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v3.21.1

Restatement of Previously Issued Financial Statements (Tables) | 11 Months Ended
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Dec. 31, 2020
Condensed Financial Information Disclosure [Abstract] |
Schedule of the restatement on each financial statement |
|  | As Previously Reported |  | Adjustments |  | Restated
December 31, 2020 Balance sheet at December 31, 2020 (audited): |  |  |  |  |  |  |  |  |  |  |  |
Warrant Liability |  | $ | — |  |  | $ | 10,948,000 |  |  | $ | 21,519,000 |
|  |  |  |  |  |  | 10,571,000 |  |  |  |  |
Class A common stock subject to possible redemption |  |  | 162,293,000 |  |  |  | (10,948,000 | ) |  |  | 140,774,000 |
|  |  |  |  |  |  | (10,571,000 | ) |  |  |  |
Additional paid-in capital |  |  | 5,951,000 |  |  |  | 390,000 |  |  |  | 16,912,000 |
|  |  |  |  |  |  | 10,571,000 |  |  |  |  |
Retained earnings (accumulated deficit) |  |  | (951,000 | ) |  |  | (390,000 | ) |  |  | (11,912,000 | )
|  |  |  |  |  |  | (10,571,000 | ) |  |  |  |
Statement of Operations for the Period from January 24, 2020 (inception) to December 31, 202 0 |  |  |  |  |  |  |  |  |  |  |  |
Other expense – Costs of issuance of warrants |  |  | — |  |  |  | (390,000 | ) |  |  | (390,000 | )
Other expense – Change in value of warrant liability |  |  | — |  |  |  | (10,571,000 | ) |  |  | (10,571,000 | )
Total other income (expense) |  |  | 79,000 |  |  |  | (390,000 | ) |  |  | (10,882,000 | )
|  |  |  |  |  |  | (10,571,000 | ) |  |  |  |
Net income (loss) |  |  | (951,000 | ) |  |  | (390,000 | ) |  |  | (11,912,000 | )
|  |  |  |  |  |  | (10,571,000 | ) |  |  |  |
Net income (loss) per Class B common share |  |  | (0.24 | ) |  |  | (2.73 | ) |  |  | (2.97 | )
Statement of Cash Flows for the Period from January 24, 2020 (inception) to December 31, 2020 (audited) |  |  |  |  |  |  |  |  |  |  |  |
Cost of warrant issuance included in financing activities |  |  | — |  |  |  | (390,000 | ) |  |  | (390,000 | )
Change in fair value of warrant liability |  |  | — |  |  |  | (10,571,000 | ) |  |  | (10,571,000 | )
|  | As Previously Reported |  | Adjustments |  | Restated
September 30, 2020 Balance sheet at September 30, 2 020 (unau dited): |  |  |  |  |  |  |  |  |  |  |
Warrant Liability |  | $ | — |  |  | $ | 10,948,000 |  |  | 9,468,000 |
|  |  |  |  |  |  | (1,480,000 | ) |  |  |
Class A common stock subject to possible redemption |  |  | 163,128,000 |  |  |  | 9,468,000 |  |  | 153,660,000 |
Additional paid-in capital |  |  | 5,121,000 |  |  |  | 390,000 |  |  | 4,031,000 |
|  |  |  |  |  |  | (1,480,000 | ) |  |  |
Retained earnings (accumulated deficit) |  |  | (2,000 | ) |  |  | (390,000 | ) |  | 969,000 |
|  |  |  |  |  |  | 1,480,000 |  |  |  |
Statement of Operations Three months ended September 30, 2020 (unaudited) |  |  |  |  |  |  |  |  |  |  |
Other expense – Change in value of warrant liability |  |  | — |  |  |  | 1,480,000 |  |  | 1,480,000 |
|  |  |  |  |  |  | (390,000 | ) |  | (390,000 | )
Net income (loss) |  |  | (119,000 | ) |  |  | 1,090,000 |  |  | 971,000 |
Net income (loss) per Class B common share, basic and diluted |  |  | (0.03 | ) |  |  | 0.26 |  |  | 0.23 |
|  | As Previously Reported |  | Adjustments |  | Restated
Statement of Operations for the Period from January 24, 2020 (inception) to September 30, 2020 (unaudited) |  |  |  |  |  |  |  |  |
Other income – Change in value of warrant liability |  | — |  |  | 1,480,000 |  |  | 1,480,000 |
Other income – Costs of issuance of warrants |  | — |  |  | (390,000 | ) |  | (390,000 | )
Other income (expense) |  | 26,000 |  |  | 1,190,000 |  |  | 1,116,000 |
Net income (loss) |  | (121,000 | ) |  | 1,480,000 |  |  | 969,000 |
|  |  |  |  | (390,000 | ) |  |  |
Net income (loss) per Class B common share |  | (0.03 | ) |  | 0.37 |  |  | 0.34 |
Statement of Cash Flows for the Three months ended September 30, 2020 |  |  |  |  |  |  |  |  |
Cost of warrant issuance included in financing activities |  | — |  |  | (390,000 | ) |  | (390,000 | )
Change in fair value of warrant liability |  | — |  |  | (1,480,000 | ) |  | (1,480,000 | )
Schedule of basic and diluted loss per common share |
|  | Three months Ended September 30, 2020 (As Restated) |  | For the Period From January 24, 2020 (date of inception) to September 30, 2020 (As Restated)
