The Beachbody Company, Inc. (BODI) 10-K25 Mar 212020 FY Annual reportFinancial data

Company Profile

Document And Entity Information

Document And Entity Information - USD ($)	3 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2020	Mar. 22, 2021
Document Information Line Items
Entity Registrant Name	Forest Road Acquisition Corp.
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Public Float	$ 315,000,000
Amendment Flag	false
Entity Central Index Key	0001826889
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Transition Report	false
Entity File Number	001-39735
Entity Incorporation, State or Country Code	DE
Entity Interactive Data Current	Yes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		30,000,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		7,500,000

Balance Sheet

Balance Sheet	Dec. 31, 2020USD ($)
Assets
Cash	$ 1,183,830
Prepaid assets	294,383
Total current assets	1,478,213
Marketable Securities held in Trust Account	300,000,000
Total Assets	301,478,213
Liabilities and Stockholders’ Equity
Accounts payable	409,896
Franchise tax payable	54,149
Total current liabilities	464,045
Deferred underwriters’ discount payable	10,500,000
Total liabilities	10,964,045
Commitments
Class A common stock subject to possible redemption, 28,551,416 shares at redemption value	285,514,160
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Additional paid-in capital	5,530,507
Accumulated deficit	(531,394)
Total stockholders’ equity	5,000,008
Total Liabilities and Stockholders’ Equity	301,478,213
Class A Common Stock
Stockholders’ Equity:
Common stock value	145
Total stockholders’ equity	145
Class B Common Stock
Stockholders’ Equity:
Common stock value	750
Total stockholders’ equity	$ 750

Balance Sheet (Parentheticals)

Balance Sheet (Parentheticals)	3 Months Ended
Balance Sheet (Parentheticals)	Dec. 31, 2020$ / sharesshares
Common stock subject to possible redemption	28,551,416
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
Class A Common Stock
Common stock par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock, shares authorized	300,000,000
Common stock, shares issued	1,448,584
Common stock, shares outstanding	1,448,584
Shares subject to possible redemption	28,551,416
Class B Common Stock
Common stock par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock, shares authorized	20,000,000
Common stock, shares issued	7,500,000
Common stock, shares outstanding	7,500,000

Statement of Operations

Statement of Operations	3 Months Ended
Statement of Operations	Dec. 31, 2020USD ($)$ / sharesshares
Formation and operating costs	$ 531,404
Loss from operations	(531,404)
Other Income
Interest income	10
Total other income	10
Net loss	$ (531,394)
Weighted average shares outstanding (in Shares) \| shares	30,000,000
Basic and diluted net income per share (in Dollars per share) \| $ / shares	$ 0
Class A common stock
Other Income
Weighted average shares outstanding (in Shares) \| shares	30,000,000,000,000
Basic and diluted net income per share (in Dollars per share) \| $ / shares	$ 0
Class B common stock
Other Income
Weighted average shares outstanding (in Shares) \| shares	6,856,915,000,000
Basic and diluted net income per share (in Dollars per share) \| $ / shares	$ (0.08)

Statement of Changes in Stockho

Statement of Changes in Stockholders' Equity - 3 months ended Dec. 31, 2020 - USD ($)	Class A Common Stock	Class B Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Sep. 23, 2020
Balance (in Shares) at Sep. 23, 2020
Class B common stock issued to Sponsor		$ 750	24,250		25,000
Class B common stock issued to Sponsor (in Shares)		7,503,750
Sale of Units in Initial Public Offering net of underwriter discount and offering cost	$ 3,000		283,017,562		283,020,562
Sale of Units in Initial Public Offering net of underwriter discount and offering cost (in Shares)	30,000,000
Sale of Units in Initial Public Offering	$ 3,000		299,997,000		300,000,000
Sale of Units in Initial Public Offering (in Shares)	30,000,000
Sale of Private Placement Warrants			8,000,000		8,000,000
Forfeiture of 3,750 shares by initial stockholders
Forfeiture of 3,750 shares by initial stockholders (in Shares)		(3,750)
Change in Class A common stock subject to possible redemption	$ (2,855)		(285,511,305)		(285,514,160)
Change in Class A common stock subject to possible redemption (in Shares)	(28,551,416)
Net loss				(531,394)	(531,394)
Balance at Dec. 31, 2020	$ 145	$ 750	$ 5,530,507	$ (531,394)	$ 5,000,008
Balance (in Shares) at Dec. 31, 2020	1,448,584	7,500,000

