0001213900-21-025423 | 10-K/A | XBRL Viewer

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Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2020	Feb. 22, 2021	Jun. 30, 2020
Document Information Line Items
Entity Registrant Name	Capitol Investment Corp. V
Document Type	10-K/A
Current Fiscal Year End Date	--12-31
Entity Public Float			$ 0
Amendment Flag	true
Amendment Description	Capitol Investment Corp. V (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to amend and restate certain items in its Annual Report on Form 10-K as of and for the year ended December 31, 2020 (the “Relevant Period”), originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 1, 2021 (the “Original 10-K”).
Entity Central Index Key	0001722438
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
Entity File Number	001-39754
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		34,500,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		8,625,000

Balance Sheets - USD ($)

Dec. 31, 2020

Dec. 31, 2019

Current Assets

Cash

$ 632,387

$ 26,794

Prepaid expenses

695,350

Total Current Assets

1,327,737

26,794

Deferred offering costs

138,999

Marketable securities held in Trust Account

345,012,580

TOTAL ASSETS

346,340,317

165,793

Current Liabilities

Accounts payable and accrued expenses

115,461

1,935

Promissory note – related party

150,000

Total Current Liabilities

115,461

151,935

Deferred underwriting payable

12,075,000

Warrant liabilities

30,680,000

Total Liabilities

42,870,461

151,935

Commitments and contingencies

Temporary Equity

Class A common stock subject to possible redemption 29,846,985 shares at redemption value

298,469,850

Permanent Equity

Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding

Additional paid-in capital

13,654,828

24,137

Accumulated deficit

(8,656,150)

(11,142)

Total Permanent Equity

5,000,006

13,858

TOTAL LIABILITIES, TEMPORARY EQUITY AND PERMANENT EQUITY

346,340,317

165,793

Class A Common Stock

Permanent Equity

Common stock value

465

Total Permanent Equity

465

Class B Common Stock

Permanent Equity

Common stock value

863

Total Permanent Equity

^[1]

$ 863

[1]	As of December 31, 2019, this number included an aggregate of up to 1,125,000 shares that are subject to forfeiture if the over-allotment option was not exercised by the underwriters in full.

Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2020	Dec. 31, 2019
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock subject to possible redemption shares	29,846,985
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock,shares authorized	400,000,000	400,000,000
Common stock, shares issued	4,653,015
Common stock,shares outstanding	4,653,015
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock,shares authorized	50,000,000	50,000,000
Common stock, shares issued	8,625,000	8,625,000
Common stock,shares outstanding	8,625,000	8,625,000

Statements of Operations - USD ($)

12 Months Ended

Dec. 31, 2020

Dec. 31, 2019

Statement of Financial Position [Abstract]

Formation, transaction and operating costs

$ 1,030,921

$ 3,769

Loss from operations

(1,030,921)

(3,769)

Other income (expense):

Interest earned on marketable securities held in Trust Account

14,781

Change in fair value of warrant liabilities

(7,626,667)

Unrealized loss on marketable securities held in Trust Account

(2,201)

Other income (expense), net

(7,614,087)

Net loss

$ (8,645,008)

$ (3,769)

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption (in Shares)

29,846,985

Basic and diluted net loss per share, Class A common stock s subject to possible redemption (in Dollars per share)

$ 0.00

Basic and diluted weighted average shares, non-redeemable common stock (in Shares)

7,868,993

7,500,000

Basic and diluted net loss per share, non-redeemable common stock (in Dollars per share)

^[1]

$ (1.10)

$ 0.00

[1]	Excludes income of $10,883 attributable to common stock subject to possible redemption for the year ended December 31, 2020 (see Note 2).

Statements of Changes in Temporary Equity and Permanent Equity - USD ($)

Class A Common Stock

Class B Common Stock

^[1]

Additional Paid-in Capital

Accumulated Deficit

Temporary Equity

Total

Balance at Dec. 31, 2018

$ 863

$ 24,137

$ (7,373)

$ 17,627

Balance (in Shares) at Dec. 31, 2018

8,625,000

Net loss

(3,769)

Balance at Dec. 31, 2019

$ 863

24,137

(11,142)

13,858

Balance (in Shares) at Dec. 31, 2019

8,625,000

Sale of 34,500,000 Units, net of underwriting discounts

$ 3,450

311,105,889

311,109,339

Sale of 34,500,000 Units, net of underwriting discounts (in Shares)

34,500,000

Excess of purchase price paid over fair value of private placement warrants

991,667

Class A common stock subject to possible redemption

$ (2,985)

(298,466,865)

$ 298,469,850

(298,469,850)

Class A common stock subject to possible redemption (in Shares)

(29,846,985)

29,846,985

Net loss

(8,645,008)

Balance at Dec. 31, 2020

$ 465

$ 863

$ 13,654,828

$ (8,656,150)

$ 298,469,850

$ 5,000,006

Balance (in Shares) at Dec. 31, 2020

4,653,015

8,625,000

29,846,985

[1]	As of December 31, 2019, this number included an aggregate of up to 1,125,000 shares that are subject to forfeiture if the over-allotment option was not exercised by the underwriters in full.

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References + Details

Statements of Changes in Temporary Equity and Permanent Equity (Parentheticals)	12 Months Ended
	Dec. 31, 2020 shares
Class A Common Stock
Sale of units, net of underwriting discounts	34,500,000

Statements of Cash Flows - USD ($)	12 Months Ended
Statements of Cash Flows - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Cash Flows from Operating Activities:
Net loss	$ (8,645,008)	$ (3,769)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(14,781)
Change in fair value of warrant liabilities	7,626,667
Transaction costs allocable to warrant liabilities	873,424
Unrealized loss on marketable securities held in Trust Account	2,201
Changes in operating assets and liabilities:
Prepaid expenses	(695,350)
Accounts payable and accrued expenses	113,526	1,935
Net cash used in operating activities	(739,321)	(1,834)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(345,000,000)
Net cash used in investing activities	(345,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	338,100,000
Proceeds from sale of Founders’ Warrants	8,750,000
Proceeds from promissory notes – related party	100,000
Repayment of promissory notes – related party	(250,000)
Payment of offering costs	(355,086)	(64,176)
Net cash provided by (used in) financing activities	346,344,914	(64,176)
Net Change in Cash	605,593	(66,010)
Cash – Beginning	26,794	92,804
Cash – Ending	632,387	26,794
Non-cash investing and financing activities:
Initial classification of Class A common stock subject to redemption	306,230,947
Change in value of Class A common stock subject to possible redemption	(7,761,097)
Deferred underwriting fee payable	12,075,000
Initial measurement of warrants issued in connection with initial public offering accounted for as liabilities	$ 23,053,333

Description of Organization and Business Operations

12 Months Ended

Dec. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Capitol Investment Corp. V (the “Company”) was originally incorporated in the Cayman Islands on May 1, 2017 as a blank check company. In May 2019, the Company was redomesticated from the Cayman Islands to the state of Delaware. The Company’s objective is to acquire, through a merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities (a “Business Combination”).

As of December 31, 2020, the Company had not commenced any operations. All activity through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on December 1, 2020. On December 4, 2020, the Company consummated the Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 4,500,000 Units, at $10.00 per Unit, generating gross proceeds of $345,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,833,333 warrants (each, a “Founders’ Warrant” and, collectively, the “Founders’ Warrants”) at a price of $1.50 per Founders’ Warrant in a private placement to Capitol Acquisition Management V LLC, which is controlled by Mark D. Ein, the Company’s Chief Executive officer and chairman of the board of directors, and Capitol Acquisition Founder V LLC, which is controlled by L. Dyson Dryden, the President and Chief Financial Officer and a member of the board of directors (the “Sponsors”), and the independent directors, generating gross proceeds of $8,750,000, which is described in Note 4.

