0001564590-21-015863 | 10-K | XBRL Viewer | East Resources Acquisition Co

Document and Entity Information - USD ($)	7 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2020	Mar. 25, 2021	Jun. 30, 2020
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Registrant Name	East Resources Acquisition Company
Entity Central Index Key	0001814287
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Public Float			$ 0
Entity Shell Company	true
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity File Number	001-39403
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1210472
Entity Address, Address Line One	7777 NW Beacon Square Boulevard
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33487
City Area Code	561
Local Phone Number	826-3620
Document Annual Report	true
Document Transition Report	false
Class A common stock
Document Information [Line Items]
Entity Common Stock Shares Outstanding		34,500,000
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	ERES
Security Exchange Name	NASDAQ
Class A common stock \| 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 warrant
Trading Symbol	ERESU
Security Exchange Name	NASDAQ
Class A common stock \| Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	ERESW
Security Exchange Name	NASDAQ
Class B common stock
Document Information [Line Items]
Entity Common Stock Shares Outstanding		8,625,000

BALANCE SHEET	Dec. 31, 2020 USD ($)
Current Assets
Cash	$ 589,685
Prepaid expenses	234,750
Total Current Assets	824,435
Marketable securities held in Trust Account	345,026,104
TOTAL ASSETS	345,850,539
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities - accrued expenses	141,315
Deferred underwriting payable	12,075,000
Total Liabilities	12,216,315
Commitments
Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding
Additional paid-in capital	5,449,582
Accumulated deficit	(450,605)
Total Stockholders’ Equity	5,000,004
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	345,850,539
Class A common stock
LIABILITIES AND STOCKHOLDERS’ EQUITY
Redemption value	328,634,220
Stockholders’ Equity
Common stock value	164
Total Stockholders’ Equity	164
Class B common stock
Stockholders’ Equity
Common stock value	863
Total Stockholders’ Equity	$ 863

BALANCE SHEET (Parenthetical)	Dec. 31, 2020 $ / shares shares
Preferred stock, par value \| $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Class A common stock
Common stock, par value \| $ / shares	$ 0.0001
Common stock, shares authorized	200,000,000
Common stock, shares, issued	1,636,578
Common stock, shares, outstanding	1,636,578
Redemption stock	32,863,422
Class B common stock
Common stock, par value \| $ / shares	$ 0.0001
Common stock, shares authorized	20,000,000
Common stock, shares, issued	8,625,000
Common stock, shares, outstanding	8,625,000

CONDENSED STATEMENT OF OPERATIONS	7 Months Ended
CONDENSED STATEMENT OF OPERATIONS	Dec. 31, 2020 USD ($) $ / shares shares
Formation and operating costs	$ 476,742
Loss from operations	(476,742)
Other income:
Interest earned - bank	33
Interest earned on marketable securities held in Trust Account	26,104
Other income	26,137
Loss before provision for income taxes	(450,605)
Net loss	$ (450,605)
Class A Common to Redemption
Other income:
Basic and diluted weighted average shares outstanding \| shares	32,098,782
Basic and diluted net loss per share \| $ / shares	$ 0.00
Non-redeemable Preferred Stock
Other income:
Basic and diluted weighted average shares outstanding \| shares	9,251,082
Basic and diluted net loss per share \| $ / shares	$ (0.05)

STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY - 7 months ended Dec. 31, 2020 - USD ($)	Total	Class A common stock	Class B common stock	Additional Paid-in Capital	Accumulated Deficit
Balance at May. 21, 2020
Balance, shares at May. 21, 2020
Issuance of Class B common stock to Sponsor	25,000		$ 863	24,137
Issuance of Class B common stock to Sponsors, shares			8,625,000
Sale of 34,500,000 Units, net of underwriting discounts	$ 325,159,829	$ 3,450		325,156,379
Sale of 34,500,000 Units, net of underwriting discounts, shares	34,500,000	34,500,000
Sale of 8,900,000 Private Placement Warrants	$ 8,900,000			8,900,000
Class A common stock subject to possible redemption	(328,634,220)	$ (3,286)		(328,630,934)
Class A common stock subject to possible redemption, shares		(32,863,422)
Net loss	(450,605)				(450,605)
Balance at Dec. 31, 2020	$ 5,000,004	$ 164	$ 863	$ 5,449,582	$ (450,605)
Balance, shares at Dec. 31, 2020		1,636,578	8,625,000