Statement of Changes in Stock_2

Statement of Changes in Stockholders' Equity (Parentheticals)	3 Months Ended
	Dec. 31, 2020shares
Class A Common Stock
Forfeiture shares by initial stockholders	3,750

Statement of Cash Flows

Statement of Cash Flows	3 Months Ended
Statement of Cash Flows	Dec. 31, 2020USD ($)
Cash Flows from Operating Activities:
Net loss	$ (531,394)
Changes in current assets and current liabilities:
Prepaid assets	(294,383)
Franchise tax payable	54,149
Accounts payable	409,896
Net cash used in operating activities	(361,732)
Cash Flows from Investing Activities:
Investment of cash into trust account	(300,000,000)
Net cash used in investing activities	(300,000,000)
Cash Flows from Financing Activities:
Proceeds from Initial Public Offering, net of underwriters’ discount	294,000,000
Proceeds from private placement	8,000,000
Proceeds from Promissory note	141,881
Repayment of Promissory note	(141,881)
Proceeds from issuance of founder shares	25,000
Payments of offering costs	(479,438)
Net cash provided by financing activities	301,545,562
Net Change in Cash	1,183,830
Cash – Beginning of period
Cash – Ending of period	1,183,830
Supplemental Disclosure of Non-cash Financing Activities:
Initial value of Class A common stock subject to possible redemption	286,016,268
Change in value of Class A common stock subject to possible redemption	(502,108)
Deferred underwriters’ discount payable charged to additional paid-in capital	$ 10,500,000

Organization and Business Opera

Organization and Business Operations	3 Months Ended
Organization and Business Operations	Dec. 31, 2020
Accounting Policies [Abstract]
Organization and Business Operations	Note 1 — Organization and Business Operations Organization and General Forest Road Acquisition Corp. (the “Company”) was incorporated in Delaware on September 24, 2020. The Company was formed for the purpose of entering into 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 specific industry or sector for purposes of consummating a Business Combination, however, the Company intends to concentrate its efforts identifying businesses in the technology, media and telecommunications industry. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not yet commenced any operations. All activity through December 31, 2020, relates to the Company’s formation and the Initial Public Offering (“IPO”) described below. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. Financing The Company’s sponsor is Forest Road Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on November 24, 2020 (the “Effective Date”). On November 30, 2020, the Company consummated the IPO of 30,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), including the issuance of 3,900,000 Units as a result of the underwriters’ partial exercise of their over-allotment option. Each Unit consists of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant entitling its holder to purchase one share of Class A common stock at a price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $300,000,000 (Note 3). Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with the Sponsor of an aggregate of 5,333,333 warrants (“Private Placement Warrants”) to purchase Class A common stock, each at a price of $1.50 per Private Placement Warrant, generating total proceeds of $8,000,000 (Note 4). Transaction costs amounted to $16,979,438, consisting of $6,000,000 of underwriting discount, $10,500,000 of deferred underwriters’ fee and $479,438 of other offering costs. Trust Account Following the closing of the IPO on November 30, 2020, an amount of $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement was placed in a trust account (“Trust Account”) which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations, until the earlier of (a) the completion of the Company’s initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s certificate of incorporation, or (c) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the IPO, or November 30, 2020 (the “Combination Period”). Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the Company’s signing a definitive agreement in connection with its initial Business Combination. However, 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 an interest in the target business or assets sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). 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 either prior to or upon such consummation of a Business Combination 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 rules and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the 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 rules, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights (including redemption rights) or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the IPO, 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. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity As of December 31, 2020, the Company had cash outside the Trust Account of $1,183,830 available for working capital needs. All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem common stock. As of December 31, 2020, none of the amount in the Trust Account was available to be withdrawn as described above. Through December 31, 2020, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the founder shares, advances from the Sponsor in an aggregate amount of $141,881 and the remaining net proceeds from the IPO and the sale of Private Placement Units. The Company anticipates that the $1,183,830 outside of the Trust Account as of December 31, 2020, will be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 5) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating business combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the business combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial business combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial business combination in a timely manner. The Company’s ability to consummate an initial business combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn.

