0001213900-21-025625 | 10-K/A | XBRL Viewer | Falcon Capital Acquisition Corp

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Document And Entity Information - USD ($)	7 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2020	Mar. 30, 2021
Document Information Line Items
Entity Registrant Name	Falcon Capital Acquisition Corp.
Document Type	10-K/A
Current Fiscal Year End Date	--12-31
Entity Public Float	$ 363,630,000
Amendment Flag	true
Amendment Description	References throughout this Amendment No. 1 to the Annual Report on Form 10-K to “we,” “us,” the “Company” or “our company” are to Falcon Capital Acquisition Corp., unless the context otherwise indicates.This Amendment No. 1 (“Amendment No. 1”) to the Annual Report on Form 10-K/A amends the Annual Report on Form 10-K of Falcon Capital Acquisition Corp., for the year ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on March 30, 2021 (the “Original Filing”).On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to being treated as equity. Since their issuance on September 24, 2020 at the time of the Company’s initial public offering, our warrants were accounted for as equity within our balance sheet, and after discussion and evaluation, including with our independent auditors, we have concluded that our warrants should be presented as liabilities with subsequent fair value remeasurement.On May 4, 2021, the Company’s management and the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) concluded that, in light of the SEC Staff Statement, (i) certain items on the Company’s previously issued audited balance sheet dated as of September 24, 2020 included in the Company’s Current Report on Form 8-K filed September 30, 2020, (ii) the unaudited interim financial statements as of, and for the three months ended September 30, 2020 and the period from June 5, 2020 (inception) through September 30, 2020 included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2020 and (iii) the Company’s previously issued audited financial statements as of December 31, 2020 and for the period from June 5, 2020 (inception) through December 31, 2020 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “Annual Report”) (collectively, the “Affected Periods”) should no longer be relied upon and that it is appropriate to restate the Annual Report.The Company has not amended its previously filed Current Report on Form 8-K or Quarterly Report on Form 10-Q for the periods affected by the restatement. The financial information that has been previously filed or otherwise reported for these periods is superseded by the information in this Annual Report on Form 10-K, and the financial statements and related financial information contained in such previously filed reports should no longer be relied upon.Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheet and the statement of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants, based on our application of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. We reassessed our accounting for Warrants issued on September 24, 2020, in light of the SEC Staff’s published views. Based on this reassessment, we determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in our Statement of Operations each reporting period.We are filing this Amendment No. 1 to include additional risk factors under Item 1A, the Management’s Discussion and Analysis of Financial Condition and Results of Operation described in Item 7, and Financial Statements and Supplementary Data described in Item 8, which such financial data give effect to the change in accounting for the Warrants as disclosed in the Original Filing, and Item 9A, Controls and Procedures.The change in accounting for the Warrants did not have any impact on our liquidity, cash flows, revenues or costs of operating our business and the other non-cash adjustments to the Financial Statements, in all of the Affected Periods or in any of the periods included in Item 8, Financial Statements and Supplementary Data in this filing. The change in accounting for the Warrants does not impact the amounts previously reported for the Company’s cash and cash equivalents, investments held in trust account, operating expenses or total cash flows from operations for any of the Affected Periods.In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Item 1A, Risk Factors, is hereby amended to add additional risk factors, and Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operation, and Item 8, Financial Statements and Supplementary Data, of the Original Filing are hereby amended and restated in their entirety. This Amendment No. 1 should be read in conjunction with the Original Filing and with our other filings with the SEC subsequent to the Original Filing.This Amendment No. 1 does not reflect events occurring after the filing of the Original Filing, and, except as described above, does not modify or update any other disclosures in the Original Filing.
Entity Central Index Key	0001816233
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Transition Report	false
Entity File Number	001-39535
Entity Incorporation, State or Country Code	DE
Entity Interactive Data Current	Yes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		34,500,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		8,625,000

Balance Sheet	Dec. 31, 2020 USD ($)
Current assets:
Cash	$ 1,121,103
Prepaid expenses	366,500
Total current assets	1,487,603
Cash and investments held in Trust Account	345,082,119
Total Assets	346,569,722
Current liabilities:
Accounts payable and accrued expenses	292,647
Total current liabilities	292,647
Derivative warrant liabilities	40,685,669
Deferred underwriting compensation	12,075,000
Total Liabilities	53,053,316
Commitments and Contingencies
Class A common stock subject to possible redemption; 28,851,640 shares at redemption value of $10.00 per share	288,516,400
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	22,374,012
Accumulated deficit	(17,375,434)
Total Stockholders’ Equity	5,000,006
Total Liabilities and Stockholders’ Equity	346,569,722
Class A Common Stock
Stockholders’ Equity:
Common stock value	565
Total Stockholders’ Equity	565
Class B Common Stock
Stockholders’ Equity:
Common stock value	863
Total Stockholders’ Equity	$ 863

Balance Sheet (Parentheticals)	Dec. 31, 2020 $ / shares shares
Redemption value per share (in Dollars per share) \| $ / shares	$ 10.00
Preferred stock par value (in Dollars per share) \| $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Class A Common Stock
Subject to possible redemption, shares	28,851,640
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock, shares authorized	380,000,000
Common stock, shares issued	5,648,360
Common stock, shares outstanding	5,648,360
Class B Common Stock
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock, shares authorized	20,000,000
Common stock, shares issued	8,625,000
Common stock, shares outstanding	8,625,000

Statement of Operations	7 Months Ended
Statement of Operations	Dec. 31, 2020 USD ($) $ / shares shares
General and administrative expenses	$ 306,904
Loss from operations	(306,904)
Other income (expense):
Warrant issuance transaction costs	(889,980)
Change in fair market value of derivative warrant liabilities	(16,260,669)
Interest earned on Trust Account	82,119
Loss before provision for income taxes	(17,375,434)
Provision for income taxes
Net loss	$ (17,375,434)
Class A common stock
Other income (expense):
Weighted average shares outstanding (in Shares) \| shares	34,500,000
Net income per share of common stock, basic and diluted (in Dollars per share) \| $ / shares
Class B common stock
Other income (expense):
Weighted average shares outstanding (in Shares) \| shares	8,030,048
Net income per share of common stock, basic and diluted (in Dollars per share) \| $ / shares	$ (2.16)

Statement of Changes In Stockholders’ Equity - 7 months ended Dec. 31, 2020 - USD ($)	Class A Common Stock	Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Jun. 05, 2020
Balance (in Shares) at Jun. 05, 2020
Balance at Dec. 31, 2020	$ 565	$ 863	22,374,012	(17,375,434)	5,000,006
Balance (in Shares) at Dec. 31, 2020	5,648,360	8,625,000
Issuance of common stock to initial stockholder at approximately $0.0001 per share		$ 863	24,137		25,000
Issuance of common stock to initial stockholder at approximately $0.0001 per share (in Shares)		8,625,000
Sale of units in initial public offering, less fair value of public warrants	$ 3,450		329,471,550		329,475,000
Sale of units in initial public offering, less fair value of public warrants (in Shares)	34,500,000
Underwriters’ discount and offering expenses			(18,608,160)		(18,608,160)
Class A common stock subject to possible redemption	$ (2,885)		(288,513,515)		(288,516,400)
Class A common stock subject to possible redemption (in Shares)	(28,851,640)
Net loss				$ (17,375,434)	$ (17,375,434)

