item 4 of Part I (items (i) and (ii) being referred to as the “2020 Affected Periods”, items (iii)-(v) being referred to as the “2021 Affected Periods” and collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company will restate its financial statements for the 2020 Affected Periods in this Form 10-K/A for the Post IPO Balance Sheet and the Company’s audited financial statements included in the First Amended Filing. The Company will restate the unaudited condensed financial statements for the periods ended March 31, 2021, June 30, 2021, and September 30, 2021 in the Company’s Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021, to be filed with the SEC (the “Q3 Form 10-Q/A”).The restatement does not have an impact on total assets, its cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”).The Company’s management has concluded that a material weakness remains in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness will be described in more detail in the Q3 Form 10-Q/A.
Entity Central Index Key	0001824888
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 Annual Report	true
Document Transition Report	false
Entity File Number	001-39690
Entity Incorporation, State or Country Code	DE
Entity Interactive Data Current	Yes

Balance Sheet

Balance Sheet	Dec. 31, 2020USD ($)
Current Assets
Cash	$ 1,401,165
Prepaid expenses	230,427
Total Current Assets	1,631,592
Cash and investments held in Trust Account	230,020,608
TOTAL ASSETS	231,652,200
Current Liabilities
Accrued expenses	53,629
Total Current Liabilities	53,629
Warrant liability	5,780,000
Deferred underwriting fee payable	8,050,000
Total Liabilities	13,883,629
Commitments and Contingencies
Common stock subject to possible redemption, $0.0001 par value; 23,000,000 shares issued and outstanding at $10.00 per share at redemption value	230,000,000
Stockholders’ Equity/(Deficit)
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding
Common stock, $0.0001 par value; 100,000,000 shares authorized; 5,750,000 shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption)	575
Additional paid-in capital
Accumulated deficit	(12,232,004)
Total Stockholders’ Equity/(Deficit)	(12,231,429)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT)	$ 231,652,200

Balance Sheet (Parentheticals)

Balance Sheet (Parentheticals)	Dec. 31, 2020$ / sharesshares
Statement of Financial Position [Abstract]
Common stock subject to possible redemption, shares issued	23,000,000
Common stock subject to possible redemption, per share (in Dollars per share) \| $ / shares	$ 10
Common stock subject to possible redemption, shares outstanding	23,000,000
Common stock subject to possible redemption, par value (in Dollars per share) \| $ / shares	$ 0.0001
Preferred stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock, shares authorized	100,000,000
Common stock, shares issued	5,750,000
Common stock, shares outstanding	5,750,000

Statement of Operations

Statement of Operations	5 Months Ended
Statement of Operations	Dec. 31, 2020USD ($)$ / sharesshares
Income Statement [Abstract]
Operating and formation costs	$ 123,836
Income (Loss) from operations	(123,836)
Change in fair value of warrant liability	(1,836,000)
Transaction costs	(8,714)
Interest earned on investments held in Trust Account	20,608
Other income (expense)	(1,824,106)
Net income (loss)	$ (1,947,942)
Weighted average shares outstanding of common stock (in Shares) \| shares	12,916,667
Basic and diluted income (loss) per share, common stock (in Dollars per share) \| $ / shares	$ (0.15)

Statement of Changes in Stockho

Statement of Changes in Stockholders’ Equity - 5 months ended Dec. 31, 2020 - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Aug. 09, 2020
Balance (in Shares) at Aug. 09, 2020
Sale of common stock to initial shareholders	$ 575	24,425		25,000
Sale of common stock to initial shareholders (in Shares)	5,750,000
Excess of cash received over fair value of Private Warrants		2,856,000		2,856,000
Proceeds of issuance of unit allocated to Public Warrants		12,880,000		12,880,000
Accretion of common stock subject to possible redemption		$ (15,760,425)	(10,284,062)	(26,044,487)
Net income (loss)			(1,947,942)	(1,947,942)
Balance at Dec. 31, 2020	$ 575		$ (12,232,004)	$ (12,231,429)
Balance (in Shares) at Dec. 31, 2020	5,750,000

Statement of Cash Flows

Statement of Cash Flows	5 Months Ended
Statement of Cash Flows	Dec. 31, 2020USD ($)
Cash Flows from Operating Activities:
Net income (loss)	$ (1,947,942)
Interest earned on investments held in Trust Account	(20,608)
Change in fair value of warrant liability	1,836,000
Transaction costs	8,714
Changes in operating assets and liabilities:
Prepaid expenses	(230,427)
Accrued expenses	53,629
Net cash used in operating activities	(300,634)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(230,000,000)
Net cash used in investing activities	(230,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of common stock to Sponsor	25,000
Proceeds from sale of Units, net of underwriting discounts paid of $4,600,000	225,400,000
Proceeds from sale of Private Warrants	6,800,000
Borrowings under promissory note – related party	200,000
Repayment of promissory note – related party	(200,000)
Payment of offering costs	(523,201)
Net cash provided by financing activities	231,701,799
Net Change in Cash	1,401,165
Cash – Beginning of period
Cash – End of period	1,401,165
Non-Cash Investing and Financing Activities:
Initial classification of warrant liability	3,944,000
Deferred underwriting fee payable	$ 8,050,000