STATEMENT OF CASH FLOWS	7 Months Ended
STATEMENT OF CASH FLOWS	Dec. 31, 2020 USD ($)
Cash Flows from Operating Activities:
Net loss	$ (450,605)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(26,104)
Changes in operating assets and liabilities:
Prepaid expenses	(234,750)
Accrued expenses	141,315
Net cash used in operating activities	(570,144)
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 issuance of Class B common stock to Sponsor	25,000
Proceeds from sale of Units, net of underwriting discounts paid	338,100,000
Proceeds from sale of Private Placement Warrants	8,900,000
Advances from related party	265,763
Repayment of advances from related party	(265,763)
Proceeds from promissory note – related party	97,126
Repayment of promissory note – related party	(97,126)
Payment of offering costs	(865,171)
Net cash provided by financing activities	346,159,829
Net Change in Cash	589,685
Cash – End of period	589,685
Non-Cash investing and financing activities:
Deferred underwriting fee payable	12,075,000
Class A common stock
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(26,104)
Non-Cash investing and financing activities:
Initial classification of Class A common stock subject to possible redemption	329,084,360
Change in value of Class A common stock subject to possible redemption	$ (450,140)

Description of Organization and Business Operations

7 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

East Resources Acquisition Company (the “Company”) is a newly organized blank check company incorporated in Delaware on May 22, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). While the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location, it intends to focus its search for a target business in the energy industry in North America. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of December 31, 2020, the Company had not commenced any operations. All activity for the period from May 22, 2020 (inception) through December 31, 2020 relates to the Company's formation, its initial public offering ("Initial Public Offering"), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on July 22, 2020. On July 27, 2020, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to East Sponsor, LLC (the “Sponsor”), generating gross proceeds of $8,000,000, which is described in Note 4.

On August 25, 2020, the underwriters exercised their over-allotment option in full, resulting in an additional 4,500,000 Units issued for total gross proceeds of $45,000,000. In connection with the underwriters’ exercise of their over-allotment option in full, the Company also consummated the sale of an additional 900,000 Private Placement Warrants at $1.00 per Private Placement Warrant, generating total proceeds of $900,000. A total of $45,000,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $345,000,000.

Transaction costs amounted to $19,840,171, consisting of $6,900,000 of underwriting fees, $12,075,000 of deferred underwriting fees and $865,171 of other offering costs.

Following the closing of the Initial Public Offering on July 27, 2020 and the exercise of the over-allotment option on August 25, 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 Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting commissions held in the Trust Account) at the time of the agreement to enter into 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 issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation of such Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“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. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive their redemption rights with respect to any such shares in connection with a stockholder vote to approve a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead may search for an alternate Business Combination. Additionally, each public stockholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company's Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares without the Company’s prior written consent.

The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination.

The Company will have until July 27, 2022 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within 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 10 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 interest earned (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), 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, dissolve and liquidate, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Proposed Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) 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 Initial Public Offering price per Unit ($10.00).

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 by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent public accountants), 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

7 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

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 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 periods.

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 primarily invest in U.S. Treasury Bills.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its shares of 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.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, "Income Taxes." Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

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 income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 26,150,000 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 income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (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, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance.

Net income (loss) per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (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 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 income (loss) per common share (in dollars, except per share amounts):

	For the Period from May 22, 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	$	26,104
Unrealized gain (loss) on marketable securities held in Trust Account
Less: interest available to be withdrawn for payment of taxes		(26,104	)
Net income attributable to Class A common stock subject to possible redemption	$	—
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		32,098,782
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.00
Non-Redeemable common stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(450,605	)
Less: Net income allocable to Class A Common stock subject to possible redemption		—
Non-Redeemable Net Loss	$	(450,605	)
Denominator: Weighted Average Non-Redeemable common stock
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		9,251,082
Basic and diluted net loss per share, Non-redeemable common stock	$	(0.05	)

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 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 accompanying 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.

