0001104659-21-042920 | 10-K | XBRL Viewer | Roman Dbdr Tech Acquisition Corp

Document and Entity Information - USD ($) $ in Millions	4 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2020	Mar. 29, 2021
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2020
Entity File Number	001-39687
Entity Registrant Name	Roman DBDR Tech Acquisition Corp.
Document Transition Report	false
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Public Float	$ 240.8
Entity Current Reporting Status	Yes
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001823144
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Amendment Flag	false
Transition Report	false
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant
Trading Symbol	DBDRU
Security Exchange Name	NASDAQ
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	DBDR
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		23,156,000
Redeemable Warrants
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	DBDRW
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,789,000

CONDENSED BALANCE SHEET	Dec. 31, 2020 USD ($)
Current assets
Cash	$ 603,615
Prepaid expenses	434,689
Total Current Assets	1,038,304
Cash and marketable securities held in Trust Account	236,215,089
TOTAL ASSETS	237,253,393
Current Liabilities
Accrued expenses	98,112
Total Current Liabilities	98,112
Deferred underwriting payable	8,104,600
Total Liabilities	8,202,712
Commitments
Stockholder's Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	5,164,409
Accumulated deficit	(165,106)
Total Stockholder's Equity	5,000,001
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY	237,253,393
Class A Common Stock Subject to Redemption
Current Liabilities
Class A common stock subject to possible redemption, 21,965,753 shares at redemption value	224,050,680
Class A Common Stock Not Subject to Redemption
Stockholder's Equity
Common stock value	119
Total Stockholder's Equity	119
Class B Common Stock
Stockholder's Equity
Common stock value	579
Total Stockholder's Equity	$ 579

CONDENSED BALANCE SHEET (Parenthetical) - $ / shares	Dec. 31, 2020	Nov. 17, 2020	Nov. 10, 2020
Preferred stock, par value, (per share)	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Purchase price, per unit	$ 10.20
Over-allotment option
Purchase price, per unit		$ 10.00	$ 10.00
Class A Common Stock
Common shares, par value, (per share)	$ 0.0001
Common shares, shares authorized	200,000,000
Common shares, shares issued	1,190,247
Common shares, shares outstanding	1,190,247
Temporary equity, shares issued	21,965,753
Class A Common Stock Subject to Redemption
Temporary equity, shares outstanding	21,965,753
Class A Common Stock Not Subject to Redemption
Common shares, par value, (per share)	$ 0.0001
Common shares, shares authorized	200,000,000
Common shares, shares issued	1,190,247
Common shares, shares outstanding	1,190,247
Class B Common Stock
Common shares, par value, (per share)	$ 0.0001
Common shares, shares authorized	20,000,000
Common shares, shares issued	5,789,000
Common shares, shares outstanding	5,789,000

CONDENSED STATEMENTS OF OPERATIONS	4 Months Ended
CONDENSED STATEMENTS OF OPERATIONS	Dec. 31, 2020 USD ($) $ / shares shares
Operating and formation costs	$ 188,995
Loss from operations	(188,995)
Other income:
Interest earned on marketable securities held in Trust Account	22,970
Unrealized gain on marketable securities held in Trust Account	919
Other income	23,889
Loss before provision for income taxes	(165,106)
Provision for income taxes	(0.0)
Net loss	$ (165,106)
Basis and diluted weighted average shares outstanding, Common stock \| shares	6,078,552
Basic and diluted net income (loss) per share, Common stock \| $ / shares	$ (0.03)
Class A Common Stock Subject to Redemption
Other income:
Basis and diluted weighted average shares outstanding, Common stock \| shares	21,828,647
Basic and diluted net income (loss) per share, Common stock \| $ / shares	$ 0.00