Net income available to Class A common stockholders: |  |  |  |  |  |  |  |
Interest income |  | $ | 26,000 |  |  | $ | 26,000 |
Less: Income and franchise taxes |  |  | (26,000 | ) |  |  | (26,000 | )
Net income attributable to Class A common stockholders |  | $ | — |  |  | $ | — |
Net income available to Class B common stockholders: |  |  |  |  |  |  |  |
Net loss |  | $ | (119,000 | ) |  | $ | (121,000 | )
Add: Change in warrant liability |  |  | 1,480,000 |  |  |  | 1,480,000 |
Less: Costs of warrant issuance |  |  | — |  |  |  | (390,000 | )
Less: amount attributable to Class A common stockholders |  |  | — |  |  |  | — |
Net (loss) attributable to Class B common stockholders |  | $ | 1,361,000 |  |  | $ | 969,000 |
Schedule of fair value hierarchy of valuation techniques |
Description |  | December 31, 2020 |  | Quoted Prices in Active Markets (L evel 1) |  | Significant Other Observable Inputs (Level 2) |  | Significant Other Unobservable Inputs (Level 3)
Warrant Liabilities: |  |  |  |  |  |  |  |  |  |  |  |
Public Warrants |  | $ | 12,851,000 |  | $ | — |  | $ | — |  | $ | 12,851,000
Private Placement Warrants |  | $ | 8,668,000 |  | $ | — |  | $ | — |  | $ | 8,668,000
Warrant liability at December 31, 2020 |  | $ | 21,519,000 |  |  |  |  |  |  |  | $ | 21,519,000
Description |  | September 30, 2020 |  | Quoted Prices in Active Markets (Level 1) |  | Significant Other Observable Inputs (Level 2) |  | Significant Other Unobservable Inputs (Level 3)
Warrant Liabilities: |  |  |  |  |  |  |  |  |  |  |  |
Public Warrants |  | $ | 5,705,000 |  | $ | — |  | $ | — |  | $ | 5,705,000
Private Placement Warrants |  | $ | 3,763,000 |  | $ | — |  | $ | — |  | $ | 3,763,000
Warrant liability at September 30, 2020 |  | $ | 9,468,000 |  |  |  |  |  |  |  | $ | 9,468,000
Schedule of quantitative information regarding Level 3 fair value measurements |
Private Placement Warrants |  | At August 4 2020 (Initial Measurement) |  | As of December 31, 2020
Stock price |  | $ | 9.62 |  |  | $ | 10.01 |
Strike price |  | $ | 11.50 |  |  | $ | 11.50 |
Term (in years) |  |  | 5.0 |  |  |  | 5.0 |
Volatility |  |  | 14.36 | % |  |  | 20.66 | %
Risk-free rate |  |  | 0.275 | % |  |  | 0.469 | %
Fair value of private placement warrants |  | $ | 0.77 |  |  | $ | 1.52 |
Public Warrants |  | At August 4 2020 (Initial Measurement) |  | As of December 31, 2020
Stock price |  | $ | 9.63 |  |  | $ | 10.01 |
Strike price |  | $ | 11.50 |  |  | $ | 11.50 |
Term (in years) |  |  | 5.0 |  |  |  | 5.0 |
Volatility |  |  | 15.00 | % |  |  | 21.0 | %
Risk-free rate |  |  | 0.275 | % |  |  | 0.469 | %
Fair value of public warrants |  | $ | 0.76 |  |  | $ | 1.49 |
Private Placement Warrants |  | At August 4 2020 (Initial Measurement) |  | As of September 30, 2020
Stock price |  | $ | 9.63 |  |  | $ | 9.75 |
Strike price |  | $ | 11.50 |  |  | $ | 11.50 |
Term (in years) |  |  | 5.0 |  |  |  | 5.0 |
Volatility – post announcement |  |  | 15.00 | % |  |  | 12.68 | %
Risk-free rate |  |  | 0.275 | % |  |  | .351 | %
Fair value of private placement warrants |  | $ | 0.77 |  |  | $ | 0.67 |
Public Warrants |  | At August 4 2020 (Initial Measurement) |  | As of September 30, 2020
Stock price |  | $ | 9.63 |  |  | $ | 9.76 |
Strike price |  | $ | 11.50 |  |  | $ | 11.50 |
Term (in years) |  |  | 5.0 |  |  |  | 5.0 |
Volatility – post announcement |  |  | 15.00 | % |  |  | 15.00 | %
Risk-free rate |  |  | 0.275 | % |  |  | .351 | %
Fair value of public warrants |  | $ | 0.77 |  |  | $ | 0.66 |
Schedule of changes in the fair value of warrant liabilities |
|  | Public |  | Private Placement |  | Warrant Liabilities
Initial measurement on August 4, 2020, pro forma for overallotment |  | $ | 6,584,000 |  | $ | 4,364,000 |  | $ | 10,948,000
Change in valuation inputs or other assumptions |  |  | 6,267,000 |  |  | 4,304,000 |  |  | 10,571,000
Fair value as of December 31, 2020 |  | $ | 12,851,000 |  | $ | 8,668,000 |  | $ | 21,519,000
|  | Public |  | Private Placement |  | Warrant Liabilities
Initial measurement on August 4, 2020, pro forma for overallotment |  | $ | 6,584,000 |  |  | $ | 4,364,000 |  |  | $ | 10,948,000 |
Change in valuation inputs or other assumptions |  |  | (879,000 | ) |  |  | (601,000 | ) |  |  | (1,480,000 | )
Fair value as of September 30, 2020 |  | $ | 5,705,000 |  |  | $ | 3,763,000 |  |  | $ | 9,468,000 |

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