Stockholders' Equity

7 Months Ended

Dec. 31, 2020

Equity [Abstract]

STOCKHOLDERS' EQUITY

NOTE 7. STOCKHOLDERS’ 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 designations, voting and other rights and preferences as may be determined from time to time by the Company's board of directors. At December 31, 2020, there were no shares of preferred stock issued or outstanding.

Class A Common Stock—The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. At December 31, 2020, there was 1,636,578 shares of Class A common stock issued and outstanding, excluding 32,863,422 shares of Class A common stock subject to possible redemption.

Class B Common Stock—The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. At December 31, 2020, there was 8,625,000 shares of Class B common stock issued and outstanding.

Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law.

The Class B common stock are identical to the shares of Class A common stock included in the Units sold in the Initial Public Offering, and holders of Class B common stock have the same stockholder rights as public stockholders, except that (i) the Class B common stock are subject to certain transfer restrictions, as described in more detail below, (ii) the Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed (A) to waive their redemption rights with respect to any Class B common stock and any Public Shares held by them in connection with the completion of a Business Combination and (B) to waive their rights to liquidating distributions from the Trust Account with respect to any Class B common stock held by them if the Company fails to complete a Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete our Business Combination within the Combination Period, (iii) the Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights and (iv) are subject to registration rights. If the Company submits a Business Combination to the public stockholders for a vote, the Sponsor has agreed to vote any Class B common stock held by it and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination.

With certain limited exceptions, the shares of Class B common stock are not transferable, assignable or salable (except to the Company’s officers and directors and other persons or entities affiliated with the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property.

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 completion of a Business Combination and (b) 12 months from the closing of the Proposed Offering. The Public Warrants will expire five years from the completion of a Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any shares of 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 with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of 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 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the issuance of 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. In addition, if the shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects to do so, the Company will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of Warrants for Cash—Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants for cash:

•

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 sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. However, the Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act.

Redemption of Warrants for Shares of Class A Common Stock—Once the warrants become exercisable, the Company may redeem the outstanding warrants for shares of Class A common stock:

•

in whole and not in part;

•

at a price equal to a number of shares of Class A common stock to be determined by reference to the agreed table set forth in the warrant agreement based on the redemption date and the “fair market value” of the Class A common stock;

•

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

•

if, and only if, the last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted per share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

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 stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company's assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 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 a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public 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 $10.00 and $18.00 per share redemption trigger prices described above adjacent to “Redemption of Warrants For Cash” and “Redemption of Warrants For Shares of Class A Common Stock” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (x) the Private Placement Warrants 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, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees and (z) the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will be entitled to registration rights. 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

7 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

INCOME TAX

NOTE 8. INCOME TAX

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

	December 31, 2020
Deferred tax assets
Net operating loss carryforward	$	20,227
Startup and organizational expenses		74,400
Total deferred tax assets		94,627
Valuation Allowance		(94,627	)
Deferred tax assets, net of allowance	$	—

The income tax provision consists of the following:

	For the Period from May 22, 2020 (Inception) Through December 31, 2020
Federal
Current	$	—
Deferred		(94,627	)
State and Local
Current		—
Deferred		—
Change in valuation allowance		94,627
Income tax provision	$	—

As of December 31, 2020, the Company had $450,605 of U.S. federal net operating loss carryovers available to offset future taxable income.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion 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 May 22, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $94,627.

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

	December 31, 2020
Statutory federal income tax rate		21.0	%
State taxes, net of federal tax benefit		0.0	%
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. The Company considers Florida to be a significant state tax jurisdiction.

- 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

7 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 9. FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 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.

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

345,026,104

- 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)

7 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

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 primarily invest in U.S. Treasury Bills.

Class A Common Stock Subject to Possible Redemption

Income Taxes

Net Loss per Common Share

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

	For the Period from May 22, 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	$	26,104
Unrealized gain (loss) on marketable securities held in Trust Account
Less: interest available to be withdrawn for payment of taxes		(26,104	)
Net income attributable to Class A common stock subject to possible redemption	$	—
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		32,098,782
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.00
Non-Redeemable common stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(450,605	)
Less: Net income allocable to Class A Common stock subject to possible redemption		—
Non-Redeemable Net Loss	$	(450,605	)
Denominator: Weighted Average Non-Redeemable common stock
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		9,251,082
Basic and diluted net loss per share, Non-redeemable common stock	$	(0.05	)