Transaction costs amounted to $19,469,085, consisting of $6,900,000 of underwriting fees, $12,075,000 of deferred underwriting fees and $494,085 of other offering costs.

Following the closing of the Initial Public Offering on December 4, 2020, an amount of $345,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Founders’ Warrants was placed in a trust account (the “Trust Account”), and may be invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act until the earlier of (i) the consummation of the Company’s first Business Combination and (ii) the Company’s failure to consummate a Business Combination within the prescribed time.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Founders’ 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.

Placing funds in the Trust Account may not protect those funds from third-party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. The Sponsors have agreed that they will be liable jointly and severally to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, there can be no assurance that they will be able to satisfy those obligations should they arise. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. In addition, interest income on the funds held in the Trust Account can be released to the Company to pay the Company’s tax obligations.

In connection with any proposed initial Business Combination, the Company will either (1) seek stockholder approval of such initial Business Combination at a meeting called for such purpose or (2) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote), in each case where stockholders may seek to convert their Public Shares into their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid. If the Company determines to engage in a tender offer, such tender offer will be structured so that each stockholder may tender any or all of his, her or its Public Shares rather than some pro rata portion of his, her or its shares. In that case, the Company will file tender offer documents with the U.S. Securities and Exchange Commission (the “SEC”) which will contain substantially the same financial and other information about the initial Business Combination as is required under the SEC’s proxy rules. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or will allow stockholders to sell their shares to it in a tender offer will be made by the Company based on a variety of factors such as the timing of the transaction or whether the terms of the transaction would otherwise require it to seek stockholder approval. Notwithstanding the foregoing, if the Company seeks stockholder approval of an initial Business Combination, a public stockholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) will be restricted from seeking redemption rights with respect to 20% or more of the Public Shares without the Company’s prior written consent. The Company will proceed with a Business Combination only if it has net tangible assets of at least $5,000,001 immediately prior to or upon consummation of the Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding common stock of the Company voted are voted in favor of the Business Combination. In connection with any stockholder vote required to approve any Business Combination, the Sponsors and any other initial stockholders of the Company (collectively, the “Initial Stockholders”) will agree (i) to vote any of their respective shares in favor of the initial Business Combination and (ii) not to convert any of their respective shares (or sell their shares to the Company in any related tender offer). Holders of warrants sold as part of the Units will not be entitled to vote on the proposed Business Combination and will have no conversion or liquidation rights with respect to their common stock underlying such warrants.

The Company’s certificate of incorporation was amended prior to the Initial Public Offering to provide that the Company will continue in existence only until December 4, 2022 or during any extended time that the Company has to consummate a Business Combination beyond December 4, 2022 as a result of a stockholder vote to amend its amended and restated certificate of incorporation. If the Company has not completed a Business Combination by such date, the Company will (i) cease all operations except for the purpose of winding down, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to the Company but net of taxes payable and up to $100,000 of interest to pay dissolution expenses, divided by the number of then-outstanding Public Shares, which redemption will completely extinguish the rights of public stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In the event of a liquidation, the Public Stockholders will be entitled to receive a full pro rata interest in the Trust Account (initially anticipated to be approximately $10.00 per share, plus any pro rata interest earned on the Trust Fund not previously released to the Company net of taxes payable).

Liquidity

As of December 31, 2020, the Company had $632,387 in its operating bank accounts, $345,012,580 in marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem stock in connection therewith, and working capital of $1,230,730, which excludes franchise and income taxes payable of $18,454, as such amounts may be paid from interest earned on the Trust Account. As of December 31, 2020, approximately $12,600 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. Through December 31, 2020, the Company had not withdrawn any amounts from the Trust Account to pay any tax obligations.

In February 2021, the Sponsors and the independent directors collectively committed to provide the Company an aggregate of $970,000 in loans. The loans, if issued, as well as any future loans that may be made by the Company’s officers and directors (or their affiliates), will be evidenced by notes and would either be repaid upon the consummation of a Business Combination or up to $2,000,000 of the notes may be converted into warrants at a price of $1.50 per warrant at the option of the lender.

The Company may raise additional capital through loans or additional investments from the Sponsors or its stockholders, officers, directors, or third parties. The Company’s officers and directors and the Sponsors may, but are not obligated to (except as described above), loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.

Based on the foregoing, the Company believes it will have sufficient cash to meet its needs through the earlier of consummation of a Business Combination or March 1, 2022.

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 the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Restatement of Previously Issued Financial Statements

12 Months Ended

Dec. 31, 2020

Condensed Financial Information Disclosure [Abstract]

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement, dated as of December 1, 2020, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”). As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 11,500,000 redeemable warrants (the “Public Warrants”) that were included in the units issued by the Company in its initial public offering (the “IPO”) and (ii) the 5,833,333 redeemable warrants that were issued to the Company’s sponsor in a private placement that closed concurrently with the closing of the IPO (the “Private Placement Warrants” and, together with the Public Warrants, the “Warrants”, which are discussed in Note 4, Note 5, Note 8 and Note 10). The Company previously accounted for the Warrants as components of equity.

The guidance in Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity, addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Upon further evaluation of the terms of the Warrants, management concluded that the Warrants should be accounted for as a derivative liability. The warrant agreement includes a provision (the “Replacement of Securities Upon Reorganization”) the application of which could result in a different settlement value for the Warrants depending on their holder. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Company’s common stock, as noted in ASC 815-40-15, the Warrants could not be considered “indexed to the Company’s own stock.” In addition, the provision provides that in the event of a tender or exchange offer accepted by holders of more than 50% of the outstanding shares of the Company’s common stock, all holders of the Warrants (both public warrants and private placement warrants) would be entitled to receive cash for their Warrants. In other words, in the event of a qualifying cash tender offer (which could be outside of the Company’s control), all Warrant holders would be entitled to cash, while only certain holders of the Company’s common stock would be entitled to cash. Thus, these provisions preclude the Company from classifying the Warrants in stockholders’ equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the Statement of Operations in the period of change.

The Company’s management and the audit committee of the Company’s Board of Directors concluded that it is appropriate to restate the Company’s previously issued audited financial statements as of December 31, 2020 and for the year ended December 31, 2020, as previously reported in its Form 10-K. The restated classification and reported values of the Warrants as accounted for under ASC 815-40 are included in the financial statements herein.

Additionally, the Company revised the Statement of Changes in Stockholders’ Equity to present temporary equity separate from permanent equity, which allows for better alignment to the Balance Sheet presentation. Accordingly, the Company revised the financial statement name to Statement of Changes in Temporary Equity and Permanent Equity to reflect this presentation change.