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 4 months ended Dec. 31, 2020 - USD ($)	Class A Common Stock Not Subject to Redemption	Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Aug. 20, 2020	$ 0	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Aug. 20, 2020	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B common stock to Sponsor		$ 633	24,367	0	25,000
Issuance of Class B common stock to Sponsor (in shares)		6,325,000
Sale of 23,156,000 Units, net of underwriting discounts	$ 2,315		218,351,072	0	$ 218,353,387
Sale of Units, net of underwriting discounts (in shares)	23,156,000				23,156,000
Sale of 10,837,400 Private Placement Warrants			10,837,400	0	$ 10,837,400
Forfeiture of Founder Shares		$ (54)	54	0
Forfeiture of Founder Shares (in shares)		(536,000)
Class A common stock subject to possible redemption	$ (2,196)		(224,048,484)	0	(224,050,680)
Class A common stock subject to possible redemption (in shares)	(21,965,753)
Net loss			0	(165,106)	(165,106)
Balance at the end at Dec. 31, 2020	$ 119	$ 579	$ 5,164,409	$ (165,106)	$ 5,000,001
Balance at the end (in shares) at Dec. 31, 2020	1,190,247	5,789,000

CONDENSED STATEMENT OF CASH FLOWS	4 Months Ended
CONDENSED STATEMENT OF CASH FLOWS	Dec. 31, 2020 USD ($)
Cash Flows from Operating Activities:
Net loss	$ (165,106)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(22,970)
Unrealized gain on marketable securities held in Trust Account	(919)
Changes in operating assets and liabilities:
Prepaid expenses	(434,689)
Accrued expenses	98,112
Net cash used in operating activities	(525,572)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(236,191,200)
Net cash used in investing activities	(236,191,200)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	226,928,800
Proceeds from sale of Private Placement Warrants	10,837,400
Proceeds from promissory note - related party	95,657
Repayment of promissory note - related party	(95,657)
Payment of offering costs	(445,813)
Net cash provided by financing activities	237,320,387
Net Change in Cash	603,615
Cash - Beginning	0
Cash - Ending	603,615
Non-Cash investing and financing activities:
Initial classification of Class A common stock subject to possible redemption	224,215,068
Change in value of Class A common stock subject to possible redemption	(164,388)
Deferred underwriting fee payable	8,104,600
Payment of offering costs by the Sponsor in exchange for the issuance of Class B common stock	25,000
Forfeiture of Founder Shares	$ (54)

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	4 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Dec. 31, 2020
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Roman DBDR Tech Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on August 21, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not yet commenced any operations. All activity for the period from August 21, 2020 (inception) through December 31, 2020 relates to the Company's formation and the initial public offering (the “Initial Public Offering”). The registration statement for the Company’s Initial Public Offering was declared effective on November 5, 2020. On November 10, 2020, the Company consummated the Initial Public Offering of 22,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $220,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 10,375,000 warrants (the "Private Placement Warrants") at a price of $1.00 per Private Placement Warrant in a private placement to Roman DBDR Tech Sponsor, LLC (the "Sponsor"), generating gross proceeds of $10,375,000, which is described in Note 4. Following the closing of the Initial Public Offering on November 10, 2020, an amount of $224,400,000 ($10.20 per Unit) from the proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), to be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a‑7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders,as described below. On November 12, 2020, the underwriters notified the Company of their intention to partially exercise their over-allotment option. As such, on November 17, 2020, the Company consummated the sale of an additional 1,156,000 Units, at $10.00 per Unit, and the sale of an additional 462,400 Private Placement Warrants, at $1.00 per Private Placement Warrant, generating total gross proceeds of $12,022,400. A total of $11,791,200 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $236,191,200. Transaction costs amounted to $13,206,613, consisting of $4,631,200 of underwriting fees, $8,104,600 of deferred underwriting fees and $470,813 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the "public stockholders") with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company's Amended and Restated Certificate of Incorporation provides that, a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a "group" (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares without the Company's prior written consent. The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation , offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (the "SEC"), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Company's Sponsor has agreed (a) to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to the Company's pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Certificate of Incorporation relating to stockholders' rights of pre-Business Combination activity and (d) that the Founder Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. If the Company is unable to complete a Business Combination by May 10, 2022 (the "Combination Period"), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders' rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company's board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the amount initially deposited into the Trust Account ($10.20). The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.20 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 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 underwriter of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor's only assets are securities of the Company. Therefore, the Company cannot assure its stockholders that the Sponsor would be able to satisfy those obligations. None of the Company's officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company's financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

4 Months Ended

Dec. 31, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. 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.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 money market funds which are primarily invested in U.S. Treasury securities.