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)

7 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Calculation of Basic and Diluted Net Income (Loss) per Common Share

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

	For the Period from May 22, 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	$	26,104
Unrealized gain (loss) on marketable securities held in Trust Account
Less: interest available to be withdrawn for payment of taxes		(26,104	)
Net income attributable to Class A common stock subject to possible redemption	$	—
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		32,098,782
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.00
Non-Redeemable common stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(450,605	)
Less: Net income allocable to Class A Common stock subject to possible redemption		—
Non-Redeemable Net Loss	$	(450,605	)
Denominator: Weighted Average Non-Redeemable common stock
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		9,251,082
Basic and diluted net loss per share, Non-redeemable common stock	$	(0.05	)

Income Tax (Tables)

7 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Schedule of Net Deferred Tax Assets

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

	December 31, 2020
Deferred tax assets
Net operating loss carryforward	$	20,227
Startup and organizational expenses		74,400
Total deferred tax assets		94,627
Valuation Allowance		(94,627	)
Deferred tax assets, net of allowance	$	—

Summary of Income Tax Provision

The income tax provision consists of the following:

	For the Period from May 22, 2020 (Inception) Through December 31, 2020
Federal
Current	$	—
Deferred		(94,627	)
State and Local
Current		—
Deferred		—
Change in valuation allowance		94,627
Income tax provision	$	—

Reconciliation of Federal Income Tax Rate

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

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

Description of Organization and Business Operations - Additional Information (Details) - USD ($)			7 Months Ended
	Aug. 25, 2020	Jul. 27, 2020	Dec. 31, 2020
Description Of Organization And Business Operations [Line Items]
Sale of stock, transaction date	Aug. 25, 2020
Sale of Units, net of underwriting discounts			34,500,000
Sale of stock, price per share	$ 10.00
Sale of warrants, exercise price per share			$ 0.01
Proceeds from issuance of Class B common stock to Sponsor			$ 25,000
Total cash deposited into the Trust Account	$ 45,000,000
Aggregate proceeds held in the Trust Account	345,000,000
Transaction costs	19,840,171
Underwriting fees	6,900,000
Deferred underwriting fees	12,075,000
Other offering costs	$ 865,171
Business combination terms and description			The Company will have until July 27, 2022 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within 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 10 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 interest earned (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), 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, dissolve and liquidate, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
Percentage of redemption of company's outstanding public shares			100.00%
Maximum
Description Of Organization And Business Operations [Line Items]
Open-ended investment holding maturity period	185 days
Interest to pay for dissolution expenses			$ 100,000
Minimum
Description Of Organization And Business Operations [Line Items]
Sale of stock, price per share			$ 18.00
Percentage of initial business combination fair market value of net assets held in trust account			80.00%
Percentage of ownership required to complete business combination			50.00%
Net tangible assets required for business combination			$ 5,000,001
Class A common stock
Description Of Organization And Business Operations [Line Items]
Sale of Units, net of underwriting discounts			34,500,000
Class A common stock \| Minimum
Description Of Organization And Business Operations [Line Items]
Sale of stock, price per share			$ 10.00
Initial Public Offering
Description Of Organization And Business Operations [Line Items]
Sale of Units, net of underwriting discounts	34,500,000
Initial Public Offering \| Class A common stock
Description Of Organization And Business Operations [Line Items]
Sale of stock, transaction date		Jul. 27, 2020
Sale of Units, net of underwriting discounts		30,000,000
Sale of stock, price per share	$ 10.00	$ 10.00
Gross proceeds from issuance stock		$ 300,000,000
Private Placement Warrants
Description Of Organization And Business Operations [Line Items]
Sale of warrants	900,000	8,000,000
Sale of warrants, exercise price per share	$ 1.00	$ 1.00
Gross proceeds from sale of warrants	$ 900,000	$ 8,000,000
Over-Allotment Option
Description Of Organization And Business Operations [Line Items]
Sale of Units, net of underwriting discounts	4,500,000
Proceeds from issuance of Class B common stock to Sponsor	$ 45,000,000
Initial Public Offering and Private Placement Warrants
Description Of Organization And Business Operations [Line Items]
Aggregate proceeds held in the Trust Account	$ 345,000,000