The following tables summarize the effect of the restatement on each financial statement line item as of the dates and for the period indicated:

	As Previously Reported			Adjustment			As Restated
Balance Sheet as of December 4, 2020
Warrant liabilities	$	—		$	23,053,333		$	23,053,333
Total liabilities		12,075,000			23,053,333			35,128,333
Class A common stock subject to possible redemption		329,284,280			(23,053,333	)		306,230,947
Class A common stock		157			231			388
Additional paid-in capital		5,020,615			873,193			5,893,808
Accumulated deficit	$	(21,628	)	$	(873,424	)	$	(895,052	)

Balance Sheet as of December 31, 2020
Warrant liabilities	$	—		$	30,680,000		$	30,680,000
Total liabilities		12,190,461			30,680,000			42,870,461
Class A common stock subject to possible redemption		329,149,850			(30,680,000	)		298,469,850
Class A common stock		159			306			465
Additional paid-in capital		5,155,043			8,499,785			13,654,828
Accumulated deficit	$	(156,059	)	$	(8,500,091	)	$	(8,656,150	)

Statement of Operations for the Year ended December 31, 2020
Formation and operational costs	$	157,497		$	873,424		$	1,030,921
Change in fair value of warrant liabilities		—			(7,626,667	)		(7,626,667	)
Other income (expense), net		12,580			(7,626,667	)		(7,614,087	)
Net loss	$	(144,917	)	$	(8,500,091	)	$	(8,645,008	)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		32,914,985			(3,068,000	)		29,846,985
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		7,698,927			170,066			7,868,993
Basic and diluted net loss per share, Non-redeemable common stock	$	(0.02	)	$	(1.08	)	$	(1.10	)

Statement of Changes in Temporary Equity and Permanent Equity for the Year ended December 31, 2020
Sale of 34,500,000 Units, net of underwriting discounts – Additional Paid in Capital	$	325,527,465		$	(14,421,576	)	$	311,105,889
Sale of 5,833,333 private placement warrants – Additional Paid in Capital		8,750,000			(8,750,000	)		—
Excess of purchase price paid over fair value of private placement warrants – Additional Paid in Capital		—			991,667			991,667
Statement of Cash Flows for the year ended December 31, 2020
Cash Flows from Operating Activities:
Net Loss	$	(144,917	)	$	(8,500,091	)	$	(8,645,008	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liabilities		—			7,626,667			7,626,667
Transaction costs allocable to warrant liabilities		—			873,424			873,424
Non-Cash Investing and Financing Activities
Initial classification of Class A common stock subject to redemption	$	329,284,280		$	(23,053,333	)	$	306,230,947
Change in value of Class A common stock subject to redemption		(134,430	)		(7,626,667	)		(7,761,097	)
Initial measurement of warrants issued in connection with the initial Public Offering accounted for as liabilities		—			23,053,333			23,053,333

Summary of Significant Accounting Policies

12 Months Ended

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 conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Additionally, the Company is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. The Company will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of its Class A common stock held by non-affiliates exceeds $250 million as of the end of that fiscal year’s second fiscal quarter, or (2) the Company’s annual revenues exceeded $100 million during such completed fiscal year and the market value of its Class A common stock held by non-affiliates exceeds $700 million as of the end of that fiscal year’s second fiscal quarter.

Use of Estimates

The preparation of 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.

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 Bills.

Warrant Liabilities

The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 4, Note 5, Note 8 and Note 10) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Statement of Operations in the period of change.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that 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 Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Components of Equity

Upon the IPO, the Company issued Class A common stock and Warrants. The Company allocated the proceeds received from the issuance using the with-and-without method. Under that method, the Company first allocated the proceeds to the Public Warrants based on their initial fair value measurement of $15,295,000 and then allocated the remaining proceeds, net of underwriting discounts and offering costs of $19,469,085, to the Class A common stock. A portion of the 34,500,000 Class A common stocks are presented within temporary equity, as certain shares are subject to redemption upon the occurrence of events not solely within the Company’s control. Similarly, the Company first allocated the proceeds of the Private Placement Warrants based on their initial fair value measurement of $7,758,333 and then allocated the remaining proceeds of $991,667 to the Class A common stock as additional paid in capital.

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.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. 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 Loss per Common Share

Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at December 31, 2020, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 17,333,333 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants into shares of common stock is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net loss per common share is the same as basic net loss per common share for the period presented.

The Company’s Statement of Operations includes a presentation of loss per share for common shares subject to possible redemption in a manner similar to the two-class method of loss per share. Net loss per common share, basic and diluted, for common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of common stock subject to possible redemption outstanding since the original issuance.

Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable Class A common stock as these shares do not have any redemption features. Shares of non-redeemable common stocks participate in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest.

The following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts):

	For the Year ended December 31, 2020
Class A common stock subject to possible redemption
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	10,883
Net income allocable to Class A common stock subject to possible redemption	$	10,883
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding		29,846,985
Basic and diluted net income per share	$	0.00
Non-Redeemable Common Stock
Numerator: Earnings allocable to non-redeemable common stock
Net loss	$	(8,645,008	)
Less: Net income allocable to Class A common stock subject to possible redemption		(10,883	)
Non-redeemable net loss	$	(8,655,891	)
Denominator: Weighted Average Non-redeemable common stock
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		7,868,993
Basic and diluted net loss per share, Non-redeemable common stock	$	(1.10	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The Company follows the guidance in ASC Topic 820, “Fair Value Measurement”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

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.

See Note 10 for additional information on assets and liabilities measured at fair value.

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

12 Months Ended

Dec. 31, 2020

Initial Public Offering [Abstract]

INITIAL PUBLIC OFFERING

NOTE 4 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 34,500,000 Units, which included a full exercise by the underwriters of their over-allotment option in the amount of 4,500,000 Units, at a purchase price of $10.00 per unit. Each unit consists of one share of Class A common stock in the Company and one third of one redeemable warrant (the “Warrants”). Each whole Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Stockholders or their respective affiliates, without taking into account any founder shares held by the Initial Stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions) and (z) the volume-weighted average trading price of the Class A common stock during the ten-trading day period starting on the trading day after the day on which the Company consummated the initial business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Warrants are exercisable commencing on the later of 30 days after the Company’s completion of a Business Combination and 12 months from the closing of the Initial Public Offering and expire five years from the completion of a Business Combination. Only whole Warrants are exercisable. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade.

Redemption of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $18.00. 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 last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities as described above) for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the Warrant holders.

The Company will not redeem the Warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon a cashless exercise of the Warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the Warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act.

Redemption of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $10.00. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants:

	●	in whole and not in part;

	●	at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their Warrants prior to redemption and receive a number of shares based on the redemption date and the “fair market value” of Class A common stock except as otherwise described below;

	●	if, and only if, the last reported sale price of Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities as described above) on the trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders; and

	●	if, and only if, the last reported sale price of Class A common stock is less than $18.00 per share (as adjusted for stock for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities), the Founders’ Warrants are also concurrently called for redemption on the same terms as the outstanding Warrants, as described above.

The “fair market value” of Class A common stock will mean the volume-weighted average price of the Class A common stock for the ten trading days immediately following the date on which the notice of redemption is sent to the holders of Warrants. In no event will the Warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per Warrant (subject to adjustment).

In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination 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.

Private Placement

12 Months Ended

Dec. 31, 2020

Private Placement [Abstract]

PRIVATE PLACEMENT

NOTE 5 — PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Company’s Sponsors and independent directors purchased 5,833,333 Founders’ Warrants at $1.50 per warrant (for an aggregate purchase price of $8,750,000) from the Company. $6,900,000 of the proceeds received from the Founders’ Warrants purchases were placed in the Trust Account. The Founders’ Warrants are identical to the Warrants included in the Units sold in the Initial Public Offering, except that the Founders’ Warrants: (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, so long as they are held by the initial purchasers or any of their permitted transferees. Additionally, the holders of the Founders’ Warrants have agreed not to transfer, assign or sell any of the Founders’ Warrants, including the shares of common stock issuable upon exercise of the Founders’ Warrants (except to certain permitted transferees), until 30 days after the completion of the Company’s initial Business Combination.