Statement of Changes In Stockholders’ Equity (Parentheticals)	7 Months Ended
	Dec. 31, 2020 $ / shares
Statement of Stockholders' Equity [Abstract]
Issuance of common stock to initial shareholder per share	$ 0.0001

Statement of Cash Flows	7 Months Ended
Statement of Cash Flows	Dec. 31, 2020 USD ($)
Cash flows from operating activities:
Net loss	$ (17,375,434)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative warrant liability	16,260,669
Warrant issuance transaction costs	889,980
Trust income reinvested in Trust Account	(82,119)
Changes in operating assets and liabilities:
Prepaid expenses	(366,500)
Accounts payable and accrued expenses	292,647
Net cash used in operating activities	(380,757)
Cash flows from investing activities:
Principal deposited in Trust Account	(345,000,000)
Net cash used in investing activities	(345,000,000)
Cash flows from financing activities:
Proceeds from private placement of warrants	8,900,000
Proceeds from sale of units in initial public offering	345,000,000
Payment of underwriters’ discount	(6,900,000)
Payment of offering costs	(498,140)
Advances received from Promissory note	105,393
Repayment of advances received from Promissory note	(105,393)
Net cash provided by financing activities	346,501,860
Net increase in cash	1,121,103
Cash at beginning of period
Cash at end of period	1,121,103
Supplemental disclosure of non-cash investing and financing activities:
Deferred underwriting compensation	12,075,000
Warrant liabilities in connection with initial public offering and private placement	26,857,668
Initial value of Class A common stock subject to possible redemption	302,568,500
Changes in value of Class A common stock subjection to redemption	(14,052,100)
Offering costs paid by sponsor in exchange for founder shares	$ 25,000

Organization and Business Operations

7 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Organization and Business Operations

1. Organization and Business Operations

Incorporation

Falcon Capital Acquisition Corp. (the “Company”) was incorporated as a Delaware corporation on June 5, 2020.

Sponsor

The Company’s sponsor is Falcon Equity Investors LLC, a Delaware limited liability company (the “Sponsor”).

Fiscal Year End

The Company has selected December 31 as its fiscal year end.

Business Purpose

The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses (“Business Combination”).

Financing

The registration statement for the Company’s initial public offering (the “Public Offering”) (as described in Note 4) was declared effective by the United States Securities and Exchange Commission (the “SEC”) on September 21, 2020. The Company consummated the Public Offering on September 24, 2020, and, simultaneously with the closing of the Public Offering, the Sponsor purchased an aggregate of 5,933,334 warrants in a private placement (as described in Note 5) for a total purchase price of approximately $8,900,000. The closing of the Public Offering included an exercise (4,500,000 units) of the over-allotment option granted to the underwriters in full.

Upon the closing of the Public Offering and the private placement, $345,000,000 was placed in a Trust Account with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”).

Trust Account

The Trust Account can be invested in permitted United States “government securities” within the meaning of Section 2(a) (16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations.

The Company’s Charter provides that, other than the withdrawal of interest earned on the funds that may be released to the Company to pay taxes, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any of the common stock included in the Units sold in the Public Offering properly tendered in connection with a stockholder vote to amend the Company’s certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the common stock included in the Units sold in the Public Offering if the Company does not complete the Business Combination by September 24, 2022 or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity or (iii) the redemption of 100% of the common stock included in the Units sold in the Public Offering if the Company is unable to complete a Business Combination by September 24, 2022.

The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay taxes, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to commencement of the tender offer, including interest earned on the funds held in the trust account and not previously released to us to pay taxes. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the 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.

If the Company holds a stockholder vote in connection with a Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the Trust Account but not previously released to the Company to pay taxes. As a result, such common stock will be recorded at redemption amount and classified as temporary equity upon the completion of the Proposed Offering, in accordance with FASB, ASC 480, “Distinguishing Liabilities from Equity.”

The Company will only have until September 24, 2022 to complete its initial Business Combination. If the Company does not complete a Business Combination by September 24, 2022, it will (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares for a per share pro rata portion of the Trust Account, including interest, but less income taxes payable (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The Sponsor and the Company’s executive officers and independent director nominees (the “initial stockholders”) entered into a letter agreement with us, pursuant to which they have waived their rights to participate in any redemption with respect to their Founder Shares (as defined below); however, if the initial stockholders or any of the Company’s officers, directors or affiliates acquire shares of common stock in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination by September 24, 2022. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Public Offering.

Emerging Growth Company

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 an 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 accountant standards used.

Liquidity

As of December 31, 2020, the Company had $1,121,103 in its operating bank accounts, working capital of $1,194,956, and $82,119 of interest income available in the Trust Account to pay for the Company’s tax obligations, if any. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans.

Prior to the completion of the Public Offering, the Company’s liquidity needs have been satisfied through an advance of $25,000 from the Sponsor to cover for certain offering costs in exchange for the issuance of the Founder Shares and a $300,000 promissory note (the “Note”) issued to the Sponsor. The Company fully repaid the Note on September 28, 2020. Subsequent to the consummation of the Public Offering and Private Placement, the Company’s liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with the Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of December 31, 2020, there were no amounts outstanding under any Working Capital Loan.

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, paying for travel expenditures, and structuring, negotiating and consummating the Business Combination.

Restatement of Previously Issued Financial Statements

7 Months Ended

Dec. 31, 2020

Condensed Financial Information Disclosure [Abstract]

Restatement of Previously Issued Financial Statements

2. Restatement of Previously Issued Financial Statements

In April 2021, the Company concluded that, because of a misapplication of the accounting guidance related to its Public and Private Placement warrants the Company issued in August 2020, the Company’s previously issued financial statements for the Affected Periods should no longer be relied upon. As such, the Company is restating its financial statements for the Affected Periods included in this Annual Report.

On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance on September 24, 2020, the Company’s warrants were accounted for as equity within the Company’s previously reported balance sheets, and after discussion and evaluation, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement.

Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants, based on our application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40”). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. The Company reassessed its accounting for Warrants issued on September 24, 2020, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company’s Statement of Operations each reporting period.