Statement of Cash Flows (Parent

Statement of Cash Flows (Parentheticals)	5 Months Ended
Statement of Cash Flows (Parentheticals)	Dec. 31, 2020USD ($)
Statement of Cash Flows [Abstract]
Underwriting discounts paid	$ 4,600,000

Description of Organization and

Description of Organization and Business Operations	5 Months Ended
Description of Organization and Business Operations	Dec. 31, 2020
Accounting Policies [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Natural Order Acquisition Corp. (the “Company”) was incorporated in Delaware on August 10, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from August 10, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”) and expenses incurred in relation to the pursuit of a business combination, which are described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on November 10, 2020. On November 13, 2020 the Company consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,800,000 warrants (the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to Natural Order Sponsor LLC (the “Sponsor”), generating gross proceeds of $6,800,000, which is described in Note 5. Transaction costs amounted to $13,173,201, consisting of $4,600,000 in cash underwriting fees, $8,050,000 of deferred underwriting fees and $523,201 of other offering costs. Of these total transaction costs, $8,714 related to the issuance of the Private Warrants and were charged to expense and the remaining $13,164,487 were charged to equity. Following the closing of the Initial Public Offering on November 13, 2020, an amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (the “Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the funds held in the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and any of the Company’s officers or directors that may hold Founder Shares (as defined in Note 6) (the “Initial Stockholders”) have agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, in order for a public stockholder to have his shares redeemed for cash in connection with any proposed Business Combination, that public stockholder must vote either in favor of or against a proposed Business Combination. If a public stockholder fails to vote in favor of or against a proposed Business Combination, whether that stockholder abstains from the vote or simply does not vote, that stockholder would not be able to have his shares of Common Stock so redeemed to cash in connection with such Business Combination. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation 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% of the Public Shares. The Initial Stockholders have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company has until November 13, 2022 (the “Combination Period”) to complete a Business Combination. If the Company has not consummated a Business Combination by the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Initial Stockholders have agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Initial Stockholders will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Initial Stockholders 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 accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	5 Months Ended
Restatement of Previously Issued Financial Statements	Dec. 31, 2020
Condensed Financial Information Disclosure [Abstract]
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	NOTE 2 – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company has concluded it should restate its previously issued financial statements to classify all common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments in ASC 480-10-S99, redemption provisions not solely within the control of the Company, require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its common stock in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. In connection with the change in presentation for the common stock subject to possible redemption, the Company has restated its earnings per share calculation to allocate income and losses shared pro rata among all shares of common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, all shares of common stock participate pro rata in the income and losses of the Company. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, including the previously issued (i) balance sheet as of November 13, 2020 included in the Company’s Current Report on Form 8-K filed with the SEC on November 19, 2020, and (ii) financial statements for the period from August 10, 2020 (inception) through December 31, 2020 included in the Company’s Form 10-K as amended, filed on May 24, 2021 (the “2020 Affected Periods”), and that those financial statements should no longer be relied upon. Therefore, the Company, in consultation with its Audit Committee, concluded that the 2020 Affected Periods should be restated to present all common stock subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and to calculate earnings per share for all shares of common stock taken as a whole. As such, the Company is reporting these restatements to those periods in this annual report. See also the addition of the reconciliation table in Note 3 and changes to Note 8 . Impact of the Restatement The impact of the restatements on the balance sheet, statement of operations and statements of cash flows for the 2020 Affected Periods is presented below. As Previously Adjustments As Balance sheet as of November 13, 2020 Common Stock Subject to Possible Redemption 214,706,790 15,293,210 230,000,000 Common Stock, $0.0001 par value 728 (153 ) 575 Additional Paid-in Capital 5,008,995 (5,008,995 ) - Accumulated Deficit (9,714 ) (10,284,062 ) (10,293,776 ) Total Stockholders’ Equity/(Deficit) 5,000,009 (15,293,210 ) (10,293,201 ) Balance sheet as of December 31, 2020 Common Stock Subject to Possible Redemption 212,768,570 17,231,430 230,000,000 Common Stock, $0.0001 par value 747 (172 ) 575 Additional Paid-in Capital 6,947,196 (6,947,196 ) - Accumulated Deficit (1,947,942 ) (10,284,062 ) (12,232,004 ) Total Stockholders’ Equity/(Deficit) 5,000,001 (17,231,430 ) (12,231,429 ) Statement of Operations for the Period from August 10, 2020 (Inception) Through December 31, 2020 Basic and diluted loss per share, common stock $ (0.00 ) $ (0.15 ) $ (0.15 ) Basic and diluted net loss per share, non-redeemable common stock $ (0.37 ) $ N/A $ N/A Cash Flow Statement for the Period from August 10, 2021 (Inception) Through December 31, 2020 Initial classification of common stock subject to possible redemption 214,706,790 (214,706,790 ) - Change in value of common stock subject to possible redemption (1,938,220 ) 1,938,220 - (1) As previously restated in the Company’s Form 10K/A filed with SEC on May, 24, 2021 Going Concern Subsequent to the Company’s previously issued amendment no. 1 to the Annual Report on Form 10-K for the period ended December 31, 2020, filed on May 24, 2021, in connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to complete a Business Combination by November 13, 2022, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 13, 2022. The Company intends to complete a Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate a business combination by November 13, 2022.