Related Party Transactions

12 Months Ended

Dec. 31, 2020

RELATED PARTY TRANSACTIONS

NOTE 6 — RELATED PARTY TRANSACTIONS

Administrative Services Agreement

The Company presently occupies office space provided by two affiliates of the Company’s executive officers. Such affiliates have agreed that, until the Company consummates a Business Combination, they will make such office space, as well as certain office and secretarial services, available to the Company, as may be required by the Company from time to time. The Company agreed, commencing on December 1, 2020, to pay such affiliates an aggregate of up to $20,000 per month for such services. For the year ended December 31, 2020, the Company incurred $20,000 in fees for these services, of which is included in accounts payable and accrued expenses in the accompanying balance sheets.

Promissory Notes — Related Party

The Company issued an aggregate of $150,000 principal amount unsecured promissory notes to the Sponsors on October 20, 2017, as amended on February 21, 2020. On February 21, 2020, the Company issued an aggregate of $50,000 principal amount unsecured promissory notes to the Sponsors, of which $50,000 was funded on such date. On November 3, 2020, the Company amended and restated the October 20, 2017 promissory notes and the February 21, 2020 promissory notes, and issued an additional aggregate of $50,000 principal amount unsecured promissory notes to the Sponsors, for a total of $250,000 aggregate principal amount of promissory notes (the “Promissory Notes”). The Promissory Notes are non-interest bearing and payable on the earliest to occur of (i) October 20, 2021, (ii) the consummation of the Initial Public Offering and (iii) the abandonment of the Initial Public Offering. The outstanding balance under the Promissory Notes of $250,000 was repaid at the closing of the Initial Public Offering on December 4, 2020.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 7 — COMMITMENTS AND CONTINGENCIES

Registration Rights

Pursuant to a registration rights agreement entered into on December 1, 2020, the holders of the shares of Class B common stock, Founders’ Warrants and any warrants that may be issued upon conversion of working capital loans (and any shares of Class A common stock issuable upon the exercise of the Founders’ Warrants and warrants that may be issued upon conversion of working capital loans) will be entitled to registration rights. The holders of these securities will be entitled to make up to three demands, excluding short form 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 an initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain 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.

Contingent Fee Arrangement

The Company has entered into a fee arrangement with a service provider pursuant to which certain fees incurred by the Company will be deferred and become payable only if the Company consummates a Business Combination. If a Business Combination does not occur, the Company will not be required to pay these contingent fees. As of December 31, 2020, the amount of these contingent fees was approximately $404,000. There can be no assurances that the Company will complete a Business Combination.

Related Party Loans

In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, the Company’s Sponsors, officers and directors or their respective affiliates may, but are not obligated to, loan the Company funds as may be required on a non-interest bearing basis. If the Company completes its initial Business Combination, the Company would repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $2,000,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Founders’ Warrants.

Underwriting Agreement

The underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Initial Public Offering or an aggregate of $12,075,000, which were placed in the Trust Account.

Consulting Agreements

In December 2020, subsequent to the consummation of the Initial Public Offering, the Company entered into three consulting arrangements for services to help identify and introduce the Company to potential targets and provide assistance with due diligence, deal structuring, documentation and obtaining shareholder approval for an initial Business Combination. These agreements provide for an aggregate monthly fee of $62,500 and aggregate success fees of $1,100,000 payable upon the consummation of an initial Business Combination. The accrual amount under these agreements was approximately $38,300 as of December 31, 2020.

Permanent Equity and Temporary Equity

12 Months Ended

Dec. 31, 2020

Stockholders' Equity Note [Abstract]

PERMANENT EQUITY AND TEMPORARY EQUITY

NOTE 8 — PERMANENT EQUITY AND TEMPORARY EQUITY

Preferred Stock

The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2020, there were no shares of preferred stock issued or outstanding.

Common Stock

The Company is authorized to issue 400,000,000 shares of Class A common stock and 50,000,000 shares of Class B common stock, both with a par value of $0.0001 per share.

In connection with the organization of the Company, in May 2017, a total of 8,625,000 shares of Class B common stock were sold to the Sponsors at a price of approximately $0.003 per share, or $25,000, after giving retroactive effect to the dividend of approximately 0.17 shares for each share of Class B common stock outstanding in October 2017, the dividend of one share for each share of Class B common stock outstanding effectuated by the Company in May 2019. On November 3, 2020, the Company effected an approximately 0.8571-for-1 reverse stock split with respect to its Class B common stock, resulting in the Sponsors holding an aggregate of 8,625,000 founder shares. All share and per share amounts have been retroactively restated to reflect the stock dividends and the reverse stock split. This number included an aggregate of 1,125,000 shares of Class B common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriters. As a result of the underwriters’ election to fully exercise their over-allotment option, a total of 1,125,000 founder shares are no longer subject to forfeiture.

The holders of the founder shares have agreed that the founder shares will not be transferred, assigned or sold until one year after the date of the consummation of an initial Business Combination or earlier if, subsequent to an initial Business Combination, (i) the last sales price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (ii) the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property.

The Class B common stock will automatically convert into Class A common stock on the first business day following the consummation of the Company’s initial 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 convertible or exercisable for shares of Class A common stock, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of an initial Business Combination, the ratio at which the Class B common stock will convert into Class A common stock will be adjusted so that the number of shares of Class A common stock issuable upon conversion of such Class B common stock will equal, in the aggregate, 20% of the sum of the shares of common stock outstanding upon the completion of the Initial Public Offering plus the number of shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (net of redemptions), excluding any shares of Class A common stock or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any Founders’ Warrants.

As of December 31, 2020, there was 4,653,015 shares of Class A common stock issued and outstanding, excluding 29,846,985 shares of Class A common stock subject to possible redemption. As of December 31, 2020, and 2019, there was 8,625,000 shares of Class B common stock issued and outstanding.

Income Tax

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

INCOME TAX

NOTE 9 — INCOME TAX

The Company’s net deferred tax assets is as follows:

	December 31,			December 31,
	2020			2019
Deferred tax assets	(As Restated)
Net operating loss carryforward	$	43,286		$	791
Unrealized gain on marketable securities		(3,397	)		—
Total deferred tax assets		39,889			791
Valuation Allowance		(39,889	)		(791	)
Deferred tax assets, net of allowance	$	—		$	—

The income tax provision consists of the following:

	December 31,			December 31,
	2020			2019
Federal	(As Restated)
Current	$	—		$	—
Deferred		(30,431	)		(791	)

State and Local
Current		—			—
Deferred		(8,667	)		—

Change in valuation allowance		39,098			791

Income tax provision	$	—		$	—

As of December 31, 2020, the Company had $160,318 of U.S. federal and state net operating loss carryovers available to offset future taxable income. The federal NOL has an indefinite life while the state net operating loss carryovers will expire by 2040.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2020 and 2019, the change in the valuation allowance was $39,098 and $791, respectively.

A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows:

	December 31,
	2020			2019
	(As Restated)
Statutory federal income tax rate		21.0	%		21.0	%
State taxes, net of federal tax benefit		6.0	%		0.0	%
Change in valuation of warrant liability		(23.8	)%		0.0	%
Transaction costs allocable to warrant liability		(2.7	)%		0.0	%
Valuation allowance		(0.5	)%		(21.0	)%
Income tax provision		0.0	%		0.0	%

The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns for the year ended December 31, 2020 remain open and subject to examination. The Company considers New York and Virginia to be a significant state tax jurisdiction.