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.” 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.

Offering Costs

Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $13,206,613 were charged to stockholders' equity upon the completion of the Initial Public Offering.

Income Taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, "Income Taxes," which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 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, if any, 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.

On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the "IRC") for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. Given the Company's full valuation allowance position and capitalization of all costs, the CARES Act did not have an impact on the financial statements.

Net Loss Per Common Share

Net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement warrants to purchase an aggregate of 22,415,400 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company'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 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 shares of common stock outstanding for the period.

Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates 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 share (in dollars, except per share amounts):


	For the Period
	from
	August 21, 2020
	(inception)
		Through
	December 31,
	2020
Class A Common stock subject to possible redemption
Numerator: Earnings allocable to common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	22,970
Unrealized gain on marketable securities held in Trust Account		919
Less: interest available to be withdrawn for payment of taxes		(23,889)
Net Income	$	—

Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding		21,828,647
Basic and diluted net income per share	$	0.00

Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net Loss	$	(165,106)
Net income allocable to Class A common stock subject to possible redemption		—
Non-Redeemable Net Loss	$	(165,106)
Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, Non-Redeemable common stock,		6,078,552
Basic and diluted net loss per share, Non-Redeemable	$	(0.03)

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 Deposit Insurance Corporation maximum of $250,000. The Company has not experienced losses on this account.

Fair Value of Financial Instruments

The fair value of the Company's assets and liabilities, which qualify as financial instruments under ASC Topic 820, "Fair Value Measurement," approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

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.

RELATED PARTY TRANSACTIONS	4 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2020
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On August 26, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 7,906,250 shares of Class B common stock (the "Founder Shares"). On October 26, 2020, the Sponsor returned to the Company, at no cost, an aggregate of 1,581,250 Founder Shares which the Company cancelled, resulting in an aggregate of 6,325,000 Founder Shares outstanding. The Founder Shares included an aggregate of up to 825,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter's over-allotment option was not exercised in full or in part, so that the Sponsor would collectively own, on an as-converted basis, 20% of the Company's issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). In connection with the underwriters' partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option, 536,000 Founder Shares were forfeited and 289,000 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 5,789,000 Founder Shares outstanding at December 31, 2020. The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company's stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company's Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. Administrative Support Agreement The Company entered into an agreement, commencing on November 6, 2020, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Business Combination or the Company's liquidation, the Company will cease paying these monthly fees. For the period from August 21, 2020 (inception) through December 31, 2020, the Company incurred and paid $14,450 in fees for these services. Promissory Note - Related Party On August 26, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the "Note"). The Note was non-interest bearing and was payable on the earlier of March 31, 2021 or the completion of the Initial Public Offering. The outstanding balance under the Note of $95,657 was repaid at the closing of the Initial Public Offering on November 10, 2020. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company's Sponsor, an affiliate of the Sponsor, or the Company's officers and directors may, but are not obligated to, loan the Company funds as may be required (the "Working Capital Loans"). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender's discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.00 per warrant. The warrants will be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

STOCKHOLDERS' EQUITY

4 Months Ended

Dec. 31, 2020

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

NOTE 7. STOCKHOLDERS’ EQUITY

Preferred Stock - The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. At December 31, 2020, there were no shares of preferred stock issued or outstanding.

Class A Common Stock- The Company is authorized to issue up to 200,000,000 shares of Class A, $0.0001 par value common stock. Holders of the Company's common stock are entitled to one vote for each share. At December 31, 2020, there were 1,190,247 shares of Class A common stock issued and outstanding, excluding 21,965,753 shares of Class A common stock subject to possible redemption.

Class B Common Stock - The Company is authorized to issue up to 20,000,000 shares of Class B, $0.0001 par value common stock. Holders of the Company's common stock are entitled to one vote for each share. As of December 31, 2020, there were 5,789,000 shares of Class B common stock outstanding.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

Warrants - Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the foregoing, if a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

Once the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption:

in whole and not in part;

at a price of $0.01 per Public Warrant;

upon not less than 30 days' prior written notice of redemption to each warrant holder; and

if, and only if, the reported last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like).

If and when the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.