Summary of Significant Accounti

Summary of Significant Accounting Policies	5 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 Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the Affected Period are restated in this Annual Report on Form 10-K/A (Amendment No. 2) to correct the misapplication of accounting guidance related to the Company’s common shares subject to redemption in the Company’s previously issued audited financial statements for such period. The restated financial statements are indicated as “Restated” in the audited financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption, if any, in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s 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, at December 31, 2020, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. At December 31, 2020, the common stock reflected in the condensed balance sheet is reconciled in the following table: Gross Proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (12,880,000 ) Common stock issuance costs (13,164,487 ) Plus: Accretion of carrying value to redemption value 26,044,487 Common stock subject to redemption $ 230,000,000 Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $13,164,487 were charged to stockholders’ equity upon the completion of the Initial Public Offering. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average number of common shares outstanding for the respective period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 14,900,000 shares of common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from August 10, 2020 (inception) through December 31, 2020. Accretion associated with the shares of redeemable common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts) for the period from August 10, 2020 (inception) through December 31, 2020: Common Stock Numerator: Earnings allocable to Common Stock Net Loss $ (1,947,942 ) Denominator: Weighted Average Shares, Common Stock Common Stock, Basic and Diluted 12,916,667 Earnings/Basic and Diluted Common Stock $ (0.15 ) As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. See Note 10 for further discussion of the methodology used to determine the fair value of warrants classified as liability-classified instruments. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	5 Months Ended
Initial Public Offering	Dec. 31, 2020
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 4 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one-half share of common stock at a price of $11.50 per share, subject to adjustment (see Note 8).

Private Placement

Private Placement	5 Months Ended
Private Placement	Dec. 31, 2020
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 5 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,800,000 Private Warrants at a price of $1.00 per Private Warrant ($6,800,000). Each Private Warrant is exercisable to purchase one-half share of common stock at a price of $11.50 per share, subject to adjustment (see Note 8). The proceeds from the sale of the Private Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Warrants will expire worthless. The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants will be exercisable for cash (even if a registration statement covering the issuance of the common stock issuable upon exercise of such warrants is not effective) or on a cashless basis, at the holder’s option and will not be redeemable by the Company, in each case so long as they are held by the initial purchasers or their affiliates.

Related Parties

Related Parties	5 Months Ended
Related Parties	Dec. 31, 2020
Related Party Transactions [Abstract]
RELATED PARTIES	NOTE 6 — RELATED PARTIES Founder Shares In August 2020, the Company issued an aggregate of 7,187,500 shares of common stock to the Initial Stockholders (the “Founder Shares”) for an aggregate purchase price of $25,000. In October 2020, the Sponsor transferred 100,000 Founder Shares to certain officers and each director. On November 5, 2020, the Sponsor effected a cancellation and surrender of 1,437,500 Founder Shares to the Company for no consideration, resulting in a decrease in the number of shares of common stock outstanding from 7,187,500 to 5,750,000 shares. The Founder Shares included an aggregate of 750,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal approximately 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 750,000 Founder Shares were no longer subject to forfeiture. The Initial Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Founder Shares until, with respect to 50% of the Founder Shares, the earlier of six months after the consummation of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 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 commencing after a Business Combination and, with respect to the remaining 50% of the Founder Shares, until the six months after the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Support Agreement The Company entered into an agreement, commencing on November 10, 2020 through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial support. However, pursuant to the terms of such agreement, the Company may delay payment of such monthly fee upon a determination by the audit committee that the Company lacks sufficient funds held outside the Trust Account to pay actual or anticipated expenses in connection with a Business Combination. Any such unpaid amount will accrue without interest and be due and payable no later than the date of the consummation of a Business Combination. The Company will cease to pay such fees upon the consummation of a Business Combination. For the period from August 10, 2020 (inception) through December 31, 2020, the Company incurred $20,000 in fees for these services of which $10,000 is included in accrued expenses in the accompanying balance sheet. Promissory Notes — Related Party In August 2020, the Company entered into unsecured promissory notes (the “Promissory Notes”) with affiliates of the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $200,000. The Promissory Notes were non-interest bearing and payable on the earlier of (i) the completion of the Initial Public Offering or (ii) the date on which the Company determined not to conduct the Initial Public Offering. The outstanding balance under the Promissory Note of $200,000 was repaid at the closing of the Initial Public Offering on November 13, 2020. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Initial Stockholders, or an affiliate of the Initial Stockholders, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. At December 31, 2020, no amounts were outstanding under the Working Capital Loans.