The CARES Act was signed into law on March 27, 2020 as a response to the economic challenges facing U.S. businesses caused by the COVID-19 global pandemic. The CARES Act allowed net operating loss incurred in 2018-2020 to be carried back five years or carried forward indefinitely, and to be fully utilized without being subjected to the 80% taxable income limitation. Net operating losses incurred after December 31, 2020 will be subjected to the 80% taxable income limitation. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion, or all, of the deferred tax asset will be realized. The ultimate realization of deferred tax assets is dependent upon the Company attaining future taxable income during periods in which those temporary differences become deductible.

Due to the uncertainty surrounding the realization of the benefits of its deferred assets, including NOL carryforwards, the Company has provided a 100% valuation allowance on its deferred tax assets at December 31, 2020.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Fair Value Measurements

12 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 10 — FAIR VALUE MEASUREMENTS

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:

Description	Level	December 31, 2020
Assets:
Marketable securities held in Trust Account ⁽¹⁾	1	$	345,012,580
Liabilities:
Private Placement Warrants ⁽²⁾	3		10,325,000
Public Warrants ⁽²⁾	3		20,355,000

⁽¹⁾	The fair value of the marketable securities held in Trust account approximates the carrying amount primarily due to their short-term nature.

⁽²⁾	Measured at fair value on a recurring basis.

Warrants

The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the 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

The Company established the initial fair value for the Warrants on December 4, 2020, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model for the Public Warrants and the Private Placement Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-third of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B common stock, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption, Class A common stock and Class B common stock based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.

The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement:

Input	December 4, 2020 (Initial Measurement)
Risk-free interest rate		0.53	%
Expected term (years)		5.0
Expected volatility		23.0	%
Exercise price	$	11.50
Fair value of Units	$	9.56

The Company’s use of a Monte Carlo simulation model required the use of subjective assumptions:

●

The risk-free interest rate assumption was based on the five-year U.S. Treasury rate, which was commensurate with the contractual term of the Warrants, which expire on the earlier of (i) five years after the completion of the initial business combination and (ii) upon redemption or liquidation. An increase in the risk-free interest rate, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa.

●

The expected term was determined to be five years, in-line with a typical equity investor assumed holding period

●

The expected volatility assumption was based on the implied volatility from a set of comparable publicly-traded warrants as determined based on the size and proximity of business combinations by similar special purpose acquisition companies. An increase in the expected volatility, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa.

●

The fair value of the Units, which each consist of one Class A common stock and one-third of one Public Warrant, represents the closing price on the measurement date as observed from the ticker CAP.U.

Based on the applied volatility assumption and the expected term to a business combination noted above, the Company determined that the risk-neutral probability of exceeding the $18.00 redemption value by the start of the exercise period for the Warrants resulted in a nominal difference in value between the Public Warrants and Private Placement Warrants across the valuation dates utilized in the Monte Carlo simulation model. Therefore, the resulting valuations for the two classes of Warrants were determined to be equal. On December 4, 2020, the Private Placement Warrants and Public Warrants were determined to be $1.33 per warrant for aggregate values of $7.8 million and $15.3 million, respectively.

Subsequent Measurement

The Warrants are measured at fair value on a recurring basis. At the subsequent measurement date of December 31, 2020, the Public Warrants and Private Placement Warrants were fair valued using the Monte Carlo Simulation Method. The fair value classification for both the Public Warrants and Private Placement Warrants remain unchanged as Level 3 from their initial valuation.

The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at subsequent measurement:

Input	December 31, 2020 (Subsequent Measurement)
Risk-free interest rate		0.45	%
Expected term (years)		5.0
Expected volatility		28.0	%
Exercise price	$	11.50
Fair value of Units	$	9.71

As of December 31, 2020, the aggregate values of the Private Placement Warrants and Public Warrants were $10.3 million and $20.4 million, respectively.

The following table presents the changes in the fair value of warrant liabilities:

	Private Placement		Public		Warrant Liabilities
Fair value as of December 31, 2019	$	—	$	—	$	—
Initial measurement on December 4, 2020		7,758,333		15,295,000		23,053,333
Change in valuation inputs or other assumptions⁽¹⁾		2,566,667		5,060,000		7,626,667
Fair value as of December 31, 2020	$	10,325,000	$	20,355,000	$	30,680,000

⁽¹⁾	Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Statement of Operations.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Subsequent Events

12 Months Ended

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 as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Emerging Growth Company

Emerging Growth Company

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

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 Bills.

Warrant Liabilities

Warrant Liabilities

Class A Common Stock Subject to Possible Redemption

Class A Common Stock Subject to Possible Redemption

Components of Equity

Components of Equity

Income Taxes

Income Taxes

Net Loss Per Common Share

Net Loss per Common Share

The following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts):

Concentration of Credit Risk

Concentration of Credit Risk

Fair value of financial instruments

Fair Value of Financial Instruments

	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.

See Note 10 for additional information on assets and liabilities measured at fair value.

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 Issued Financial Statements (Tables)

12 Months Ended

Dec. 31, 2020

Condensed Financial Information Disclosure [Abstract]

Schedule of financial statement

	As Previously Reported			Adjustment			As Restated
Balance Sheet as of December 4, 2020
Warrant liabilities	$	—		$	23,053,333		$	23,053,333
Total liabilities		12,075,000			23,053,333			35,128,333
Class A common stock subject to possible redemption		329,284,280			(23,053,333	)		306,230,947
Class A common stock		157			231			388
Additional paid-in capital		5,020,615			873,193			5,893,808
Accumulated deficit	$	(21,628	)	$	(873,424	)	$	(895,052	)

Balance Sheet as of December 31, 2020
Warrant liabilities	$	—		$	30,680,000		$	30,680,000
Total liabilities		12,190,461			30,680,000			42,870,461
Class A common stock subject to possible redemption		329,149,850			(30,680,000	)		298,469,850
Class A common stock		159			306			465
Additional paid-in capital		5,155,043			8,499,785			13,654,828
Accumulated deficit	$	(156,059	)	$	(8,500,091	)	$	(8,656,150	)

Statement of Operations for the Year ended December 31, 2020
Formation and operational costs	$	157,497		$	873,424		$	1,030,921
Change in fair value of warrant liabilities		—			(7,626,667	)		(7,626,667	)
Other income (expense), net		12,580			(7,626,667	)		(7,614,087	)
Net loss	$	(144,917	)	$	(8,500,091	)	$	(8,645,008	)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		32,914,985			(3,068,000	)		29,846,985
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		7,698,927			170,066			7,868,993
Basic and diluted net loss per share, Non-redeemable common stock	$	(0.02	)	$	(1.08	)	$	(1.10	)

Statement of Changes in Temporary Equity and Permanent Equity for the Year ended December 31, 2020
Sale of 34,500,000 Units, net of underwriting discounts – Additional Paid in Capital	$	325,527,465		$	(14,421,576	)	$	311,105,889
Sale of 5,833,333 private placement warrants – Additional Paid in Capital		8,750,000			(8,750,000	)		—
Excess of purchase price paid over fair value of private placement warrants – Additional Paid in Capital		—			991,667			991,667
Statement of Cash Flows for the year ended December 31, 2020
Cash Flows from Operating Activities:
Net Loss	$	(144,917	)	$	(8,500,091	)	$	(8,645,008	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liabilities		—			7,626,667			7,626,667
Transaction costs allocable to warrant liabilities		—			873,424			873,424
Non-Cash Investing and Financing Activities
Initial classification of Class A common stock subject to redemption	$	329,284,280		$	(23,053,333	)	$	306,230,947
Change in value of Class A common stock subject to redemption		(134,430	)		(7,626,667	)		(7,761,097	)
Initial measurement of warrants issued in connection with the initial Public Offering accounted for as liabilities		—			23,053,333			23,053,333