The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company's assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a "cashless basis," as described in the warrant agreement. The exercise price and number of common shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company's assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its 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 Company's board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the "Newly Issued Price"), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company's initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company's common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the "Market Value") is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants will and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

INCOME TAX

4 Months Ended

Dec. 31, 2020

INCOME TAX

INCOME TAX

NOTE 8. INCOME TAX

The Company’s net deferred tax liability at December 31, 2020 is as follows:


	December 31,
	2020
Deferred tax asset (liability)
Organizational/Start-up costs		24,416
Net operating loss carryforward	$	10,449
Unrealized gain on marketable securities		(193)
Total deferred tax assets, net		34,672
Valuation Allowance		(34,672)
Deferred tax liability, net of valuation allowance	$	—

The income tax provision for the period from August 21, 2020 (inception) through December 31, 2020 consists of the following:


	December 31,
	2020
Federal
Current	$	—
Deferred		(34,672)
State and Local
Current		—
Deferred		—
Change in valuation allowance		34,672
Income tax provision	$	—

As of December 31, 2020, the Company had $49,757 U.S. federal net operating loss carryover available to offset future taxable income.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from August 21, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $34,672.

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows:



	December 31,
	2020
Statutory federal income tax rate		21.0	%
State taxes, net of federal tax benefit		0.0	%
Change in valuation allowance		(21.0)	%
Income tax provision		(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 since inception remain open to examination by the taxing authorities.

- 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

4 Months Ended

Dec. 31, 2020

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 9. FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC Topic 820 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.

At December 31, 2020, assets held in the Trust Account were comprised of $939 of cash and $236,214,150 of money market funds, which are primarily invested in U.S. Treasury securities. During the year ended December 31, 2020, the company did not withdraw any interest income from the Trust Account.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


		December 31,
Description	Level	2020
Assets:
Marketable securities held in Trust Account	1	$	236,214,150

- 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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

4 Months Ended

Dec. 31, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

At December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which are primarily invested in U.S. Treasury securities.

Class A Common Stock Subject to Possible Redemption

Offering Costs

Income Taxes

Net Loss Per Common Share

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


	For the Period
	from
	August 21, 2020
	(inception)
		Through
	December 31,
	2020
Class A Common stock subject to possible redemption
Numerator: Earnings allocable to common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	22,970
Unrealized gain on marketable securities held in Trust Account		919
Less: interest available to be withdrawn for payment of taxes		(23,889)
Net Income	$	—

Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding		21,828,647
Basic and diluted net income per share	$	0.00

Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net Loss	$	(165,106)
Net income allocable to Class A common stock subject to possible redemption		—
Non-Redeemable Net Loss	$	(165,106)
Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, Non-Redeemable common stock,		6,078,552
Basic and diluted net loss per share, Non-Redeemable	$	(0.03)

Concentration of Credit Risk

Fair Value of Financial Instruments

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

4 Months Ended

Dec. 31, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Reconciliation of Net Loss per Common Share


	For the Period
	from
	August 21, 2020
	(inception)
		Through
	December 31,
	2020
Class A Common stock subject to possible redemption
Numerator: Earnings allocable to common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	22,970
Unrealized gain on marketable securities held in Trust Account		919
Less: interest available to be withdrawn for payment of taxes		(23,889)
Net Income	$	—

Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding		21,828,647
Basic and diluted net income per share	$	0.00

Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net Loss	$	(165,106)
Net income allocable to Class A common stock subject to possible redemption		—
Non-Redeemable Net Loss	$	(165,106)
Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, Non-Redeemable common stock,		6,078,552
Basic and diluted net loss per share, Non-Redeemable	$	(0.03)

INCOME TAX (Tables)

4 Months Ended

Dec. 31, 2020

INCOME TAX

Schedule of net deferred tax liability


	December 31,
	2020
Deferred tax asset (liability)
Organizational/Start-up costs		24,416
Net operating loss carryforward	$	10,449
Unrealized gain on marketable securities		(193)
Total deferred tax assets, net		34,672
Valuation Allowance		(34,672)
Deferred tax liability, net of valuation allowance	$	—