Commitments and Contingencies

Commitments and Contingencies	5 Months Ended
Commitments and Contingencies	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 7 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on November 10, 2020, the holders of the Founder Shares, Private Warrants and securities that may be issued upon conversion of Working Capital Loans will be entitled to registration and stockholder rights. The holders of a majority of these securities are entitled to make up to two demands that the Company registers such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Warrants (and underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Stockholders' Equity

Stockholders' Equity	5 Months Ended
Stockholders' Equity	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
STOCKHOLDERS' EQUITY	NOTE 8 — STOCKHOLDERS’ EQUITY Preferred Stock — Common stock Public Warrants No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within 120 days from the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time while the warrants become exercisable; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; ● if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share, for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the issuance of the common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of shares of common stock at a price below its exercise price. The Company has agreed to use its best efforts to have declared effective a prospectus relating to the common stock issuable upon exercise of the warrants and keep such prospectus current until the expiration of the warrants. However, if the Company does not maintain a current prospectus relating to the common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants for cash and the Company will not be required to net cash settle or cash settle the warrant exercise. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsors or its affiliates, without taking into account any Founder Shares held by the Initial Stockholders or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the Market Value.

Income Taxes

Income Taxes	5 Months Ended
Income Taxes	Dec. 31, 2020
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 9 — INCOME TAXES The Company did not have any significant deferred tax assets or liabilities as of December 31, 2020. The income tax provision consists of the following for the period from August 10, 2020 (inception) through December 31, 2020: Federal Current $ — Deferred (21,678 ) State and Local Current — Deferred — Change in valuation allowance 21,678 Income tax provision $ — As of December 31, 2020, the Company had approximately $8,000 of U.S. federal net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion 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 liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from August 10, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $21,678. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: December 31, 2020 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of derivative warrant liabilities (19.9 )% Change in valuation allowance (1.1 )% Income tax provision 0.0 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

Fair Value Measurements

Fair Value Measurements	5 Months Ended
Fair Value Measurements	Dec. 31, 2020
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 10 — FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. At December 31, 2020, assets held in the Trust Account were comprised of $842 in cash and $230,019,766 in U.S. Treasury securities. During the year ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity securities at December 31, 2020 are as follows: Held-To-Maturity Level Amortized Gross Fair Value Assets U.S. Treasury Securities (Matured on 2/11/2021) (1) 1 $ 230,019,766 $ 3,451 $ 230,023,217 Liabilities Private Warrants 3 $ 5,780,000 (1) At maturity on February 11, 2021, proceeds were invested in additional U.S. Treasury Securities with a maturity date of June 10, 2021. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. There were no transfers during the period. The Private Warrants are 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. Initial Measurement and Subsequent Measurement The Company established the initial fair value for the Warrants on November 13, 2020, the date of the closing of the Initial Public Offering, and subsequent fair value as of December 31, 2020. The Private Warrants are measured at fair value on a recurring basis, using a Black-Scholes Model (the “B-S Model”). The Company allocated the proceeds received from the sale of Private Warrants to the Private Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to common stock subject to possible redemption. The Private Warrants were classified as Level 3 at the initial measurement date and as of December 31, 2020 due to the use of unobservable inputs. The key inputs into the B-S Model for the Private Warrants were as follows: November 13, December 31, Risk-free interest rate 0.53 % 0.49 % Expected term (years) 5 5 Expected volatility 18 % 22 % Exercise price $ 11.50 $ 11.50 Stock price $ 9.62 $ 10.03 Dividend yield 0.0 % 0.0 % The following table presents the changes in the fair value of warrant liability: Warrant Warrant liability on August 10, 2020 $ - Issuance of Private Warrants 3,944,000 Change in fair value of warrant liability 1,836,000 Fair value as of December 31, 2020 $ 5,780,000