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
Significant Accounting Policies	Dec. 31, 2020
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Marketable Securities Held in Trust Account At December 31, 2020, the assets held in the Trust Account were money market funds. During the period September 24, 2020 (inception) to December 31, 2020, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. 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 Corporation limit of $250,000. At December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risk on such accounts. Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock 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, as of December 31, 2020, 28,551,416 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Income (loss) per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 10,666,667 of Class A common shares in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” The Company’s statements of operations include a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted for Class A redeemable common shares is calculated by dividing the interest income earned on the Trust Account totaling $0 for the period September 24, 2020 (inception) through December 31, 2020 by the weighted average number of Class A redeemable common shares outstanding since original issuance. Net loss per common share, basic and diluted for Class B non-redeemable common shares is calculated by dividing the net income, adjusted for income attributable to Class A redeemable common shares, by the weighted average number of Class B non-redeemable common shares outstanding for the period. Class B non-redeemable common shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. 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 September 24, 2020 (Inception) through December 31, 2020 Redeemable Class A common shares Numerator: Earnings allocable to Redeemable Class A common shares Interest income and realized gain from sale of treasury securities $ - Net earnings $ - Denominator: Weighted average redeemable Class A common shares Redeemable Class A common shares, basic and diluted 30,000,000 Earnings/basic and diluted redeemable Class A common shares $ 0.00 Non-redeemable Class B common shares Numerator: Net income minus redeemable net earnings Net income (loss) $ (531,394 ) Redeemable net earnings - Non-redeemable net loss $ (531,394 ) Denominator: weighted average non-redeemable Class B common shares Non-redeemable Class B common shares, basic and diluted 6,856,915 Loss/ Basic and diluted non-redeemable common shares $ (0.08 ) Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to stockholders’ equity upon the completion of the IPO. Accordingly, on December 31, 2020, offering costs totaling $16,979,438 have been charged to stockholders’ equity (consisting of $6,000,000 of underwriting fee, $10,500,000 of deferred underwriting fee and $479,438 of other offering costs). Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Quoted Significant Significant 2020 (Level 1) (Level 2) (Level 3) Description Assets: Money Market Funds held in Trust Account $ 300,000,000 $ 300,000,000 $ - $ - $ 300,000,000 $ 300,000,000 $ - $ - In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. There were no transfers between levels for the period from September 24, 2020 (inception) through December 31, 2020. 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. Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
Initial Public Offering	Dec. 31, 2020
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering On November 30, 2020, the Company sold 30,000,000 Units at a price of $10.00 per Unit, including the issuance of 3,900,000 Units as a result of the underwriters’ partial exercise of their over-allotment option. Each Unit consists of one share of Class A common stock, par value $0.0001 per share and one-third of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

Private Placement

Private Placement	3 Months Ended
Private Placement	Dec. 31, 2020
Private Placement Disclosure [Abstract]
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 5,333,333 Private Placement Warrants, at a price of $1.50 per unit, for an aggregate purchase price of $8,000,000. A portion of the proceeds from the Private Placement Warrants were added to the net proceeds from the IPO held in the Trust Account. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at $11.50 per share. A portion of the proceeds from the Private Placement Warrants will be added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	3 Months Ended
Related Party Transactions	Dec. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On September 29, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 7,187,500 shares of the Company’s Class B common stock (the “Founder Shares”). The Founder Shares included an aggregate of up to 937,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full. On November 24, 2020, as part of an upsizing of the IPO, the Sponsor was issued an additional 316,250 Founder Shares by the Company, resulting in a increase in the total number of shares of Class B common stock outstanding from 7,187,500 to 7,503,750 (of which 978,750 were subject to surrender for no consideration depending on the extent to which the underwriters exercised their over-allotment option). On November 30, 2020, the underwriters partially exercised their over-allotment option and forfeited the remaining over-allotment option; hence, 975,000 Founder Shares were no longer subject to forfeiture and 3,750 Founder Shares were forfeited, resulting in an aggregate of 7,500,000 Founder Shares outstanding at December 31, 2020. Promissory Note — Related Party The Sponsor had agreed to loan the Company an aggregate of up to $300,000 to be used for the payment of costs related to the IPO. The promissory note was non-interest bearing, unsecured and was due on the earlier of June 30, 2021 and the closing of the IPO. The Company had $141,881 in borrowings outstanding under the promissory note which was repaid in full out of the offering proceeds not held in the Trust Account. Administrative Service Fee The Company has agreed, commencing on the effective date of the IPO through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, administrative and support services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the period September 24, 2020 (inception) through December 31, 2020, the Company has paid $10,000 of administrative fees. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans, other than the interest on such proceeds that may be released for working capital purposes. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2020, no Working Capital Loans were outstanding.