Schedule of income tax provision


	December 31,
	2020
Federal
Current	$	—
Deferred		(34,672)
State and Local
Current		—
Deferred		—
Change in valuation allowance		34,672
Income tax provision	$	—

Schedule of reconciliation of the total income tax provision tax rate to the statutory federal income tax rate



	December 31,
	2020
Statutory federal income tax rate		21.0	%
State taxes, net of federal tax benefit		0.0	%
Change in valuation allowance		(21.0)	%
Income tax provision		(0.0)	%

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)			4 Months Ended
	Nov. 17, 2020 USD ($) $ / shares shares	Nov. 10, 2020 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) \| shares			23,156,000
Purchase price, per unit \| $ / shares			$ 10.20
Proceeds from sale of Private Placement Warrants			$ 10,837,400
Transaction Costs			13,206,613
Underwriting fees			4,631,200
Deferred underwriting payable			8,104,600
Other offering costs			470,813
Cash held outside the Trust Account			603,615
Payments for investment of cash in Trust Account			$ 236,191,200
Condition for future business combination use of proceeds percentage			80
Condition for future business combination threshold Percentage Ownership			50
Redemption period upon closure			10 days
Maximum Allowed Dissolution Expenses			$ 100,000
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) \| shares	1,156,000
Purchase price, per unit \| $ / shares	$ 10.00
Proceeds From Sale Of Units	$ 462,400
Sale of Private Placement Warrants (in shares) \| shares			10,375,000
Price of warrant \| $ / shares	$ 1.00		$ 1.00
Proceeds from sale of Private Placement Warrants	$ 12,022,400		$ 10,375,000
Investment Of Proceeds In Trust Account	11,791,200
Aggregate Proceeds Held In Trust Account	$ 236,191,200
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) \| shares		22,000,000	22,000,000
Purchase price, per unit \| $ / shares			$ 10.00
Proceeds from issuance initial public offering		$ 220,000,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit \| $ / shares		$ 10.20
Payments for investment of cash in Trust Account		$ 224,400,000
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares			10,837,400
Price of warrant \| $ / shares			$ 1.00
Proceeds from sale of Private Placement Warrants			$ 10,375,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit \| $ / shares	$ 10.00	$ 10.00

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - calculation of basic and diluted - (Details)	4 Months Ended
	Dec. 31, 2020 USD ($) $ / shares shares
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding \| shares	6,078,552
Basic and diluted net income per share \| $ / shares	$ (0.03)
Redeemable Class A Common Stock
Numerator: Earnings allocable to common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$ 22,970
Unrealized gain on marketable securities held in Trust Account	919
Less: interest available to be withdrawn for payment of taxes	$ (23,889)
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding \| shares	21,828,647
Basic and diluted net income per share \| $ / shares	$ 0.00
Non-Redeemable Common Stock
Numerator: Earnings allocable to common stock subject to possible redemption
Net Income / Loss	$ (165,106)
Non-Redeemable Net Loss	$ (165,106)
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding \| shares	6,078,552
Basic and diluted net income per share \| $ / shares	$ (0.03)

RELATED PARTY TRANSACTIONS - Founder Shares (Details)		4 Months Ended
RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Aug. 26, 2020 USD ($) shares	Dec. 31, 2020 USD ($) $ / shares shares	Oct. 26, 2020 shares
Related Party Transaction [Line Items]
Aggregate purchase price \| $		$ 25,000
Class B Common Stock
Related Party Transaction [Line Items]
Number of shares issued		6,325,000
Aggregate purchase price \| $		$ 633
Common Stock, Shares, Outstanding		5,789,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders		20.00%
Sponsor \| Class B Common Stock
Related Party Transaction [Line Items]
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination		1 year
Founder Shares \| Class B Common Stock
Related Party Transaction [Line Items]
Common Stock, Shares, Outstanding		5,789,000
Shares subject to forfeiture		289,000
Founder Shares \| Class B Common Stock \| Over-allotment option
Related Party Transaction [Line Items]
Number of shares forfeited		536,000
Founder Shares \| Sponsor \| Class B Common Stock
Related Party Transaction [Line Items]
Number of shares issued	7,906,250
Aggregate purchase price \| $	$ 25,000
Aggregate purchase of common shares			1,581,250
Common Stock, Shares, Outstanding			6,325,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	20.00%
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares		$ 12.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| $		20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| $		30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		150 days
Founder Shares \| Sponsor \| Class B Common Stock \| Over-allotment option
Related Party Transaction [Line Items]
Aggregate purchase of common shares		825,000