On May 4, 2021, the Company’s management and the Audit Committee concluded that, in light of the SEC Staff Statement, (i) certain items on the Company’s previously issued audited balance sheet dated as of September 24, 2020 included in the Company’s Current Report on Form 8-K filed September 30, 2020, (ii) the unaudited interim financial statements as of, and for the three months ended September 30, 2020 and the period from June 5, 2020 (inception) through September 30, 2020 included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2020 and (iii) the Company’s previously issued audited financial statements as of December 31, 2020 and for the period from June 5, 2020 (inception) through December 31, 2020 included in the Company’s Annual Report should no longer be relied upon and that it is appropriate to restate the Annual Report.

Impact of the Restatement

The impact of the restatement on the balance sheet, statement of operations and cash flows for the Affected Periods is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities.

	As of December 31, 2020
	As Previously Reported			Restatement Adjustment			As Restated

Balance Sheet
Total assets	$	346,569,722		$	-		$	346,569,722

Liabilities, redeemable non-controlling interest, and stockholders’ equity
Total current liabilities		292,647						292,647
Deferred underwriting commissions		12,075,000						12,075,000
Derivative warrant liabilities		-			40,685,669			40,685,669
Total liabilities		12,367,647			40,685,669			53,053,316
Class A common stock, $0.0001 par value; shares subject to possible redemption		329,202,070			(40,685,670	)		288,516,400
Stockholders’ equity
Preferred stock 0 $0.0001 par value		-			-			-
Class A common stock - $0.0001 par value		158			407			565
Class B common stock - $0.0001 par value		863			-			863
Additional paid-in-capital		5,223,769			17,150,243			22,374,012
Accumulated deficit		(224,785	)		(17,150,649	)		(17,375,434	)
Total stockholders’ equity		5,000,005			1			5,000,006
Total liabilities and stockholders’ equity	$	346,569,722		$	-		$	346,569,722

	Period from June 5, 2020 (inception) through December 31, 2020
	As Previously Reported			Restatement Adjustment			As Restated
Statement of Operations
Loss from operations	$	(306,904	)	$	-		$	(306,904	)
Other income (expense):
Warrant issuance transaction costs		-			(889,980	)		(889,980	)
Change in fair value of derivative warrant liabilities		-			(16,260,669	)		(16,260,669	)
Interest earned on Trust Account		82,119			-			82,119
Total other income (expense)		82,119			(17,150,649	)		(17,068,530	)
Loss before provision for income taxes		(224,785	)		(17,150,649	)		(17,375,434	)
Provision for income taxes		-			-			-
Net loss	$	(224,785	)	$	(17,150,649	)	$	(17,375,434	)

Weighted average shares outstanding of Class A common stock		34,500,000			-			34,500,000
Net income per share of common stock, Class A - basic and diluted	$	-			-		$	-

Weighted average shares outstanding of Class B common stock		8,030,048			-			8,030,048
Net loss per share of common stock, Class B - basic and diluted	$	(0.03	)				$	(2.16	)

	Period from June 5, 2020 (inception) through December 31, 2020
	As Previously Reported			Restatement Adjustment			As Restated
Statement of Cash Flows
Net loss	$	(224,785	)	$	(17,150,649	)	$	(17,375,434	)
Adjustment to reconcile net loss to net cash used in operating activities		(155,972	)		17,150,649			16,994,677
Net cash used in operating activities		(380,757	)		-			(380,757	)
Net cash used in investing activities		(345,000,000	)		-			(345,000,000	)
Net cash provided by financing activities		346,501,860			-			346,501,860
Net change in cash	$	1,121,103		$	-		$	1,121,103

The impact to the balance sheet dated September 24, 2020, filed on Form 8-K on September 30, 2020 related to the impact of accounting for public and private warrants as liabilities at fair value resulted in a $26,857,668 increase to the warrant liabilities line item on September 24, 2020 and a decrease to the Class A common stock subject to redemption mezzanine equity line item.

Impact of the Restatement on Quarterly Financial Statements (Unaudited)

The following tables contain unaudited quarterly financial information for the quarterly period ended September 30, 2020 that has been updated to reflect the restatement and revision of the Company’s financial statements as described in Note 2—Restatement of Previously Issued Financial Statements. The restatement and revision had no impact net loss, net cash flows from operating, investing or financing activities. The Company has not amended its previously filed Quarterly Report on Form 10-Q for the Affected Period. The financial information that has been previously filed or otherwise reported for the Affected Period is superseded by the information in this Annual Report, and the financial statements and related financial information for the Affected Period contained in such previously filed report should no longer be relied upon.

	As of September 30, 2020
	As Previously Reported			Restatement Adjustment			As Restated
Balance Sheet
Total assets	$	346,748,913		$	-		$	346,748,913

Liabilities, redeemable non-controlling interest and stockholders’ equity
Total current liabilities		324,077						324,077
Deferred underwriting commissions		12,075,000						12,075,000
Derivative warrant liabilities		-			28,942,335			28,942,335
Total liabilities		12,399,077			28,942,335			41,341,412
Class A common stock, $0.0001 par value; shares subject to possible redemption		329,349,830			(28,942,330	)		300,407,500
Stockholders’ equity
Preferred stock 0 $0.0001 par value		-			-			-
Class A common stock - $0.0001 par value		157			289			446
Class B common stock - $0.0001 par value		863			-			863
Additional paid-in-capital		5,076,010			5,407,021			10,483,031
Accumulated deficit		(77,024	)		(5,407,315	)		(5,484,339	)
Total stockholders’ equity		5,000,006			(5	)		5,000,001
Total liabilities and stockholders’ equity	$	346,748,913		$	-		$	346,748,913

	Period from June 5, 2020 (inception) through September 30, 2020
	As Previously Reported			Restatement Adjustment			As Restated
Statement of Operations
Loss from operations	$	(78,788	)	$	-		$	(78,788	)
Other income (expense):
Warrant issuance costs		-			(889,980	)		(889,980	)
Change in fair value of derivative warrant liabilities		-			(4,517,335	)		(4,517,335	)
Interest earned on Trust Account		1,764			-			1,764
Total other income (expense)		1,764			(5,407,315	)		(5,405,551	)
Loss before provision for income taxes		(77,024	)		(5,407,315	)		(5,484,339	)
Provision for income taxes		-			-			-
Net loss	$	(77,024	)	$	(5,407,315	)	$	(5,484,339	)

Weighted average shares outstanding of Class A common stock		34,500,000			-			34,500,000
Net income per share of common stock, Class A - basic and diluted	$	-			-		$	-

Weighted average shares outstanding of Class B common stock		8,625,000			-			8,625,000
Net loss per share of common stock, Class B - basic and diluted	$	(0.01	)				$	(0.64	)

	Period from June 5, 2020 (inception) through September 30, 2020
	As Previously Reported			Restatement Adjustment			As Restated
Statement of Cash Flows
Net loss	$	(77,024	)	$	(5,407,315	)	$	(5,484,339	)
Adjustment to reconcile net loss to net cash used in operating activities		32,842			5,407,315			5,440,157
Net cash used in operating activities		(44,182	)		-			(44,182	)
Net cash used in investing activities		(345,000,000	)		-			(345,000,000	)
Net cash provided by financing activities		346,503,715			-			346,503,715
Net change in cash	$	1,459,533		$	-		$	1,459,533

Significant Accounting Policies

7 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Significant Accounting Policies

3. Significant Accounting Policies

Basis of Presentation

The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the SEC.