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Schedule of basic and diluted net loss per common stock

	For the Year ended December 31, 2020
Class A common stock subject to possible redemption
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	10,883
Net income allocable to Class A common stock subject to possible redemption	$	10,883
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding		29,846,985
Basic and diluted net income per share	$	0.00
Non-Redeemable Common Stock
Numerator: Earnings allocable to non-redeemable common stock
Net loss	$	(8,645,008	)
Less: Net income allocable to Class A common stock subject to possible redemption		(10,883	)
Non-redeemable net loss	$	(8,655,891	)
Denominator: Weighted Average Non-redeemable common stock
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		7,868,993
Basic and diluted net loss per share, Non-redeemable common stock	$	(1.10	)

Income Tax (Tables)

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Schedule of deferred tax assets

	December 31,			December 31,
	2020			2019
Deferred tax assets	(As Restated)
Net operating loss carryforward	$	43,286		$	791
Unrealized gain on marketable securities		(3,397	)		—
Total deferred tax assets		39,889			791
Valuation Allowance		(39,889	)		(791	)
Deferred tax assets, net of allowance	$	—		$	—

Schedule of income tax provision

	December 31,			December 31,
	2020			2019
Federal	(As Restated)
Current	$	—		$	—
Deferred		(30,431	)		(791	)

State and Local
Current		—			—
Deferred		(8,667	)		—

Change in valuation allowance		39,098			791

Income tax provision	$	—		$	—

Schedule of reconciliation of the federal income tax rate

	December 31,
	2020			2019
	(As Restated)
Statutory federal income tax rate		21.0	%		21.0	%
State taxes, net of federal tax benefit		6.0	%		0.0	%
Change in valuation of warrant liability		(23.8	)%		0.0	%
Transaction costs allocable to warrant liability		(2.7	)%		0.0	%
Valuation allowance		(0.5	)%		(21.0	)%
Income tax provision		0.0	%		0.0	%

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Schedule of assets that are measured at fair value on a recurring basis

Description	Level	December 31, 2020
Assets:
Marketable securities held in Trust Account ⁽¹⁾	1	$	345,012,580
Liabilities:
Private Placement Warrants ⁽²⁾	3		10,325,000
Public Warrants ⁽²⁾	3		20,355,000

Schedule of monte carlo simulation model for private placement warrants and public warrants

Input	December 4, 2020 (Initial Measurement)
Risk-free interest rate		0.53	%
Expected term (years)		5.0
Expected volatility		23.0	%
Exercise price	$	11.50
Fair value of Units	$	9.56

Schedule of private placement warrants and public warrants

Input	December 31, 2020 (Subsequent Measurement)
Risk-free interest rate		0.45	%
Expected term (years)		5.0
Expected volatility		28.0	%
Exercise price	$	11.50
Fair value of Units	$	9.71

Schedule of fair value of warrant liabilities

	Private Placement		Public		Warrant Liabilities
Fair value as of December 31, 2019	$	—	$	—	$	—
Initial measurement on December 4, 2020		7,758,333		15,295,000		23,053,333
Change in valuation inputs or other assumptions⁽¹⁾		2,566,667		5,060,000		7,626,667
Fair value as of December 31, 2020	$	10,325,000	$	20,355,000	$	30,680,000

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended	12 Months Ended
	Feb. 28, 2021	Dec. 31, 2020	Dec. 04, 2020	Dec. 31, 2019	Dec. 31, 2018
Description of Organization and Business Operations (Details) [Line Items]
Initial public offering units (in Shares)			34,500,000
Over-allotment option, per share (in Dollars per share)			$ 10.00
Gross proceeds of public offering			$ 345,000,000
Unit price per share (in Dollars per share)		$ 10.00
Transaction costs		$ 19,469,085
Underwriting fees		6,900,000
Deferred underwriting fee		12,075,000
Other offering costs		494,085
Closing initial public offering		$ 12,075,000
Initial public offering price per unit (in Dollars per share)			$ 10.00
Sponsor, description		The Sponsors have agreed that they will be liable jointly and severally to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, there can be no assurance that they will be able to satisfy those obligations should they arise.
Redeem public shares, percentage		20.00%	100.00%
Net tangible assets		$ 5,000,001
Dissolution expenses			$ 100,000
Trust account price per share (in Dollars per share)			$ 10.00
Cash		632,387		$ 26,794	$ 92,804
Marketable securities held in Trust Account		345,012,580
working capital		1,230,730
Franchise and income taxes payable		18,454
Amount deposit in trust account		$ 12,600
Warrants	$ 2,000,000
Warrants price, per share (in Dollars per share)		$ 1.50
Subsequent Event [Member]
Description of Organization and Business Operations (Details) [Line Items]
Loans	$ 970,000
Warrants price, per share (in Dollars per share)	$ 1.50
Class A Common Stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Initial public offering units (in Shares)			4,500,000
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Closing initial public offering			$ 345,000,000
Founders Warrant [Member]
Description of Organization and Business Operations (Details) [Line Items]
Initial public offering units (in Shares)			5,833,333
Unit price per share (in Dollars per share)			$ 1.50
Board of Directors [Member]
Description of Organization and Business Operations (Details) [Line Items]
Gross proceeds of public offering			$ 8,750,000

Restatement of Previously Issued Financial Statements (Details)	12 Months Ended
	Dec. 31, 2020 shares
Restatement of Previously Issued Financial Statements (Details) [Line Items]
Outstanding shares, percentage	50.00%
Public Warrants [Member]
Restatement of Previously Issued Financial Statements (Details) [Line Items]
Redeemable warrants	11,500,000
Sponsors [Member]
Restatement of Previously Issued Financial Statements (Details) [Line Items]
Redeemable warrants	5,833,333