STOCKHOLDERS' EQUITY - Common Stock Shares (Details)	4 Months Ended
STOCKHOLDERS' EQUITY - Common Stock Shares (Details)	Dec. 31, 2020 Vote $ / shares shares
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	200,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001
Common shares, votes per share \| Vote	1
Common shares, shares issued (in shares)	1,190,247
Common shares, shares outstanding (in shares)	1,190,247
Class A common stock subject to possible redemption, issued (in shares)	21,965,753
Class A Common Stock Subject to Redemption
Class of Stock [Line Items]
Class A common stock subject to possible redemption, outstanding (in shares)	21,965,753
Class A Common Stock Not Subject to Redemption
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	200,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001
Common shares, shares issued (in shares)	1,190,247
Common shares, shares outstanding (in shares)	1,190,247
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	20,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001
Common shares, votes per share \| Vote	1
Common shares, shares issued (in shares)	5,789,000
Common shares, shares outstanding (in shares)	5,789,000
Percentage Of Issued And Outstanding Shares After The Initial Public Offering Collectively Held By Initial Stockholders	20.00%

STOCKHOLDERS' EQUITY - Warrants (Details)	4 Months Ended
STOCKHOLDERS' EQUITY - Warrants (Details)	Dec. 31, 2020 USD ($) $ / shares
Class of Warrant or Right [Line Items]
Public Warrants exercisable term after the completion of a business combination	30 days
Public Warrants exercisable term from the closing of the initial public offering	12 months
Public Warrants expiration term	5 years
Threshold period for filling registration statement after business combination	15 days
Threshold issue price per share	$ 9.20
Percentage of gross proceeds on total equity proceeds	60
Threshold trading days determining volume weighted average price	20 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	9.20%
Adjustment of redemption price of stock based on market value and newly issued price 1 (as a percent)	115
Adjustment of redemption price of stock based on market value and newly issued price (as a percent)	180.00%
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Public Warrants exercisable term after the completion of a business combination	30 days
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants \| $	20
Threshold consecutive trading days for redemption of public warrants \| $	30
Redemption period	3 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18.00

INITIAL PUBLIC OFFERING	4 Months Ended
INITIAL PUBLIC OFFERING	Dec. 31, 2020
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 22,000,000 Units at a purchase price of $10.00 per Unit. In connection with the underwriters' partial exercise of the over-allotment option on November 17, 2020, the Company sold an additional 1,156,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company's Class A common stock, $0.0001 par value, and one-half of one redeemable warrant ("Public Warrant"). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (see Note 7).

PRIVATE PLACEMENT	4 Months Ended
PRIVATE PLACEMENT	Dec. 31, 2020
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 10,375,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, or $10,375,000 in the aggregate, each exercisable to purchase one share of Class A common stock at a price of $11.50 per share. In connection with the underwriters' partial exercise of the over-allotment option on November 17, 2020, the Company sold an additional 462,400 Private Placement Warrants, at a purchase price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $462,400. The proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

COMMITMENTS	4 Months Ended
COMMITMENTS	Dec. 31, 2020
COMMITMENTS
COMMITMENTS	NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration and shareholder rights agreement entered into on November 5, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration and shareholder rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company's securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters will be entitled to a deferred fee of $0.35 per Unit, or $8,104,600 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

SUBSEQUENT EVENTS	4 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2020
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10. 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, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	4 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	Dec. 31, 2020 USD ($) shares
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash equivalents	$ 0
Transaction Costs	13,206,613
Unrecognized tax benefits	0
Unrecognized tax benefits accrued for interest and penalties	0
Cash, FDIC Insured Amount	$ 250,000
Anti-dilutive securities attributable to warrants (in shares) \| shares	22,415,400