As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the Affected Periods, are restated in this Annual Report on Form 10-K/A (Amendment No. 1) to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited and unaudited condensed financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion.

Net Income (Loss) Per Share

Net income (loss) per share of common stock is computed by dividing net income (loss) applicable to stockholders 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 Public Offering (including the over-allotment) and private placement warrants to purchase approximately 11,500,000 and 5,933,334 shares of the Company’s Class A common stock, respectively, in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method.

The Company’s statement of operations includes a presentation of net income (loss) per share for common shares subject to redemption in a manner similar to the two-class method of net income (loss) per share. Net income (loss) per common share for basic and diluted Class A common stock for the period from June 5, 2020 (inception) through December 31, 2020, is calculated by dividing the interest income earned on the Trust Account of $82,119, net of franchise taxes of $82,119, and income taxes of nil by the weighted average number of Class A redeemable common stock since issuance. Net loss per share, basic and diluted for Class B common stock for the period from June 5, 2020 (inception) through December 31, 2020 is calculated by dividing the general and administration expenses of $201,897, warrant issuance transaction costs of $889,980, change in fair value of derivative warrant liabilities of $16,260,669 and franchise taxes of $22,889, resulting in a net loss of approximately $17,375,434, by the weighted average number of Class B common stock outstanding for the period.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

As of December 31, 2020, the carrying values of cash, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 90 days. The fair value of investments held in Trust Account is determined using quoted prices in active markets.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs of $18,608,160 as of December 31, 2020, net of $889,980 in warrant issuance transaction cost of which was expensed, consist principally of legal and accounting fees incurred through the balance sheet date that were charged to stockholders’ equity upon completion of the Public Offering.

Derivative Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The 11,500,000 Public Warrants (as defined below) and 5,933,334 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Public Offering have subsequently been measured based on the listed market price of such warrants.

Redeemable Common Stock

As discussed in Note 1, all of the 34,500,000 shares of Class A common stock sold as parts of the Units in the Public Offering contain a redemption feature which allows for the redemption of Class A common stock under the Company’s Charter. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its Charter provide that 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.

The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A common stock shall be affected by charges against additional paid in capital.

Accordingly, at December 31, 2020, 28,851,640 shares of the 34,500,000 shares of Class A common stock included in the Units were classified outside of permanent equity.

Income Taxes

The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC, 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.

There were no unrecognized tax benefits as of December 31, 2020. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at 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.

The provision for income taxes was deemed to be de minimis for the period from June 5, 2020 (inception) through December 31, 2020.

Warrant Liability

The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet in accordance with ASC 815-40. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital.

Recent Accounting Pronouncements

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

Public Offering

7 Months Ended

Dec. 31, 2020

Public Offering [Abstract]

Public Offering

4. Public Offering

On September 24, 2020, the Company sold 34,500,000 units at a price of $10.00 per unit (the “Units”) in the Public Offering. Each Unit consists of one share of Class A common stock of the Company, $0.0001 par value per share (the “Public Shares”), and one-third of one redeemable warrant to purchase one share of Class A common stock (the “Public Warrants”). The closing of the Public Offering included an exercise in full of the overallotment option granted to the underwriters.

Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. No fractional shares will be issued upon exercise of the Public Warrants. If, upon exercise of the Public Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of Class A common stock to be issued to the Public Warrant holder. Each Public Warrant will become exercisable on the later of 30 days after the completion of the Company’s Business Combination or 12 months from the closing of the Public Offering. However, if the Company does not complete a Business Combination on or prior to the 24-month period allotted to complete the Business Combination, the Public Warrants will expire at the end of such period. Under the terms of a warrant agreement between the Company and Continental Stock Transfer & Trust Company, as warrant agent, the Company has agreed to, following the completion of the Company’s Business Combination, use its best efforts to file a new registration statement under the Securities Act for the registration of the Class A common stock issuable upon exercise of the Public Warrants. If the Company is unable to deliver registered Class A common stock to the holder upon exercise of Public Warrants issued in connection with the 34,500,000 Units during the exercise period, there will be no net cash settlement of these Public Warrants and the Public Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement.

The Company paid an upfront underwriting discount of $6,900,000 ($0.20 per Unit sold) in the aggregate to the underwriters at the closing of the Public Offering, with an additional fee (the “Deferred Discount”) equal to $12,075,000 ($0.35 per Unit sold) to become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes a Business Combination. The underwriters are not entitled to any interest accrued on the Deferred Discount.

Related Party Transactions

7 Months Ended

Dec. 31, 2020

Related Party Transactions

5. Related Party Transactions

Founder Shares

On June 5, 2020, the Sponsor purchased an aggregate of 8,625,000 shares of Class B common stock (the “Founder Shares”) in exchange for a capital contribution of $25,000, or approximately $0.003 per share.

On August 26, 2020, the Sponsor transferred 20,000 Founder Shares to three of the directors, resulting in the Sponsor holding 8,565,000 Founder Shares.

The Founder Shares are identical to the Public Shares except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below.

The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or earlier if, subsequent to the Company’s initial Business Combination, the closing price of the Company’s shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property (the “Lock Up Period”).

Anti-Dilution — The Founder Shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the Business Combination and any Private Placement Warrants issued to the Sponsor or the Company’s officers or directors upon conversion of working capital loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Rights — The Founder Shares are identical to the Public Shares except that (i) the Founder Shares are subject to certain transfer restrictions, as described above, and (ii) the initial stockholders 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 Founder Shares and Public Shares they hold in connection with the completion of the Business Combination, (B) to waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with a stockholder vote to approve an amendment to the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company has not consummated a Business Combination within 24 months from the closing of the Public Offering, or September 24, 2022, or with respect to any other material provisions relating to stockholders’ rights or pre-Business Combination activity and (C) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete the Business Combination within 24 months from the closing of the Public Offering, or September 24, 2022, 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 a Business Combination within such time period, and (iii) the Founder Shares are automatically convertible into Class A common stock concurrently with or immediately following the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described herein and in the Company’s Charter.

Voting — If the Company seeks stockholder approval of a Business Combination, the initial stockholders have agreed to vote their Founder Shares and any Public Shares purchased during or after the Public Offering in favor of the Business Combination.

Liquidation — Although the initial stockholders and their permitted transferees have waived their redemption rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the prescribed time frame, they will be entitled to redemption rights with respect to any Public Shares they may own.