Restatement of Previously Issued Financial Statements (Details) - Schedule of financial statement - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 04, 2020
As Previously Reported [Member]
Condensed Financial Statements, Captions [Line Items]
Warrant liabilities
Total liabilities	$ 12,190,461	$ 12,075,000
Class A common stock subject to possible redemption (in Shares)	329,149,850	329,284,280
Class A common stock	$ 159	$ 157
Additional paid-in capital	5,155,043	5,020,615
Accumulated deficit	(156,059)	(21,628)
Formation and operational costs	157,497
Change in fair value of warrant liabilities
Other income (expense), net	12,580
Net loss	$ (144,917)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption (in Shares)	32,914,985
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares)	7,698,927
Basic and diluted net loss per share, Non-redeemable common stock (in Dollars per share)	$ (0.02)
Sale of 34,500,000 Units, net of underwriting discounts – Additional Paid in Capital	$ 325,527,465
Sale of 5,833,333 private placement warrants – Additional Paid in Capital	8,750,000
Cash Flows from Operating Activities:
Net Loss	(144,917)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liabilities
Transaction costs allocable to warrant liabilities
Non-Cash Investing and Financing Activities
Initial classification of Class A common stock subject to redemption	329,284,280
Change in value of Class A common stock subject to redemption	(134,430)
Initial measurement of warrants issued in connection with the initial Public Offering accounted for as liabilities
Adjustment [Member]
Condensed Financial Statements, Captions [Line Items]
Warrant liabilities	30,680,000	23,053,333
Total liabilities	$ 30,680,000	$ 23,053,333
Class A common stock subject to possible redemption (in Shares)	(30,680,000)	(23,053,333)
Class A common stock	$ 306	$ 231
Additional paid-in capital	8,499,785	873,193
Accumulated deficit	(8,500,091)	(873,424)
Formation and operational costs	873,424
Change in fair value of warrant liabilities	(7,626,667)
Other income (expense), net	(7,626,667)
Net loss	$ (8,500,091)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption (in Shares)	(3,068,000)
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares)	170,066
Basic and diluted net loss per share, Non-redeemable common stock (in Dollars per share)	$ (1.08)
Sale of 34,500,000 Units, net of underwriting discounts – Additional Paid in Capital	$ (14,421,576)
Sale of 5,833,333 private placement warrants – Additional Paid in Capital	(8,750,000)
Excess of purchase price paid over fair value of private placement warrants - Additional Paid in Capital	991,667
Cash Flows from Operating Activities:
Net Loss	(8,500,091)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liabilities	7,626,667
Transaction costs allocable to warrant liabilities	873,424
Non-Cash Investing and Financing Activities
Initial classification of Class A common stock subject to redemption	(23,053,333)
Change in value of Class A common stock subject to redemption	(7,626,667)
Initial measurement of warrants issued in connection with the initial Public Offering accounted for as liabilities	23,053,333
As Restated [Member]
Condensed Financial Statements, Captions [Line Items]
Warrant liabilities	30,680,000	23,053,333
Total liabilities	$ 42,870,461	$ 35,128,333
Class A common stock subject to possible redemption (in Shares)	298,469,850	306,230,947
Class A common stock	$ 465	$ 388
Additional paid-in capital	13,654,828	5,893,808
Accumulated deficit	(8,656,150)	$ (895,052)
Formation and operational costs	1,030,921
Change in fair value of warrant liabilities	(7,626,667)
Other income (expense), net	(7,614,087)
Net loss	$ (8,645,008)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption (in Shares)	29,846,985
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares)	7,868,993
Basic and diluted net loss per share, Non-redeemable common stock (in Dollars per share)	$ (1.10)
Sale of 34,500,000 Units, net of underwriting discounts – Additional Paid in Capital	$ 311,105,889
Excess of purchase price paid over fair value of private placement warrants - Additional Paid in Capital	991,667
Cash Flows from Operating Activities:
Net Loss	(8,645,008)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liabilities	7,626,667
Transaction costs allocable to warrant liabilities	873,424
Non-Cash Investing and Financing Activities
Initial classification of Class A common stock subject to redemption	306,230,947
Change in value of Class A common stock subject to redemption	(7,761,097)
Initial measurement of warrants issued in connection with the initial Public Offering accounted for as liabilities	$ 23,053,333

Restatement of Previously Issued Financial Statements (Details) - Schedule of financial statement (Parentheticals) - As Restated [Member]	12 Months Ended
	Dec. 31, 2020 shares
Condensed Financial Statements, Captions [Line Items]
Sale of units, net of underwriting discount	34,500,000
Private placement warrants	5,833,333

Summary of Significant Accounting Policies (Details)	12 Months Ended
Summary of Significant Accounting Policies (Details)	Dec. 31, 2020 USD ($) shares
Accounting Policies [Abstract]
Sale of stock, description	the Company first allocated the proceeds to the Public Warrants based on their initial fair value measurement of $15,295,000 and then allocated the remaining proceeds, net of underwriting discounts and offering costs of $19,469,085, to the Class A common stock. A portion of the 34,500,000 Class A common stocks are presented within temporary equity, as certain shares are subject to redemption upon the occurrence of events not solely within the Company’s control. Similarly, the Company first allocated the proceeds of the Private Placement Warrants based on their initial fair value measurement of $7,758,333 and then allocated the remaining proceeds of $991,667 to the Class A common stock as additional paid in capital.
Shares to purchase common stock \| shares	17,333,333
Emerging growth, description	For the Year ended December 31, 2020 Class A common stock subject to possible redemption Numerator: Earnings allocable to Class A common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $10,883 Net income allocable to Class A common stock subject to possible redemption $10,883 Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 29,846,985 Basic and diluted net income per share $0.00 Non-Redeemable Common Stock Numerator: Earnings allocable to non-redeemable common stock Net loss $(8,645,008) Less: Net income allocable to Class A common stock subject to possible redemption (10,883) Non-redeemable net loss $(8,655,891) Denominator: Weighted Average Non-redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 7,868,993 Basic and diluted net loss per share, Non-redeemable common stock $(1.10)
Federal depository insurance coverage \| $	$ 250,000

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common stock - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$ 10,883
Net income allocable to Class A common stock subject to possible redemption	$ 10,883
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding (in Shares)	29,846,985
Basic and diluted net income per share (in Dollars per share)	$ 0.00
Numerator: Earnings allocable to non-redeemable common stock
Net loss	$ (8,645,008)
Less: Net income allocable to Class A common stock subject to possible redemption	(10,883)
Non-redeemable net loss	$ (8,655,891)
Denominator: Weighted Average Non-redeemable common stock
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares)	7,868,993
Basic and diluted net loss per share, Non-redeemable common stock (in Dollars per share)	$ (1.10)

Initial Public Offering (Details)	12 Months Ended
Initial Public Offering (Details)	Dec. 31, 2020 $ / shares shares
Initial Public Offering (Details) [Line Items]
Sale of stock, number of shares (in Shares) \| shares	34,500,000
Offering price per unit shares	$ 10.00
Purchase price of per share	$ 9.71
Total equity proceeds percentage	60.00%
Exercise price	$ 9.20
Market value percentage	115.00%
Redemption trigger price	$ 18.00
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sale of stock, number of shares (in Shares) \| shares	4,500,000
Class A Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Purchase price of per share	$ 11.50
Issue price	$ 9.20
Market value percentage	180.00%
Redemption trigger price	$ 10.00
Redemption of warrants	$ 18.00
Warrants be exercisable (in Shares) \| shares	0.361
Class A Common Stock [Member] \| Exceeds $18.00 [Member]
Initial Public Offering (Details) [Line Items]
Description of warrants	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 last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities as described above) for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the Warrant holders.
Class A Common Stock [Member] \| Exceeds $10.00 [Member]
Initial Public Offering (Details) [Line Items]
Description of warrants	Once the Warrants become exercisable, the Company may redeem the outstanding Warrants: ● in whole and not in part; ● at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their Warrants prior to redemption and receive a number of shares based on the redemption date and the “fair market value” of Class A common stock except as otherwise described below; ● if, and only if, the last reported sale price of Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities as described above) on the trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders; and ● if, and only if, the last reported sale price of Class A common stock is less than $18.00 per share (as adjusted for stock for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities), the Founders’ Warrants are also concurrently called for redemption on the same terms as the outstanding Warrants, as described above.