Subsequent Events

Subsequent Events	5 Months Ended
Subsequent Events	Dec. 31, 2020
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than the restatement discussed in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	5 Months Ended
Accounting Policies, by Policy (Policies)	Dec. 31, 2020
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the Affected Period are restated in this Annual Report on Form 10-K/A (Amendment No. 2) to correct the misapplication of accounting guidance related to the Company’s common shares subject to redemption in the Company’s previously issued audited financial statements for such period. The restated financial statements are indicated as “Restated” in the audited financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption, if any, in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s 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, at December 31, 2020, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. At December 31, 2020, the common stock reflected in the condensed balance sheet is reconciled in the following table: Gross Proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (12,880,000 ) Common stock issuance costs (13,164,487 ) Plus: Accretion of carrying value to redemption value 26,044,487 Common stock subject to redemption $ 230,000,000
Offering Costs	Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $13,164,487 were charged to stockholders’ equity upon the completion of the Initial Public Offering.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net Income (Loss) per Common Share	Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average number of common shares outstanding for the respective period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 14,900,000 shares of common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from August 10, 2020 (inception) through December 31, 2020. Accretion associated with the shares of redeemable common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts) for the period from August 10, 2020 (inception) through December 31, 2020: Common Stock Numerator: Earnings allocable to Common Stock Net Loss $ (1,947,942 ) Denominator: Weighted Average Shares, Common Stock Common Stock, Basic and Diluted 12,916,667 Earnings/Basic and Diluted Common Stock $ (0.15 ) As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Warrant Liability	Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. See Note 10 for further discussion of the methodology used to determine the fair value of warrants classified as liability-classified instruments.
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	5 Months Ended
	Dec. 31, 2020
Condensed Financial Information Disclosure [Abstract]
Schedule of restatement on balance sheet, statement of operations and statements of cash flows	As Previously Adjustments As Balance sheet as of November 13, 2020 Common Stock Subject to Possible Redemption 214,706,790 15,293,210 230,000,000 Common Stock, $0.0001 par value 728 (153 ) 575 Additional Paid-in Capital 5,008,995 (5,008,995 ) - Accumulated Deficit (9,714 ) (10,284,062 ) (10,293,776 ) Total Stockholders’ Equity/(Deficit) 5,000,009 (15,293,210 ) (10,293,201 ) Balance sheet as of December 31, 2020 Common Stock Subject to Possible Redemption 212,768,570 17,231,430 230,000,000 Common Stock, $0.0001 par value 747 (172 ) 575 Additional Paid-in Capital 6,947,196 (6,947,196 ) - Accumulated Deficit (1,947,942 ) (10,284,062 ) (12,232,004 ) Total Stockholders’ Equity/(Deficit) 5,000,001 (17,231,430 ) (12,231,429 ) Statement of Operations for the Period from August 10, 2020 (Inception) Through December 31, 2020 Basic and diluted loss per share, common stock $ (0.00 ) $ (0.15 ) $ (0.15 ) Basic and diluted net loss per share, non-redeemable common stock $ (0.37 ) $ N/A $ N/A Cash Flow Statement for the Period from August 10, 2021 (Inception) Through December 31, 2020 Initial classification of common stock subject to possible redemption 214,706,790 (214,706,790 ) - Change in value of common stock subject to possible redemption (1,938,220 ) 1,938,220 - (1) As previously restated in the Company’s Form 10K/A filed with SEC on May, 24, 2021

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	5 Months Ended
Summary of Significant Accounting Policies (Tables)	Dec. 31, 2020
Accounting Policies [Abstract]
Schedule of common stock reflected in the condensed balance sheet is reconciled	Gross Proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (12,880,000 ) Common stock issuance costs (13,164,487 ) Plus: Accretion of carrying value to redemption value 26,044,487 Common stock subject to redemption $ 230,000,000
Schedule of basic and diluted net income (loss) per common share	Common Stock Numerator: Earnings allocable to Common Stock Net Loss $ (1,947,942 ) Denominator: Weighted Average Shares, Common Stock Common Stock, Basic and Diluted 12,916,667 Earnings/Basic and Diluted Common Stock $ (0.15 )

Income Taxes (Tables)

Income Taxes (Tables)	5 Months Ended
Income Taxes (Tables)	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Schedule of income tax provision consists	Federal Current $ — Deferred (21,678 ) State and Local Current — Deferred — Change in valuation allowance 21,678 Income tax provision $ —
Schedule of a reconciliation of the federal income tax rate	December 31, 2020 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of derivative warrant liabilities (19.9 )% Change in valuation allowance (1.1 )% Income tax provision 0.0 %