Commitments & Contingencies

Commitments & Contingencies	3 Months Ended
Commitments & Contingencies	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	Note 6 — Commitments & Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the IPO requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short-form registration demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement On November 30, 2020, the underwriters were paid a cash underwriting fee of 2% of the gross proceeds of the IPO, totaling $6,000,000. In addition, $0.35 per unit, or approximately $10,500,000 in the aggregate, will be payable to the underwriters for deferred underwriting commissions. 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.

Stockholder_s Deficit

Stockholder’s Deficit	3 Months Ended
Stockholder’s Deficit	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
Stockholder’s Deficit	Note 7 — Stockholder’s Deficit Preferred Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Warrants — . Redemption of warrants for cash. Once the warrants become exercisable, the Company may call the warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of our initial business combination) for any 20 trading days within a 30-trading day period ending three business days before we send to the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company has not completed the initial 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

Income Tax

Income Tax	3 Months Ended
Income Tax	Dec. 31, 2020
Income Tax Disclosure [Abstract]
INCOME TAX	NOTE 8 — INCOME TAX The Company’s net deferred tax assets are as follows: December 31, Deferred tax asset Organizational costs/Startup expenses $ 100,224 Federal Net Operating loss 11,369 Total deferred tax asset 111,593 Valuation allowance (111,593 ) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: December 31, Federal Current $ — Deferred (111,593 ) State Current — Deferred — Change in valuation allowance (111,593 ) Income tax provision $ — The Company’s net operating loss carryforward as of December 31, 2020 amounted to $54,139 and will be available to offset future taxable income. These NOLs will be limited upon a change in control under IRC Section 382. 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 September 24, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $111,593. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Permanent Book/Tax Differences 0.0 % Change in valuation allowance -21.0 % Income tax provision — % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities, since inception.