Private Placement (Details) - USD ($)	12 Months Ended
Private Placement (Details) - USD ($)	Dec. 31, 2020	Dec. 04, 2020
Private Placement (Details) [Line Items]
Warrant price (in Dollars per share)	$ 10.00
Proceeds received from the founder warrants purchase	$ 6,900,000
Private Placement [Member]
Private Placement (Details) [Line Items]
Aggregate purchase price amount	$ 8,750,000
Founders Warrants [Member]
Private Placement (Details) [Line Items]
Warrant price (in Dollars per share)		$ 1.50
Founders Warrants [Member] \| Private Placement [Member]
Private Placement (Details) [Line Items]
Aggregate purchase of founder warrants (in Shares)	5,833,333
Warrant price (in Dollars per share)	$ 1.50

Related Party Transactions (Details) - USD ($)	1 Months Ended		12 Months Ended
Related Party Transactions (Details) - USD ($)	Feb. 28, 2021	Dec. 04, 2020	Dec. 31, 2020	Dec. 01, 2020	Feb. 21, 2020	Oct. 20, 2017
Related Party Transactions (Details) [Line Items]
Sponsor services fees			$ 20,000	$ 20,000
Unsecured promissory note					$ 250,000
Additional unsecured promissory note					50,000
Outstanding under such promissory notes		$ 250,000
Sponsors and Independent Directors [Member] \| Subsequent Event [Member]
Related Party Transactions (Details) [Line Items]
Aggregate loan amount	$ 970,000
Promissory Note	$ 2,000,000
Price per warrant (in Dollars per share)	$ 1.50
Sponsors [Member]
Related Party Transactions (Details) [Line Items]
Unsecured promissory note			$ 50,000		$ 50,000	$ 150,000

Commitments and Contingencies (Details)	12 Months Ended
Commitments and Contingencies (Details)	Dec. 31, 2020 USD ($) $ / shares
Commitments and Contingencies Disclosure [Abstract]
Contingent fees	$ 404,000
Convertible loans into warrants	$ 2,000,000
Warrants of price (in Dollars per share) \| $ / shares	$ 1.50
Deferred fee percentage	3.50%
Gross proceeds of the initial public offering	$ 12,075,000
Aggregate annual fees	62,500
Aggregate success fees	1,100,000
Accrual amount	$ 38,300

Permanent Equity and Temporary Equity (Details) - USD ($)	1 Months Ended	12 Months Ended
	Oct. 31, 2017	Dec. 31, 2020	Nov. 03, 2020	Dec. 31, 2019	May 31, 2017
Permanent Equity and Temporary Equity (Details) [Line Items]
Preferred stock, shares authorized		1,000,000		1,000,000
Preferred stock, par value (in Dollars per share)		$ 0.0001		$ 0.0001
Sponsors price, per share (in Dollars per share)		$ 9.71
Dividens shares	0.17
Number includes an aggregate sahres		1,125,000
Founder shares transferred, description		The holders of the founder shares have agreed that the founder shares will not be transferred, assigned or sold until one year after the date of the consummation of an initial Business Combination or earlier if, subsequent to an initial Business Combination, (i) the last sales price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (ii) the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property.
Converted shares, percentage		20.00%
Common stock subject to possible redemption shares (in Dollars per share)		$ 29,846,985
Sponsors [Member]
Permanent Equity and Temporary Equity (Details) [Line Items]
Sponsors holding shares			8,625,000
Founder shares [Member]
Permanent Equity and Temporary Equity (Details) [Line Items]
Founder shares		1,125,000
Class A Common Stock [Member]
Permanent Equity and Temporary Equity (Details) [Line Items]
Common stock, shares authorized		400,000,000		400,000,000
Common stock, par value (in Dollars per share)		$ 0.0001		$ 0.0001
Common stock, shares outstanding		4,653,015
Sponsors price, per share (in Dollars per share)		$ 11.50
Common stock, shares issued		4,653,015
Common Class B [Member]
Permanent Equity and Temporary Equity (Details) [Line Items]
Common stock, shares authorized		50,000,000		50,000,000
Common stock, par value (in Dollars per share)		$ 0.0001		$ 0.0001
Common stock, shares outstanding		8,625,000		8,625,000
Common stock, shares issued		8,625,000		8,625,000
Common stock, shares outstanding				8,625,000
Common Class B [Member] \| Sponsors [Member]
Permanent Equity and Temporary Equity (Details) [Line Items]
Common stock, shares outstanding					8,625,000
Sponsors price, per share (in Dollars per share)					$ 0.003
Dividend price (in Dollars)					$ 25,000

Income Tax (Details) - USD ($)	12 Months Ended
Income Tax (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Federal and state net operating loss	$ 160,318
Change in the valuation allowance	$ 39,098	$ 791
Income tax, description	The CARES Act allowed net operating loss incurred in 2018-2020 to be carried back five years or carried forward indefinitely, and to be fully utilized without being subjected to the 80% taxable income limitation. Net operating losses incurred after December 31, 2020 will be subjected to the 80% taxable income limitation. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion, or all, of the deferred tax asset will be realized. The ultimate realization of deferred tax assets is dependent upon the Company attaining future taxable income during periods in which those temporary differences become deductible.
Valuation allowance, percentage	100.00%

Income Tax (Details) - Schedule of deferred tax assets - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Deferred tax assets
Net operating loss carryforward	$ 43,286	$ 791
Unrealized gain on marketable securities	(3,397)
Total deferred tax assets	39,889	791
Valuation Allowance	(39,889)	(791)
Deferred tax assets, net of allowance

Income Tax (Details) - Schedule of income tax provision - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Federal
Current
Deferred	(30,431)	(791)
State and Local
Current
Deferred	(8,667)
Change in valuation allowance	39,098	791
Income tax provision

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income Tax (Details) - Schedule of reconciliation of the federal income tax rate	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Schedule of reconciliation of the federal income tax rate [Abstract]
Statutory federal income tax rate	21.00%	21.00%
State taxes, net of federal tax benefit	6.00%	0.00%
Change in valuation of warrant liability	(23.80%)	0.00%
Transaction costs allocable to warrant liability	(2.70%)	0.00%
Valuation allowance	(0.50%)	(21.00%)
Income tax provision	0.00%	0.00%

Fair Value Measurements (Details) - USD ($) $ / shares in Units, $ in Millions		12 Months Ended
	Dec. 04, 2020	Dec. 31, 2020
Fair Value Measurements (Details) [Line Items]
Redemption value for determine risk neutral probability (in Dollars per share)		$ 18.00
Private Placement Warrants [Member]
Fair Value Measurements (Details) [Line Items]
Aggregate value		$ 10.3
Public Warrants [Member]
Fair Value Measurements (Details) [Line Items]
Aggregate value		$ 20.4
Monto Carlo Simulation Model [Member]
Fair Value Measurements (Details) [Line Items]
Price per warrant (in Dollars per share)	$ 1.33
Monto Carlo Simulation Model [Member] \| Private Placement Warrants [Member]
Fair Value Measurements (Details) [Line Items]
Aggregate value	$ 7.8
Monto Carlo Simulation Model [Member] \| Public Warrants [Member]
Fair Value Measurements (Details) [Line Items]
Aggregate value	$ 15.3

Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis

12 Months Ended

Dec. 31, 2020

USD ($)

Level 1 [Member]

Assets:

Marketable securities held in Trust Account

$ 345,012,580

^[1]

Level 3 [Member]

Liabilities:

Private Placement Warrants

10,325,000

^[2]

Public Warrants

$ 20,355,000

^[2]

[1]	The fair value of the marketable securities held in Trust account approximates the carrying amount primarily due to their short-term nature.
[2]	Measured at fair value on a recurring basis.

Fair Value Measurements (Details) - Schedule of monte carlo simulation model for private placement warrants and public warrants	Dec. 04, 2020 $ / shares
Schedule of monte carlo simulation model for private placement warrants and public warrants [Abstract]
Risk-free interest rate	0.53%
Expected term (years)	5 years
Expected volatility	23.00%
Exercise price	$ 11.50
Fair value of Units	$ 9.56

Fair Value Measurements (Details) - Schedule of private placement warrants and public warrants	12 Months Ended
	Dec. 31, 2020 $ / shares
Schedule of private placement warrants and public warrants [Abstract]
Risk-free interest rate	0.45%
Expected term (years)	5 years
Expected volatility	28.00%
Exercise price	$ 11.50
Fair value of Units	$ 9.71