Summary of Significant Accounting Policies - Calculation of Basic and Diluted Net Income (Loss) per Common Share (Details)	7 Months Ended
	Dec. 31, 2020 USD ($) $ / shares shares
Numerator: Earnings allocable to common stock subject to possible redemption
Net loss	$ (450,605)
Interest earned on marketable securities held in Trust Account	26,104
Numerator: Net Loss minus Net Earnings
Net loss	(450,605)
Non-Redeemable Net Loss	$ (450,605)
Denominator: Weighted Average Non-Redeemable common stock
Basic and diluted weighted average shares outstanding, Non-redeemable common stock \| shares	9,251,082
Basic and diluted net loss per share, Non-redeemable common stock \| $ / shares	$ (0.05)
Class A common stock
Numerator: Earnings allocable to common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$ 26,104
Unrealized gain (loss) on marketable securities held in Trust Account
Less: interest available to be withdrawn for payment of taxes	$ (26,104)
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding \| shares	32,098,782
Basic and diluted net loss per share \| $ / shares	$ 0.00

Related Party Transactions - Additional Information (Details)					7 Months Ended
	Aug. 25, 2020 $ / shares shares	Jul. 27, 2020 USD ($)	Jul. 24, 2020 USD ($) Affiliate	Jun. 01, 2020 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Jun. 24, 2020 USD ($)
Related Party Transaction [Line Items]
Sponsor purchased aggregate price					$ 25,000
Number of affiliates \| Affiliate			2
Fees paid under office space and administrative support services					105,161
Advances outstanding						$ 265,763
Repayments of advances from related party		$ 265,763
Promissory note outstanding						$ 300,000
Repayments of related party		$ 97,126			$ 97,126
Warrant conversion price \| $ / shares					$ 1.50
Affiliate One
Related Party Transaction [Line Items]
Monthly amount paid to affiliates of sponsor for office space and administrative support services			$ 10,000
Affiliate Two
Related Party Transaction [Line Items]
Monthly amount paid to affiliates of sponsor for office space and administrative support services			$ 10,000
Class B common stock
Related Party Transaction [Line Items]
Sponsor purchased shares \| shares				8,625,000	8,625,000
Shares issued, price per share \| $ / shares				$ 0.0001
Sponsor purchased aggregate price				$ 25,000	$ 863
Founders share subject to forfeiture \| shares				1,125,000
Percentage of issued and outstanding				20.00%
Shares exercises in period \| shares	1,125,000
Class A common stock
Related Party Transaction [Line Items]
Shares issued, price per share \| $ / shares	$ 11.50
Stockholders' equity stock split, conversion ratio				1

Stockholders' Equity - Additional Information (Details) - USD ($)	7 Months Ended
	Dec. 31, 2020	Aug. 25, 2020
Class Of Stock [Line Items]
Preferred stock, shares authorized	1,000,000
Preferred stock, par value	$ 0.0001
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common stock voting rights	one vote
Number of fractional shares issued upon exercise of public warrants	0
Public warrants exercisable period after completion of business combination	30 days
Public warrants exercisable period from closing of proposed offering	12 months
Public warrants expiration term after completion of business combination	5 years
Obligation to settle public warrant exercise	$ 0
Warrants exercisable	$ 0
Sale of warrants, exercise price per share	$ 0.01
Minimum period prior written notice of redemption to each warrant holder	30 days
Sale of stock, price per share		$ 10.00
Warrants redemption terms	the last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
Adjustment of warrant exercise price, description	the volume weighted average trading price of the Company’s shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public 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
Adjusted percentage of higher of the market value and the newly issued price for redemption of warrants for cash	100.00%
Minimum
Class Of Stock [Line Items]
Sale of stock, price per share	$ 18.00
Class A common stock
Class Of Stock [Line Items]
Common stock, shares authorized	200,000,000
Common stock, par value	$ 0.0001
Common stock, shares, issued	1,636,578
Common stock, shares, outstanding	1,636,578
Common stock subject to possible redemption	32,863,422
Common stock last sale price per share equals or exceeds as adjusted for stock splits, stock dividends, reorganizations and recapitalizations	$ 12.00
Common stock last sale price equals or exceeds as adjusted for stock splits, stock dividends, reorganizations and recapitalizations for any trading days	20 days
Common stock last sale price equals or exceeds as adjusted for stock splits, stock dividends, reorganizations and recapitalizations with in trading day period	30 days
Common stock last sale price equals or exceeds as adjusted for stock splits, stock dividends, reorganizations and recapitalizations minimum commencing period after business combination	150 days
Minimum period prior written notice of redemption to each warrant holder	30 days
Warrants redemption terms	the last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted per share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
Percentage of equity proceeds and interest.	60.00%
Adjusted percentage of higher of the market value and the newly issued price for redemption of warrants for shares of Class A common stock	180.00%
Class A common stock \| Minimum
Class Of Stock [Line Items]
Sale of stock, price per share	$ 10.00
Class A common stock \| Maximum
Class Of Stock [Line Items]
Effective issue price per share	$ 9.20
Class B common stock
Class Of Stock [Line Items]
Common stock, shares authorized	20,000,000
Common stock, par value	$ 0.0001
Common stock, shares, issued	8,625,000
Common stock, shares, outstanding	8,625,000
Common stock, conversion basis	one-for-one
Common stock transferable assignable or salable period after completion of business combination	1 year