Subsequent Events

Subsequent Events	3 Months Ended
Subsequent Events	Dec. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events Merger Agreement On February 9, 2021, Forest Road entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BB Merger Sub, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of Forest Road (“Beachbody Merger Sub”), MFH Merger Sub, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of Forest Road (“Myx Merger Sub”), The Beachbody Company Group, LLC, a Delaware limited liability company (“Beachbody”), and Myx Fitness Holdings, LLC, a Delaware limited liability company (“Myx”). Subscription Agreements On February 9, 2021, Forest Road and certain investors entered into subscription agreements (the “Subscription Agreements”) pursuant to which such investors have agreed to purchase in connection with the Closing an aggregate of 22.5 million shares of Class A common stock for a purchase price of $10.00 per share, for an aggregate purchase price of $225 million (together, the “PIPE Investment”). The obligations of each party to consummate the PIPE Investment are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Merger Agreement. The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, other than as described above, 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)	3 Months Ended
Accounting Policies, by Policy (Policies)	Dec. 31, 2020
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements of the Company is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows.
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At December 31, 2020, the assets held in the Trust Account were money market funds. During the period September 24, 2020 (inception) to December 31, 2020, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations.
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 Corporation limit of $250,000. At December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risk on such accounts.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock 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, as of December 31, 2020, 28,551,416 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Net Income (loss) per Common Share	Net Income (loss) per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 10,666,667 of Class A common shares in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” The Company’s statements of operations include a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted for Class A redeemable common shares is calculated by dividing the interest income earned on the Trust Account totaling $0 for the period September 24, 2020 (inception) through December 31, 2020 by the weighted average number of Class A redeemable common shares outstanding since original issuance. Net loss per common share, basic and diluted for Class B non-redeemable common shares is calculated by dividing the net income, adjusted for income attributable to Class A redeemable common shares, by the weighted average number of Class B non-redeemable common shares outstanding for the period. Class B non-redeemable common shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. 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 September 24, 2020 (Inception) through December 31, 2020 Redeemable Class A common shares Numerator: Earnings allocable to Redeemable Class A common shares Interest income and realized gain from sale of treasury securities $ - Net earnings $ - Denominator: Weighted average redeemable Class A common shares Redeemable Class A common shares, basic and diluted 30,000,000 Earnings/basic and diluted redeemable Class A common shares $ 0.00 Non-redeemable Class B common shares Numerator: Net income minus redeemable net earnings Net income (loss) $ (531,394 ) Redeemable net earnings - Non-redeemable net loss $ (531,394 ) Denominator: weighted average non-redeemable Class B common shares Non-redeemable Class B common shares, basic and diluted 6,856,915 Loss/ Basic and diluted non-redeemable common shares $ (0.08 )
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to stockholders’ equity upon the completion of the IPO. Accordingly, on December 31, 2020, offering costs totaling $16,979,438 have been charged to stockholders’ equity (consisting of $6,000,000 of underwriting fee, $10,500,000 of deferred underwriting fee and $479,438 of other offering costs).
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Quoted Significant Significant 2020 (Level 1) (Level 2) (Level 3) Description Assets: Money Market Funds held in Trust Account $ 300,000,000 $ 300,000,000 $ - $ - $ 300,000,000 $ 300,000,000 $ - $ - In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. There were no transfers between levels for the period from September 24, 2020 (inception) through December 31, 2020.
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.
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	3 Months Ended
Significant Accounting Policies (Tables)	Dec. 31, 2020
Accounting Policies [Abstract]
Schedule of basic and diluted net income (loss) per common share	For the period From September 24, 2020 (Inception) through December 31, 2020 Redeemable Class A common shares Numerator: Earnings allocable to Redeemable Class A common shares Interest income and realized gain from sale of treasury securities $ - Net earnings $ - Denominator: Weighted average redeemable Class A common shares Redeemable Class A common shares, basic and diluted 30,000,000 Earnings/basic and diluted redeemable Class A common shares $ 0.00 Non-redeemable Class B common shares Numerator: Net income minus redeemable net earnings Net income (loss) $ (531,394 ) Redeemable net earnings - Non-redeemable net loss $ (531,394 ) Denominator: weighted average non-redeemable Class B common shares Non-redeemable Class B common shares, basic and diluted 6,856,915 Loss/ Basic and diluted non-redeemable common shares $ (0.08 )
Schedule of assets measured at fair value on a recurring basis	December 31, Quoted Significant Significant 2020 (Level 1) (Level 2) (Level 3) Description Assets: Money Market Funds held in Trust Account $ 300,000,000 $ 300,000,000 $ - $ - $ 300,000,000 $ 300,000,000 $ - $ -

Income Tax (Tables)

Income Tax (Tables)	3 Months Ended
Income Tax (Tables)	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Schedule of net deferred tax liabilities	December 31, Deferred tax asset Organizational costs/Startup expenses $ 100,224 Federal Net Operating loss 11,369 Total deferred tax asset 111,593 Valuation allowance (111,593 ) Deferred tax asset, net of allowance $ —
Schedue of income tax provision	December 31, Federal Current $ — Deferred (111,593 ) State Current — Deferred — Change in valuation allowance (111,593 ) Income tax provision $ —
Schedule of reconciliation of federal income tax rate	Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Permanent Book/Tax Differences 0.0 % Change in valuation allowance -21.0 % Income tax provision — %

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)	Nov. 30, 2020	Dec. 31, 2020
Organization and Business Operations (Details) [Line Items]
Gross proceeds		$ 294,000,000
Total proceeds		8,000,000
Transaction costs		16,979,438
Underwriting discount		6,000,000
Deferred underwriting fees		10,500,000
Other offering costs		479,438
Sale of units		$ 300,000,000
Trust account, percentage		80.00%
Business combination acquires, percentage		50.00%
Business combination, description		(i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.
Net tangible assets		$ 5,000,001
Aggregate share, percentage		15.00%
business combination Redeem percentage		100.00%
Business transaction agreement, description		In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
Trust account		$ 1,183,830
Receipt from sale of founder shares		25,000
Remaining net Proceeds		141,881
Trust account value		$ 1,183,830
IPO [Member]
Organization and Business Operations (Details) [Line Items]
Stock price (in Dollars per share)		$ 10
Proposed public offering, per share (in Dollars per share)	$ 10	$ 1.50
Sale of units		$ 300,000,000
Class A Common Stock [Member]
Organization and Business Operations (Details) [Line Items]
Unit sold (in Shares)		30,000,000
Common stock par value (in Dollars per share)	0.0001
Stock price (in Dollars per share)	11.50
Proposed public offering, per share (in Dollars per share)	$ 10
Gross proceeds	$ 300,000,000
Share issued price (in Dollars per share)		$ 1.50
Sale of units		$ 3,000
Class A Common Stock [Member] \| IPO [Member]
Organization and Business Operations (Details) [Line Items]
Unit sold (in Shares)	30,000,000
Class A Common Stock [Member] \| Over-Allotment Option
Organization and Business Operations (Details) [Line Items]
Unit sold (in Shares)	3,900,000
Class A Common Stock [Member] \| Private Placement Warrants [Member]
Organization and Business Operations (Details) [Line Items]
Aggregate warrant (in Shares)		5,333,333
Share issued price (in Dollars per share)		$ 11.50
Total proceeds		$ 8,000,000