Private Placement Warrants

The Sponsor purchased from the Company 5,933,334 warrants at a price of $1.50 per warrant (an aggregate purchase price of $8,900,000) in a private placement that occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. The Private Placement Warrants (including the shares of Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination, and they will be non-redeemable so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers of the Private Placement Warrants 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. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants and have no net cash settlement provisions.

If the Company does not complete a Business Combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the Private Placement Warrants will expire worthless.

Registration Rights

The initial stockholders will be entitled to registration rights pursuant to a registration rights agreement signed on September 21, 2020. The initial stockholders will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Related Party Loans

The Sponsor agreed to loan the Company up to an aggregate of $300,000 by the issuance of an unsecured promissory note (the “Note”) to cover expenses related to the Public Offering. When issued, these loans were payable without interest on the earlier of December 31, 2020 or the completion of the Public Offering. For the period from June 5 (inception) through December 31, 2020, borrowings on the Note totaling $105,393 were repaid in full and accordingly, as of December 31, 2020, there was no amount outstanding under this Note.

Administrative Services

The Company will reimburse an affiliate of the Sponsor for office space, secretarial and administrative services provided to members of the Company’s management team in an amount not to exceed $15,000 per month. The administrative services fee commenced on September 25, 2020. For the period from June 5, 2020 (inception) through December 31, 2020, the Company incurred and paid $48,000 and $60,000, respectively, under this agreement. As of December 31, 2020, $12,000 is included in prepaid expenses in the accompanying balance sheet. Upon completion of a Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

Working Capital Loans

In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. Up to $1,500,000 of such loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. There have been no borrowings under this arrangement to date.

Fair Value Measurements

7 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Fair Value Measurements

6. Fair Value Measurements

The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Public Offering have been measured based on the listed market price of such warrants since November 2020. For the period ended December 31, 2020, the Company recognized a charge to the statement of operations resulting from an increase in the fair value of liabilities of $16,260,669 presented as change in fair value of derivative warrant liabilities in the accompanying statement of operations.

The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy:

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account\—U.S. Treasury Securities ⁽¹⁾	$	345,087,325	$	—	$	—
Liabilities:
Derivative warrant liabilities - Public Warrants (restated)	$	24,725,000	$	—	$	—
Derivative warrant liabilities - Private Placement Warrants (restated)	$	—	$	—	$	15,960,669

(1)

Excludes $943 of cash balance held within the Trust Account.

The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates:

	At issuance			As of December 31, 2020
Exercise price	$	11.50		$	11.50
Stock price	$	9.81		$	10.54
Volatility for public warrants		22.50	%		N/A	%
Volatility for private warrants		27.70	%		30.30	%
Term		5.50			5.50
Risk-free rate		0.32	%		0.43	%
Dividend yield		-	%		-	%

The change in the fair value of the Level 3 derivative warrant liabilities for the period ended December 31, 2020 is summarized as follows:

Level 3 Derivative warrant liabilities at June 5, 2020 (inception)	$	-
Issuance of Public and Private Warrants		26,857,668
Change in fair value of derivative warrant liabilities		13,828,001
Transfer of public warrant liability to Level 1⁽¹⁾		(24,725,000	)

Level 3 Derivative warrant liabilities at December 31, 2020	$	15,960,669

(1)

Due to the use of quoted prices in an active market for Public Warrants as of December 31, 2020, the Company had transfers out of Level 3 to Level 1 amounting to $24,725,000 as of December 31, 2020. The Company deems the transfer between levels to have occurred at the end of the period.

- 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

Stockholders’ Equity

7 Months Ended

Dec. 31, 2020

Stockholders' Equity Note [Abstract]

Stockholders’ Equity

7. Stockholders’ Equity

Class A Common Stock - The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of December 31, 2020, there were 34,500,000 shares of Class A common stock issued and outstanding of which 28,851,640 were classified outside of permanent equity.

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. Holders of the Company’s Class B common stock are entitled to one vote for each share. As of December 31, 2020, there were 8,625,000 shares of Class B common stock issued and outstanding.

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

Commitments and Contingencies

7 Months Ended

Dec. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

8. Commitments and Contingencies

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Contingent Liability

In connection with the agreement and plan of merger with Sharecare, Inc. (see note 9), the Company is contingently liable for merger and acquisition legal fees of $3,442,381. The merger and acquisition legal fees will be due and payable from the amounts held in the Trust Account solely in the event that the Company completes the business combination with Sharecare.

Subsequent Events

7 Months Ended

Dec. 31, 2020

Subsequent Events [Abstract]

Subsequent Events

9. Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Business Combination

On February 10, 2021, the board of directors of the Company unanimously approved an agreement and plan of merger, dated February 12, 2021, by and among the Company, FCAC Merger Sub Inc., a wholly-owned subsidiary of the Company (“Merger Sub”), Sharecare, Inc. (“Sharecare”), and Colin Daniel, solely in his capacity as representative of the Sharecare stockholders (the “Stockholder Representative”) (as may be amended and/or restated from time to time, the “Merger Agreement”). If the Merger Agreement is adopted by the Company’s stockholders and the transactions under the Merger Agreement are consummated, Merger Sub will merge with and into Sharecare, after which the separate corporate existence of Merger Sub will cease and Sharecare will survive the merger as a wholly-owned subsidiary of the Company (the “Business Combination”). In addition, in connection with the consummation of the Business Combination, the Company will be renamed “Sharecare, Inc.” and is referred to herein as “New Sharecare” as of the time following such change of name.

Sharecare, Inc. is a leading digital healthcare company that helps members consolidate and manage various components of their health in one place, regardless of where they are on their health journey.

Under the Merger Agreement, holders of Sharecare’s equity interests are expected to receive $3.79 billion in aggregate consideration. At the effective time of the Business Combination, Sharecare’s stockholders will have the right to receive consideration in the form of cash and shares of common stock of New Sharecare, subject to proration under certain circumstances specified in the Merger Agreement. In addition, under the Merger Agreement, at the effective time of the Business Combination, (i) each option to purchase shares of the Sharecare common stock granted under any Sharecare group stock plan that is outstanding and unexercised immediately prior to the effective time, whether or not then vested or exercisable, will be assumed by New Sharecare and shall be converted into an option to purchase shares of New Sharecare, (ii) each holder of Sharecare options entitled to receive New Sharecare options will also receive an additional number of contingent stock options to acquire shares of New Sharecare common stock that will vest upon the earlier of the date set forth in the corresponding New Sharecare options and, in each case with respect to one half of the additional contingent stock options, the achievement of the Earnout Conditions (as defined below), and (iii) each warrant to purchase shares of Sharecare capital stock will be converted into the right to receive a number of shares of New Sharecare common stock, in each case as further described under the Merger Agreement.

Additional information regarding Sharecare, the Business Combination and the transactions is available in the preliminary proxy statement/prospectus filed with the SEC on February 16, 2021.