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	5 Months Ended
Fair Value Measurements (Tables)	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Schedule of gross holding gains and fair value of held-to-maturity securities	Held-To-Maturity Level Amortized Gross Fair Value Assets U.S. Treasury Securities (Matured on 2/11/2021) (1) 1 $ 230,019,766 $ 3,451 $ 230,023,217 Liabilities Private Warrants 3 $ 5,780,000
Schedule of key B-S Model for the Private Warrants	November 13, December 31, Risk-free interest rate 0.53 % 0.49 % Expected term (years) 5 5 Expected volatility 18 % 22 % Exercise price $ 11.50 $ 11.50 Stock price $ 9.62 $ 10.03 Dividend yield 0.0 % 0.0 %
Schedule of changes in fair value of warrant liability	Warrant Warrant liability on August 10, 2020 $ - Issuance of Private Warrants 3,944,000 Change in fair value of warrant liability 1,836,000 Fair value as of December 31, 2020 $ 5,780,000

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	Nov. 13, 2020	Dec. 31, 2020
Description of Organization and Business Operations (Details) [Line Items]
Generating gross proceeds		$ 230,000,000
Price per share (in Dollars per share)		$ 10
Transaction costs amount		$ 13,173,201
Underwriting fees		4,600,000
Deferred underwriting fees		8,050,000
Other offering costs		523,201
Total transaction costs		$ 8,714
Fair market value percentage		80.00%
Public per share (in Dollars per share)		$ 10
Net tangible assets of business combination		$ 5,000,001
Aggregate of public share percentage		20.00%
Redemption of public share, percentage		100.00%
Interest expenses		$ 100,000
Offering price per Unit (in Dollars per share)		$ 10
Trust account public per share (in Dollars per share)		$ 10
Business Acquisition [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business combination percentage of voting securities		50.00%
Warrant [Member]
Description of Organization and Business Operations (Details) [Line Items]
Total offering costs charged to equity		$ 13,164,487
IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of share (in Shares)	23,000,000
Initial public offering price per unit (in Dollars per share)	$ 10
Sale of shares (in Shares)		23,000,000
Total offering costs charged to equity		$ 13,164,487
Net proceeds	$ 230,000,000
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of share (in Shares)	3,000,000
Initial public offering price per unit (in Dollars per share)	$ 10
Generating gross proceeds	$ 230,000,000
Sale of shares (in Shares)		3,000,000
Private Warrants [Member]
Description of Organization and Business Operations (Details) [Line Items]
Generating gross proceeds		$ 6,800,000
Sale of shares (in Shares)		6,800,000
Price per share (in Dollars per share)		$ 1

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on balance sheet, statement of operations and statements of cash flows - USD ($)		5 Months Ended
		Dec. 31, 2020	Nov. 13, 2020
As Previously Reported [Member]
Condensed Financial Statements, Captions [Line Items]
Common Stock Subject to Possible Redemption (in Shares)	[1]	212,768,570	214,706,790
Common Stock, $0.0001 par value	[1]	$ 747	$ 728
Additional Paid-in Capital	[1]	6,947,196	5,008,995
Accumulated Deficit	[1]	(1,947,942)	(9,714)
Total Stockholders’ Equity/(Deficit)	[1]	$ 5,000,001	$ 5,000,009
Statement of Operations for the Period from August 10, 2020 (Inception) Through December 31, 2020
Basic and diluted loss per share, common stock (in Dollars per share)	[1]	$ 0
Basic and diluted net loss per share, non-redeemable common stock (in Dollars per share)	[1]	$ (0.37)
Cash Flow Statement for the Period from August 10, 2021 (Inception) Through December 31, 2020
Initial classification of common stock subject to possible redemption	[1]	$ 214,706,790
Change in value of common stock subject to possible redemption	[1]	$ (1,938,220)
Adjustments [Member]
Condensed Financial Statements, Captions [Line Items]
Common Stock Subject to Possible Redemption (in Shares)		17,231,430	15,293,210
Common Stock, $0.0001 par value		$ (172)	$ (153)
Additional Paid-in Capital		(6,947,196)	(5,008,995)
Accumulated Deficit		(10,284,062)	(10,284,062)
Total Stockholders’ Equity/(Deficit)		$ (17,231,430)	$ (15,293,210)
Statement of Operations for the Period from August 10, 2020 (Inception) Through December 31, 2020
Basic and diluted loss per share, common stock (in Dollars per share)		$ (0.15)
Basic and diluted net loss per share, non-redeemable common stock (in Dollars per share)
Cash Flow Statement for the Period from August 10, 2021 (Inception) Through December 31, 2020
Initial classification of common stock subject to possible redemption		$ (214,706,790)
Change in value of common stock subject to possible redemption		$ 1,938,220
As Restated [Member]
Condensed Financial Statements, Captions [Line Items]
Common Stock Subject to Possible Redemption (in Shares)		230,000,000	230,000,000
Common Stock, $0.0001 par value		$ 575	$ 575
Additional Paid-in Capital
Accumulated Deficit		(12,232,004)	(10,293,776)
Total Stockholders’ Equity/(Deficit)		$ (12,231,429)	$ (10,293,201)
Statement of Operations for the Period from August 10, 2020 (Inception) Through December 31, 2020
Basic and diluted loss per share, common stock (in Dollars per share)		$ (0.15)
Basic and diluted net loss per share, non-redeemable common stock (in Dollars per share)
Cash Flow Statement for the Period from August 10, 2021 (Inception) Through December 31, 2020
Initial classification of common stock subject to possible redemption
Change in value of common stock subject to possible redemption