INITIAL PUBLIC OFFERING (Details) - $ / shares			4 Months Ended
INITIAL PUBLIC OFFERING (Details) - $ / shares	Nov. 17, 2020	Nov. 10, 2020	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Number of units sold			23,156,000
Purchase price, per unit			$ 10.20
Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Common shares, par value (in dollars per share)			0.0001
Class A Common Stock \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Common shares, par value (in dollars per share)			$ 0.0001
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold		22,000,000	22,000,000
Purchase price, per unit			$ 10.00
Initial Public Offering \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit	0.5
Exercise price of warrants	$ 11.50
Initial Public Offering \| Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit	1
Initial Public Offering \| Class A Common Stock \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares issuable per warrant	1
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit	$ 10.00	$ 10.00
Number of shares in a unit	1,156,000

PRIVATE PLACEMENT (Details) - USD ($)		4 Months Ended
PRIVATE PLACEMENT (Details) - USD ($)	Nov. 17, 2020	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price		$ 10,837,400
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued		10,375,000
Price of warrants	$ 1.00	$ 1.00
Aggregate purchase price	$ 12,022,400	$ 10,375,000
Number of shares per warrant	462,400
Exercise price of warrant	$ 1.00	$ 11.50
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued		10,837,400
Price of warrants		$ 1.00
Aggregate purchase price		$ 10,375,000

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)			4 Months Ended
	Nov. 06, 2020	Aug. 26, 2020	Dec. 31, 2020
Related Party Transaction [Line Items]
Repayment of promissory note - related party			$ 95,657
Promissory Note with Related Party
Related Party Transaction [Line Items]
Proceeds from Related Party Advances		$ 300,000
Repayment of promissory note - related party			95,657
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month	$ 10,000
Expenses incurred and paid			14,450
Related Party Loans
Related Party Transaction [Line Items]
Loan conversion agreement warrant			$ 1,500,000
Price of warrant			$ 1.00

COMMITMENTS (Details)	4 Months Ended
COMMITMENTS (Details)	Dec. 31, 2020 USD ($) item $ / shares
COMMITMENTS
Maximum number of demands for registration of securities \| item	3
Deferred fee per unit \| $ / shares	$ 0.35
Aggregate deferred underwriter fee payable \| $	$ 8,104,600

STOCKHOLDERS' EQUITY - Preferred Stock Shares (Details)	Dec. 31, 2020 $ / shares shares
STOCKHOLDERS' EQUITY
Preferred shares, shares authorized	1,000,000
Preferred stock, par value, (per share) \| $ / shares	$ 0.0001
Preferred shares, shares issued	0
Preferred shares, shares outstanding	0

INCOME TAX (Details) - DEFERRED TAX	Dec. 31, 2020 USD ($)
Deferred tax asset (liability)
Organizational/Start-up costs	$ 24,416
Net operating loss carryforward	10,449
Unrealized gain on marketable securities	(193)
Total deferred tax assets, net	34,672
Valuation Allowance	$ (34,672)

INCOME TAX - Tax Provision - (Details)	4 Months Ended
INCOME TAX - Tax Provision - (Details)	Dec. 31, 2020 USD ($)
INCOME TAX
Deferred	$ (34,672)
Change in valuation allowance	34,672
Income tax provision	$ 0.0

INCOME TAX (Details)	4 Months Ended
INCOME TAX (Details)	Dec. 31, 2020 USD ($)
INCOME TAX
Statutory federal income tax rate	$ 21.0
State taxes, net of federal tax benefit	0.00%
Change in valuation allowance	(21.0)
Income tax provision	$ (0.0)

INCOME TAX - Additional Information (Details)	4 Months Ended
INCOME TAX - Additional Information (Details)	Dec. 31, 2020 USD ($)
INCOME TAX
Net operating loss carryover	$ 49,757
Change in valuation allowance	$ 34,672

FAIR VALUE MEASUREMENTS (Details)	Dec. 31, 2020 USD ($)
Assets:
Marketable securities held in Trust Account	$ 236,215,089
Level 1 \| Recurring
Assets:
Marketable securities held in Trust Account	236,214,150
U.S. Treasury Securities
Assets:
Marketable securities held in Trust Account	236,214,150
Cash
Assets:
Marketable securities held in Trust Account	$ 939