Subsidiary

On February 1, 2021, in connection with the proposed business combination with Sharecare, Inc., a Delaware corporation (“Sharecare”) and Colin Daniel, solely in his capacity as representative of the Sharecare stockholders (the “Stockholder Representative”), the Company formed a wholly-owned subsidiary, FCAC Merger Sub Inc., a Delaware corporation (“Merger Sub”). The Merger Sub did not have any activity as of December 31, 2020. The Company has neither engaged in any operations nor generated operating revenues to date.

Accounting Policies, by Policy (Policies)

7 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Net Income (Loss) Per Share

Net Income (Loss) Per Share

Concentration of Credit Risk

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value of Financial Instruments

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Use of Estimates

Use of Estimates

Offering Costs

Offering Costs

Derivative Warrant Liabilities

Derivative Warrant Liabilities

Redeemable Common Stock

Redeemable Common Stock

Accordingly, at December 31, 2020, 28,851,640 shares of the 34,500,000 shares of Class A common stock included in the Units were classified outside of permanent equity.

Income Taxes

Income Taxes

The provision for income taxes was deemed to be de minimis for the period from June 5, 2020 (inception) through December 31, 2020.

Warrant Liability

Warrant Liability

Recent Accounting Pronouncements

Recent Accounting Pronouncements

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

Restatement of Previously Issued Financial Statements (Tables)

7 Months Ended

Dec. 31, 2020

Condensed Financial Information Disclosure [Abstract]

Schedule of statements of balance sheet

	As of December 31, 2020
	As Previously Reported			Restatement Adjustment			As Restated

Balance Sheet
Total assets	$	346,569,722		$	-		$	346,569,722

Liabilities, redeemable non-controlling interest, and stockholders’ equity
Total current liabilities		292,647						292,647
Deferred underwriting commissions		12,075,000						12,075,000
Derivative warrant liabilities		-			40,685,669			40,685,669
Total liabilities		12,367,647			40,685,669			53,053,316
Class A common stock, $0.0001 par value; shares subject to possible redemption		329,202,070			(40,685,670	)		288,516,400
Stockholders’ equity
Preferred stock 0 $0.0001 par value		-			-			-
Class A common stock - $0.0001 par value		158			407			565
Class B common stock - $0.0001 par value		863			-			863
Additional paid-in-capital		5,223,769			17,150,243			22,374,012
Accumulated deficit		(224,785	)		(17,150,649	)		(17,375,434	)
Total stockholders’ equity		5,000,005			1			5,000,006
Total liabilities and stockholders’ equity	$	346,569,722		$	-		$	346,569,722

	As of September 30, 2020
	As Previously Reported			Restatement Adjustment			As Restated
Balance Sheet
Total assets	$	346,748,913		$	-		$	346,748,913

Liabilities, redeemable non-controlling interest and stockholders’ equity
Total current liabilities		324,077						324,077
Deferred underwriting commissions		12,075,000						12,075,000
Derivative warrant liabilities		-			28,942,335			28,942,335
Total liabilities		12,399,077			28,942,335			41,341,412
Class A common stock, $0.0001 par value; shares subject to possible redemption		329,349,830			(28,942,330	)		300,407,500
Stockholders’ equity
Preferred stock 0 $0.0001 par value		-			-			-
Class A common stock - $0.0001 par value		157			289			446
Class B common stock - $0.0001 par value		863			-			863
Additional paid-in-capital		5,076,010			5,407,021			10,483,031
Accumulated deficit		(77,024	)		(5,407,315	)		(5,484,339	)
Total stockholders’ equity		5,000,006			(5	)		5,000,001
Total liabilities and stockholders’ equity	$	346,748,913		$	-		$	346,748,913

Schedule of statements of operations

	Period from June 5, 2020 (inception) through December 31, 2020
	As Previously Reported			Restatement Adjustment			As Restated
Statement of Operations
Loss from operations	$	(306,904	)	$	-		$	(306,904	)
Other income (expense):
Warrant issuance transaction costs		-			(889,980	)		(889,980	)
Change in fair value of derivative warrant liabilities		-			(16,260,669	)		(16,260,669	)
Interest earned on Trust Account		82,119			-			82,119
Total other income (expense)		82,119			(17,150,649	)		(17,068,530	)
Loss before provision for income taxes		(224,785	)		(17,150,649	)		(17,375,434	)
Provision for income taxes		-			-			-
Net loss	$	(224,785	)	$	(17,150,649	)	$	(17,375,434	)

Weighted average shares outstanding of Class A common stock		34,500,000			-			34,500,000
Net income per share of common stock, Class A - basic and diluted	$	-			-		$	-

Weighted average shares outstanding of Class B common stock		8,030,048			-			8,030,048
Net loss per share of common stock, Class B - basic and diluted	$	(0.03	)				$	(2.16	)

	Period from June 5, 2020 (inception) through September 30, 2020
	As Previously Reported			Restatement Adjustment			As Restated
Statement of Operations
Loss from operations	$	(78,788	)	$	-		$	(78,788	)
Other income (expense):
Warrant issuance costs		-			(889,980	)		(889,980	)
Change in fair value of derivative warrant liabilities		-			(4,517,335	)		(4,517,335	)
Interest earned on Trust Account		1,764			-			1,764
Total other income (expense)		1,764			(5,407,315	)		(5,405,551	)
Loss before provision for income taxes		(77,024	)		(5,407,315	)		(5,484,339	)
Provision for income taxes		-			-			-
Net loss	$	(77,024	)	$	(5,407,315	)	$	(5,484,339	)

Weighted average shares outstanding of Class A common stock		34,500,000			-			34,500,000
Net income per share of common stock, Class A - basic and diluted	$	-			-		$	-

Weighted average shares outstanding of Class B common stock		8,625,000			-			8,625,000
Net loss per share of common stock, Class B - basic and diluted	$	(0.01	)				$	(0.64	)

Schedule of statements of cash flows

	Period from June 5, 2020 (inception) through December 31, 2020
	As Previously Reported			Restatement Adjustment			As Restated
Statement of Cash Flows
Net loss	$	(224,785	)	$	(17,150,649	)	$	(17,375,434	)
Adjustment to reconcile net loss to net cash used in operating activities		(155,972	)		17,150,649			16,994,677
Net cash used in operating activities		(380,757	)		-			(380,757	)
Net cash used in investing activities		(345,000,000	)		-			(345,000,000	)
Net cash provided by financing activities		346,501,860			-			346,501,860
Net change in cash	$	1,121,103		$	-		$	1,121,103

	Period from June 5, 2020 (inception) through September 30, 2020
	As Previously Reported			Restatement Adjustment			As Restated
Statement of Cash Flows
Net loss	$	(77,024	)	$	(5,407,315	)	$	(5,484,339	)
Adjustment to reconcile net loss to net cash used in operating activities		32,842			5,407,315			5,440,157
Net cash used in operating activities		(44,182	)		-			(44,182	)
Net cash used in investing activities		(345,000,000	)		-			(345,000,000	)
Net cash provided by financing activities		346,503,715			-			346,503,715
Net change in cash	$	1,459,533		$	-		$	1,459,533

Fair Value Measurements (Tables)

7 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

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

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account\—U.S. Treasury Securities ⁽¹⁾	$	345,087,325	$	—	$	—
Liabilities:
Derivative warrant liabilities - Public Warrants (restated)	$	24,725,000	$	—	$	—
Derivative warrant liabilities - Private Placement Warrants (restated)	$	—	$	—	$	15,960,669

(1)

Excludes $943 of cash balance held within the Trust Account.