[1]	As previously restated in the Company’s Form 10K/A filed with SEC on May, 24, 2021

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on balance sheet, statement of operations and statements of cash flows (Parentheticals) - $ / shares	Dec. 31, 2020	Nov. 13, 2020
As Previously Reported [Member]
Condensed Financial Statements, Captions [Line Items]
Common Stock, par value	$ 0.0001	$ 0.0001
Adjustments [Member]
Condensed Financial Statements, Captions [Line Items]
Common Stock, par value	0.0001	0.0001
As Restated [Member]
Condensed Financial Statements, Captions [Line Items]
Common Stock, par value	$ 0.0001	$ 0.0001

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details)	5 Months Ended
Summary of Significant Accounting Policies (Details)	Dec. 31, 2020USD ($)shares
Summary of Significant Accounting Policies (Details) [Line Items]
Federal depository insurance	$ 250,000
Purchase of shares (in Shares) \| shares	14,900,000
IPO [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Total offering costs charged to equity	$ 13,164,487

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of common stock reflected in the condensed balance sheet is reconciled	5 Months Ended
	Dec. 31, 2020USD ($)
Schedule of common stock reflected in the condensed balance sheet is reconciled [Abstract]
Gross Proceeds	$ 230,000,000
Less:
Proceeds allocated to Public Warrants	(12,880,000)
Common stock issuance costs	(13,164,487)
Plus:
Accretion of carrying value to redemption value	26,044,487
Common stock subject to redemption	$ 230,000,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share - Non-Redeemable Common Stock [Member]	5 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
Numerator: Earnings allocable to Common Stock
Net Loss \| $	$ (1,947,942)
Common Stock, Basic and Diluted \| shares	12,916,667
Earnings/Basic and Diluted Common Stock \| $ / shares	$ (0.15)

Initial Public Offering (Detail

Initial Public Offering (Details)	5 Months Ended
Initial Public Offering (Details)	Dec. 31, 2020$ / sharesshares
Initial Public Offering (Details) [Line Items]
Sale of stock price per unit \| $ / shares	$ 10
Public Warrant [Member]
Initial Public Offering (Details) [Line Items]
Sale of stock price per unit \| $ / shares	$ 11.50
IPO [Member]
Initial Public Offering (Details) [Line Items]
Sale of stock \| shares	23,000,000
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sale of stock \| shares	3,000,000

Private Placement (Details)

Private Placement (Details) - Private Placement [Member]	5 Months Ended
Private Placement (Details) - Private Placement [Member]	Dec. 31, 2020USD ($)$ / sharesshares
Private Placement (Details) [Line Items]
Aggregate of private placement, shares (in Shares) \| shares	6,800,000
Warrants price per share	$ 1
Aggregate of purchase price (in Dollars) \| $	$ 6,800,000
Common stock price per share	$ 11.50

Related Parties (Details)

Related Parties (Details) - USD ($)	Nov. 13, 2020	Nov. 10, 2020	Nov. 05, 2020	Aug. 31, 2020	Oct. 31, 2020	Dec. 31, 2020
Related Parties (Details) [Line Items]
Services fees						$ 20,000
Accrued expenses						10,000
Aggregate principal amount				$ 200,000
Outstanding balance under the promissory note	$ 200,000
Working capital loans borrowable from promissory notes						$ 500,000
Business Acquisition [Member]
Related Parties (Details) [Line Items]
Business combination into warrants at a price						$ 1
Founder Shares [Member]
Related Parties (Details) [Line Items]
Share issued				7,187,500
Aggregate purchase price				$ 25,000
Transferred shares					100,000
Surrender shares			1,437,500
Aggregate shares			750,000
Common stock outstanding percentage			20.00%
Shares subject to forfeiture				750,000
Founder shares description						The Initial Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Founder Shares until, with respect to 50% of the Founder Shares, the earlier of six months after the consummation of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 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 commencing after a Business Combination and, with respect to the remaining 50% of the Founder Shares, until the six months after the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Minimum [Member] \| Founder Shares [Member]
Related Parties (Details) [Line Items]
Share issued			7,187,500
Maximum [Member] \| Founder Shares [Member]
Related Parties (Details) [Line Items]
Share issued			5,750,000
Sponsor [Member]
Related Parties (Details) [Line Items]
Office space, utilities and secretarial support paid per month		$ 10,000