Significant Accounting Polici_3

Significant Accounting Policies (Details)	3 Months Ended
Significant Accounting Policies (Details)	Dec. 31, 2020USD ($)shares
Accounting Policies [Abstract]
Federal depository insurance coverage amount	$ 250,000
stock subject to possible redemption (in Shares) \| shares	28,551,416
Purchase shares of common stock (in Shares) \| shares	10,666,667
Trust Account	$ 0
Offering Cost total	16,979,438
Underwriting fees	6,000,000
Deferred underwriting fees	10,500,000
Other offering cost	$ 479,438

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share	3 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share [Line Items]
Net earnings
Redeemable Class A common shares, basic and diluted (in Shares) \| shares	30,000,000
Earnings/basic and diluted redeemable Class A common shares (in Dollars per share) \| $ / shares	$ 0
Net income (loss)	$ (531,394)
Redeemable Class A common shares [Member]
Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share [Line Items]
Interest income and realized gain from sale of treasury securities
Non-redeemable Class B common shares [Member]
Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share [Line Items]
Net income (loss)	(531,394)
Redeemable net earnings
Non-redeemable net loss	$ (531,394)
Non-redeemable Class B common shares, basic and diluted (in Shares) \| shares	6,856,915
Loss/ Basic and diluted non-redeemable common shares (in Dollars per share) \| $ / shares	$ (0.08)

Significant Accounting Polici_5

Significant Accounting Policies (Details) - Schedule of assets measured at fair value on a recurring basis	Dec. 31, 2020USD ($)
Significant Accounting Policies (Details) - Schedule of assets measured at fair value on a recurring basis [Line Items]
Money Market Funds held in Trust Account	$ 300,000,000
Total	300,000,000
Quoted Prices in Active Markets (Level 1)
Significant Accounting Policies (Details) - Schedule of assets measured at fair value on a recurring basis [Line Items]
Money Market Funds held in Trust Account	300,000,000
Total	300,000,000
Significant Other Observable Inputs (Level 2)
Significant Accounting Policies (Details) - Schedule of assets measured at fair value on a recurring basis [Line Items]
Money Market Funds held in Trust Account
Total
Significant Other Unobservable Inputs (Level 3)
Significant Accounting Policies (Details) - Schedule of assets measured at fair value on a recurring basis [Line Items]
Money Market Funds held in Trust Account
Total

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares	Nov. 30, 2020	Dec. 31, 2020
Initial Public Offering (Details) [Line Items]
Sale of units (in Shares)	30,000,000
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Price per unit	$ 10	$ 1.50
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sale of units (in Shares)	3,900,000
Class A Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Price per unit	$ 10
Common stock par value	0.0001
Stock price	$ 11.50

Private Placement (Details)

Private Placement (Details) - USD ($)	Nov. 30, 2020	Dec. 31, 2020
Private Placement [Member]
Private Placement (Details) [Line Items]
Purchase price (in Shares)		5,333,333
Initial Public Offering [Member]
Private Placement (Details) [Line Items]
Price per unit	$ 10	$ 1.50
Over-Allotment Option [Member]
Private Placement (Details) [Line Items]
Purchase price (in Shares)	3,900,000
Aggregate purchase price (in Dollars)		$ 8,000,000
Class A Common Stock [Member] \| Private Placement [Member]
Private Placement (Details) [Line Items]
Common stock price per share		$ 11.50