Schedule of information regarding Level 3 fair value measurements inputs as their measurement dates

	At issuance			As of December 31, 2020
Exercise price	$	11.50		$	11.50
Stock price	$	9.81		$	10.54
Volatility for public warrants		22.50	%		N/A	%
Volatility for private warrants		27.70	%		30.30	%
Term		5.50			5.50
Risk-free rate		0.32	%		0.43	%
Dividend yield		-	%		-	%

Schedule of changes in the fair value of warrant liabilities

Level 3 Derivative warrant liabilities at June 5, 2020 (inception)	$	-
Issuance of Public and Private Warrants		26,857,668
Change in fair value of derivative warrant liabilities		13,828,001
Transfer of public warrant liability to Level 1⁽¹⁾		(24,725,000	)

Level 3 Derivative warrant liabilities at December 31, 2020	$	15,960,669

(1)

- Definition

Tabular disclosure of all significant concentrations of risk, including credit risk and market risk, arising from all financial instruments (as defined), whether from an individual counterparty or groups of counterparties. The disclosure concerning concentrations of risk may consist of the following information: (1) for concentrations of credit risk disclosure may include: (a) information about the (shared) activity, region, or economic characteristic that identifies the concentration, (b) the maximum amount of loss due to credit risk that, based on the gross fair value of the financial instrument, the entity would incur if parties to the financial instruments that make up the concentration failed completely to perform according to the terms of the contracts and the collateral or other security, if any, for the amount due proved to be of no value to the entity, (c) the policy of requiring collateral or other security to support financial instruments subject to credit risk, information about the entity's access to that collateral or other security, and the nature and a brief description of the collateral or other security supporting those financial instruments, and (d) the policy of entering into master netting arrangements to mitigate the credit risk of financial instruments, information about the arrangements for which the entity is a party, and a brief description of the terms of those arrangements, including the extent to which they would reduce the entity's maximum amount of loss due to credit risk and (2) for disclosure of quantitative information about the market risks of financial instruments that is consistent with the way the company manages or adjusts those risks, disclosure may include: (a) more details about current positions and perhaps activity during the period, (b) the hypothetical effects on comprehensive income (or net assets), or annual income, of several possible changes in market prices, (c) a gap analysis of interest rate re-pricing or maturity dates, (d) the duration of the financial instruments, (e) the entity's value at risk from derivatives and from other positions at the end of the reporting period and the average value at risk during the year, or (f) other ways of reporting quantitative information as internally developed.

+ References + Details

Organization and Business Operations (Details) - USD ($)	1 Months Ended	7 Months Ended
	Sep. 24, 2020	Dec. 31, 2020	Jun. 04, 2020
Organization and Business Operations (Details) [Line Items]
Proceeds from issuance initial public offering		$ 345,000,000
Common stock business combination redeem percentage		100.00%
Common stock redeem percentage		100.00%
Net tangible assets		$ 5,000,001
Dissolution expenses		100,000
Operating bank accounts		1,121,103
Working capital of approximately		1,194,956
Interest earned on Trust Account		82,119
Offering costs paid by sponsor in exchange for founder shares		25,000
Sponsor [Member]
Organization and Business Operations (Details) [Line Items]
Sale of stock public offering (in Shares)	5,933,334
Proceeds from Issuance of underwriters (in Shares)	8,900,000
Amount of loans to the company by sponsor		$ 300,000
Over-Allotment Option [Member]
Organization and Business Operations (Details) [Line Items]
Public offering excercise share units (in Shares)	4,500,000

Restatement of Previously Issued Financial Statements (Details)	1 Months Ended
	Sep. 24, 2020 USD ($)
Class A common stock [Member]
Restatement of Previously Issued Financial Statements (Details) [Line Items]
Warrant Liabilities	$ 26,857,668

Restatement of Previously Issued Financial Statements (Details) - Schedule of statements of balance sheet - USD ($)	Dec. 31, 2020	Sep. 30, 2020
As Previously Reported [Member]
Balance Sheet
Total assets	$ 346,569,722	$ 346,748,913
Liabilities, redeemable non-controlling interest, and stockholders’ equity
Total current liabilities	292,647	324,077
Deferred underwriting commissions	12,075,000	12,075,000
Derivative warrant liabilities
Total liabilities	12,367,647	12,399,077
Class A common stock, $0.0001 par value; shares subject to possible redemption	329,202,070	329,349,830
Stockholders’ equity
Preferred stock 0 $0.0001 par value
Class A common stock - $0.0001 par value	158	157
Class B common stock - $0.0001 par value	863	863
Additional paid-in-capital	5,223,769	5,076,010
Accumulated deficit	(224,785)	(77,024)
Total stockholders’ equity	5,000,005	5,000,006
Total liabilities and stockholders’ equity	346,569,722	346,748,913
Restatement Adjustment [Member]
Balance Sheet
Total assets
Liabilities, redeemable non-controlling interest, and stockholders’ equity
Derivative warrant liabilities	40,685,669	28,942,335
Total liabilities	40,685,669	28,942,335
Class A common stock, $0.0001 par value; shares subject to possible redemption	(40,685,670)	(28,942,330)
Stockholders’ equity
Preferred stock 0 $0.0001 par value
Class A common stock - $0.0001 par value	407	289
Class B common stock - $0.0001 par value
Additional paid-in-capital	17,150,243	5,407,021
Accumulated deficit	(17,150,649)	(5,407,315)
Total stockholders’ equity	1	(5)
Total liabilities and stockholders’ equity
As Restated [Member]
Balance Sheet
Total assets	346,569,722	346,748,913
Liabilities, redeemable non-controlling interest, and stockholders’ equity
Total current liabilities	292,647	324,077
Deferred underwriting commissions	12,075,000	12,075,000
Derivative warrant liabilities	40,685,669	28,942,335
Total liabilities	53,053,316	41,341,412
Class A common stock, $0.0001 par value; shares subject to possible redemption	288,516,400	300,407,500
Stockholders’ equity
Preferred stock 0 $0.0001 par value
Class A common stock - $0.0001 par value	565	446
Class B common stock - $0.0001 par value	863	863
Additional paid-in-capital	22,374,012	10,483,031
Accumulated deficit	(17,375,434)	(5,484,339)
Total stockholders’ equity	5,000,006	5,000,001
Total liabilities and stockholders’ equity	$ 346,569,722	$ 346,748,913