Summary of Significant Accounting Policies - Additional Information (Details)	7 Months Ended
	Dec. 31, 2020 USD ($) shares
Summary Of Significant Accounting Policies [Line Items]
Cash equivalents	$ 0
Unrecognized tax benefits	0
Amounts accrued for interest and penalties	0
Federal Depository Insurance Coverage amount	$ 250,000
Warrants \| Common Stock
Summary Of Significant Accounting Policies [Line Items]
Antidilutive securities excluded calculation of diluted loss per share \| shares	26,150,000

Commitments - Additional Information (Details) - USD ($)	7 Months Ended
	Dec. 31, 2020	Jul. 02, 2020
Forward Purchase Agreement
Loss Contingencies [Line Items]
Maximum number of forward purchase units to be purchased by affiliate		5,000,000
Number of shares issued consists per units purchased under agreement		1
Number of warrants issued consist per units purchased under agreement		0.5
Forward Purchase Agreement \| Class A common stock
Loss Contingencies [Line Items]
Forward purchase warrants per share		$ 10.00
Maximum amount of forward purchase warrants in private placement		$ 50,000,000
Each warrant exercisable		1
Underwriting Agreement
Loss Contingencies [Line Items]
Payments to underwriters as underwriting discount	$ 6,900,000
Underwriters entitled for deferred fee	$ 12,075,000
Underwriters entitled for deferred fee per unit	$ 0.35

Income Tax - Additional Information (Details)	7 Months Ended
Income Tax - Additional Information (Details)	Dec. 31, 2020 USD ($)
Income Tax [Line Items]
Change in valuation allowance	$ 94,627
Federal
Income Tax [Line Items]
Net operating loss carryovers	$ 450,605

Fair Value Measurements - Schedule of Information about Assets that are Measured at Fair Value on a Recurring Basis and Fair Value Hierarchy of Valuation Inputs Utilized (Details)	Dec. 31, 2020 USD ($)
Fair Value Measurements, Recurring \| Level 1 \| Marketable Securities
Assets:
Marketable securities held in Trust Account	$ 345,026,104

Subsequent Events - Additional Information (Details)	Feb. 15, 2021 USD ($)
Subsequent Event
Subsequent Event [Line Items]
Loans from sponsor for working capital purposes	$ 500,000

STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY (Parenthetical)	7 Months Ended
	Dec. 31, 2020 shares
Sale of Units, net of underwriting discounts	34,500,000
Private Placement Warrants \| Warrants
Sale of warrants	8,900,000

Income Tax - Schedule of Net Deferred Tax Assets (Details)	Dec. 31, 2020 USD ($)
Deferred tax assets
Net operating loss carryforward	$ 20,227
Startup and organizational expenses	74,400
Total deferred tax assets	94,627
Valuation Allowance	$ (94,627)

Income Tax - Summary of Income Tax Provision (Details)	7 Months Ended
Income Tax - Summary of Income Tax Provision (Details)	Dec. 31, 2020 USD ($)
Income Tax Disclosure [Abstract]
Deferred	$ (94,627)
Change in valuation allowance	$ 94,627