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Nov. 30, 2020	Sep. 29, 2020	Dec. 31, 2020	Nov. 24, 2020
Related Party Transactions (Details) [Line Items]
Shares consideration	30,000,000
Payment of costs (in Dollars)			$ 300,000
Borrowings outstanding (in Dollars)			141,881
Office and administrative fees (in Dollars)			10,000
Working Capital Loans (in Dollars)			$ 1,500,000
Price per warrant (in Dollars per share)			$ 1.50
Office Building [Member]
Related Party Transactions (Details) [Line Items]
Affiliate monthly fee (in Dollars)			$ 10,000
Underwriters [Member]
Related Party Transactions (Details) [Line Items]
Shares subject to surrender for no consideration	978,750
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Amount of sponsor paid (in Dollars)		$ 25,000
Shares consideration		7,187,500
Aggregate shares subject to forfeiture		937,500
Additional shares issued				316,250
Shares no longer subject to forfeiture	975,000
Shares forfeited	3,750
Founder Shares outstanding	7,500,000
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Common stock, shares outstanding			7,500,000
Shares forfeited			3,750
Class B Common Stock [Member] \| Minimum [Member]
Related Party Transactions (Details) [Line Items]
Common stock, shares outstanding				7,187,500
Class B Common Stock [Member] \| Maximum [Member]
Related Party Transactions (Details) [Line Items]
Common stock, shares outstanding				7,503,750

Commitments & Contingencies (De

Commitments & Contingencies (Details) - USD ($)	Nov. 30, 2020	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Cash underwriting fee percentage	2.00%
Gross proceeds	$ 6,000,000
Underwriting agreement, description		In addition, $0.35 per unit, or approximately $10,500,000 in the aggregate, will be payable to the underwriters for deferred underwriting commissions. 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.

Stockholder_s Deficit (Details)

Stockholder’s Deficit (Details)	3 Months Ended
Stockholder’s Deficit (Details)	Dec. 31, 2020$ / sharesshares
Stockholder’s Deficit (Details) [Line Items]
Preferred stock, shares authorized	1,000,000
Preferred stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Warrants outstanding	15,333,333
Warrants redemption, description	Redemption of warrants for cash. Once the warrants become exercisable, the Company may call the warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of our initial business combination) for any 20 trading days within a 30-trading day period ending three business days before we send to the notice of redemption to the warrant holders.
Class A Common Stock [Member]
Stockholder’s Deficit (Details) [Line Items]
Common stock, shares authorized	300,000,000
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock, shares issued	1,448,584
Common stock, shares outstanding	1,448,584
Shares subject to possible redemption	28,551,416
Conversion basis percentage	20.00%
Class B Common Stock [Member]
Stockholder’s Deficit (Details) [Line Items]
Common stock, shares authorized	20,000,000
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock, shares issued	7,500,000
Common stock, shares outstanding	7,500,000

Income Tax (Details)

Income Tax (Details)	3 Months Ended
Income Tax (Details)	Dec. 31, 2020USD ($)
Income Tax Disclosure [Abstract]
Net operating loss carryforward	$ 54,139
Change in the valuation allowance	$ 111,593

Income Tax (Details) - Schedule

Income Tax (Details) - Schedule of net deferred tax liabilities	Dec. 31, 2020USD ($)
Schedule of net deferred tax liabilities [Abstract]
Organizational costs/Startup expenses	$ 100,224
Federal Net Operating loss	11,369
Total deferred tax asset	111,593
Valuation allowance	(111,593)
Deferred tax asset, net of allowance

Income Tax (Details) - Schedu_2

Income Tax (Details) - Schedule of income tax provision	3 Months Ended
Income Tax (Details) - Schedule of income tax provision	Dec. 31, 2020USD ($)
Schedule of income tax provision [Abstract]
Current
Deferred	(111,593)
Current
Deferred
Change in valuation allowance	(111,593)
Income tax provision

Income Tax (Details) - Schedu_3

Income Tax (Details) - Schedule of reconciliation of federal income tax rate	3 Months Ended
	Dec. 31, 2020
Schedule of reconciliation of federal income tax rate [Abstract]
Statutory federal income tax rate	21.00%
State taxes, net of federal tax benefit	0.00%
Permanent Book/Tax Differences	0.00%
Change in valuation allowance	(21.00%)
Income tax provision

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member] $ / shares in Units, shares in Millions, $ in Millions	Feb. 09, 2021USD ($)$ / sharesshares
Subsequent Events (Details) [Line Items]
Agreed to purchase shares \| shares	22.5
Agreed to purchase price per share \| $ / shares	$ 10
Agreed to purchase price \| $	$ 225