Commitments and Contingencies (

Commitments and Contingencies (Details)	5 Months Ended
Commitments and Contingencies (Details)	Dec. 31, 2020USD ($)$ / shares
Commitments and Contingencies Disclosure [Abstract]
Deferred fee per unit \| $ / shares	$ 0.35
Underwriters deferred fee \| $	$ 8,050,000

Stockholders' Equity (Details)

Stockholders' Equity (Details)	5 Months Ended
Stockholders' Equity (Details)	Dec. 31, 2020$ / sharesshares
Stockholders' Equity (Details) [Line Items]
Preferred stock authorized to issue	1,000,000
Preferred stock par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock, shares authorized	100,000,000
Common stock par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock, shares issued	5,750,000
Common stock, shares outstanding	5,750,000
Common stock subject to possible redemption	23,000,000
Warrants, description	Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within 120 days from the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act.
Redemption public warrant	The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time while the warrants become exercisable; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; ● if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share, for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the issuance of the common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.
Business Acquisition [Member]
Stockholders' Equity (Details) [Line Items]
Additional issued common stock, shares related description	In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsors or its affiliates, without taking into account any Founder Shares held by the Initial Stockholders or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the Market Value.

Income Taxes (Details)

Income Taxes (Details)	5 Months Ended
Income Taxes (Details)	Dec. 31, 2020USD ($)
Income Tax Disclosure [Abstract]
Operating loss carryovers	$ 8,000
Change in the valuation allowance	$ 21,678

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of income tax provision consists	5 Months Ended
	Dec. 31, 2020USD ($)
Federal
Current
Deferred	(21,678)
State and Local
Current
Deferred
Change in valuation allowance	21,678
Income tax provision

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of a reconciliation of the federal income tax rate	5 Months Ended
	Dec. 31, 2020
Schedule of a reconciliation of the federal income tax rate [Abstract]
Statutory federal income tax rate	21.00%
State taxes, net of federal tax benefit	0.00%
Change in fair value of derivative warrant liabilities	(19.90%)
Change in valuation allowance	(1.10%)
Income tax provision	0.00%

Fair Value Measurements (Detail

Fair Value Measurements (Details)	Dec. 31, 2020USD ($)
Cash [Member]
Fair Value Measurements (Details) [Line Items]
Assets held in trust	$ 842
U.S. Treasury Securities [Member]
Fair Value Measurements (Details) [Line Items]
Assets held in trust	$ 230,019,766

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of gross holding gains and fair value of held-to-maturity securities	5 Months Ended
	Dec. 31, 2020USD ($)
Level 1 [Member]
Schedule of Held-to-maturity Securities [Line Items]
Held-To-Maturity	U.S. Treasury Securities (Matured on 2/11/2021)(1)	[1]
Amortized Cost	$ 230,019,766
Gross Holding Gain	3,451
Fair Value	$ 230,023,217
Level 3 [Member]
Schedule of Held-to-maturity Securities [Line Items]
Held-To-Maturity	Private Warrants
Fair Value	$ 5,780,000

[1]	At maturity on February 11, 2021, proceeds were invested in additional U.S. Treasury Securities with a maturity date of June 10, 2021.

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of key B-S Model for the Private Warrants - $ / shares	Nov. 13, 2020	Dec. 31, 2020
Schedule of key B-S Model for the Private Warrants [Abstract]
Risk-free interest rate	0.53%	0.49%
Expected term (years)	5 years	5 years
Expected volatility	18.00%	22.00%
Exercise price (in Dollars per share)	$ 11.50	$ 11.50
Stock price (in Dollars per share)	$ 9.62	$ 10.03
Dividend yield	0.00%	0.00%

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liability	5 Months Ended
	Dec. 31, 2020USD ($)
Schedule of changes in fair value of warrant liability [Abstract]
Warrant liability on August 10, 2020
Fair Value of Private Warrants at Issuance	3,944,000
Change in fair value of warrant liability	1,836,000
Fair value as of December 31, 2020	$ 5,780,000