Restatement of Previously Issued Financial Statements (Details) - Schedule of statements of balance sheet (Parentheticals) - $ / shares	Dec. 31, 2020	Sep. 30, 2020
As Previously Reported [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of statements of balance sheet (Parentheticals) [Line Items]
Common stock subject to possible redemption, par value	$ 0.0001	$ 0.0001
Preferred stock, par value	0.0001	0.0001
As Previously Reported [Member] \| Class A common stock [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of statements of balance sheet (Parentheticals) [Line Items]
Common stock, par value	0.0001	0.0001
As Previously Reported [Member] \| Class B common stock [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of statements of balance sheet (Parentheticals) [Line Items]
Common stock, par value	0.0001	0.0001
Restatement Adjustment [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of statements of balance sheet (Parentheticals) [Line Items]
Common stock subject to possible redemption, par value	0.0001	0.0001
Preferred stock, par value	0.0001	0.0001
Restatement Adjustment [Member] \| Class A common stock [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of statements of balance sheet (Parentheticals) [Line Items]
Common stock, par value	0.0001	0.0001
Restatement Adjustment [Member] \| Class B common stock [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of statements of balance sheet (Parentheticals) [Line Items]
Common stock, par value	0.0001	0.0001
As Restated [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of statements of balance sheet (Parentheticals) [Line Items]
Common stock subject to possible redemption, par value	0.0001	0.0001
Preferred stock, par value	0.0001	0.0001
As Restated [Member] \| Class A common stock [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of statements of balance sheet (Parentheticals) [Line Items]
Common stock, par value	0.0001	0.0001
As Restated [Member] \| Class B common stock [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of statements of balance sheet (Parentheticals) [Line Items]
Common stock, par value	$ 0.0001	$ 0.0001

Restatement of Previously Issued Financial Statements (Details) - Schedule of statements of operations - USD ($)	4 Months Ended	7 Months Ended
	Sep. 30, 2020	Dec. 31, 2020
As Previously Reported [Member]
Statement of Operations
Loss from operations	$ (78,788)	$ (306,904)
Other income (expense):
Warrant issuance costs
Change in fair value of derivative warrant liabilities
Interest earned on Trust Account	1,764	82,119
Total other income (expense)	1,764	82,119
Loss before provision for income taxes	(77,024)	(224,785)
Provision for income taxes
Net loss	$ (77,024)	$ (224,785)
As Previously Reported [Member] \| Class A common stock [Member]
Other income (expense):
Weighted average shares outstanding of Class A common stock (in Shares)	34,500,000	34,500,000
Net income per share of common stock, Class A - basic and diluted (in Dollars per share)
As Previously Reported [Member] \| Class B common stock [Member]
Other income (expense):
Weighted average shares outstanding of Class B common stock (in Shares)	8,625,000	8,030,048
Net loss per share of common stock, Class B - basic and diluted (in Dollars per share)	$ (0.01)	$ (0.03)
Restatement Adjustment [Member]
Statement of Operations
Loss from operations
Other income (expense):
Warrant issuance costs	(889,980)	(889,980)
Change in fair value of derivative warrant liabilities	(4,517,335)	(16,260,669)
Interest earned on Trust Account
Total other income (expense)	(5,407,315)	(17,150,649)
Loss before provision for income taxes	(5,407,315)	(17,150,649)
Provision for income taxes
Net loss	$ (5,407,315)	$ (17,150,649)
Restatement Adjustment [Member] \| Class A common stock [Member]
Other income (expense):
Weighted average shares outstanding of Class A common stock (in Shares)
Net income per share of common stock, Class A - basic and diluted (in Dollars per share)
Restatement Adjustment [Member] \| Class B common stock [Member]
Other income (expense):
Weighted average shares outstanding of Class B common stock (in Shares)
As Restated [Member]
Statement of Operations
Loss from operations	$ (78,788)	$ (306,904)
Other income (expense):
Warrant issuance costs	(889,980)	(889,980)
Change in fair value of derivative warrant liabilities	(4,517,335)	(16,260,669)
Interest earned on Trust Account	1,764	82,119
Total other income (expense)	(5,405,551)	(17,068,530)
Loss before provision for income taxes	(5,484,339)	(17,375,434)
Provision for income taxes
Net loss	$ (5,484,339)	$ (17,375,434)
As Restated [Member] \| Class A common stock [Member]
Other income (expense):
Weighted average shares outstanding of Class A common stock (in Shares)	34,500,000	34,500,000
Net income per share of common stock, Class A - basic and diluted (in Dollars per share)
As Restated [Member] \| Class B common stock [Member]
Other income (expense):
Weighted average shares outstanding of Class B common stock (in Shares)	8,625,000	8,030,048
Net loss per share of common stock, Class B - basic and diluted (in Dollars per share)	$ (0.64)	$ (2.16)

Restatement of Previously Issued Financial Statements (Details) - Schedule of statements of cash flows - USD ($)	4 Months Ended	7 Months Ended
	Sep. 30, 2020	Dec. 31, 2020
As Previously Reported [Member]
Statement of Cash Flows
Net loss	$ (77,024)	$ (224,785)
Adjustment to reconcile net loss to net cash used in operating activities	32,842	(155,972)
Net cash used in operating activities	(44,182)	(380,757)
Net cash used in investing activities	(345,000,000)	(345,000,000)
Net cash provided by financing activities	346,503,715	346,501,860
Net change in cash	1,459,533	1,121,103
Restatement Adjustment [Member]
Statement of Cash Flows
Net loss	(5,407,315)	(17,150,649)
Adjustment to reconcile net loss to net cash used in operating activities	5,407,315	17,150,649
Net cash used in operating activities
Net cash used in investing activities
Net cash provided by financing activities
Net change in cash
As Restated [Member]
Statement of Cash Flows
Net loss	(5,484,339)	(17,375,434)
Adjustment to reconcile net loss to net cash used in operating activities	5,440,157	16,994,677
Net cash used in operating activities	(44,182)	(380,757)
Net cash used in investing activities	(345,000,000)	(345,000,000)
Net cash provided by financing activities	346,503,715	346,501,860
Net change in cash	$ 1,459,533	$ 1,121,103

Significant Accounting Policies (Details)	7 Months Ended
Significant Accounting Policies (Details)	Dec. 31, 2020 USD ($) shares	Dec. 31, 2020 USD ($) shares
Significant Accounting Policies (Details) [Line Items]
Common shares subject to redemption, description		The Company’s statement of operations includes a presentation of net income (loss) per share for common shares subject to redemption in a manner similar to the two-class method of net income (loss) per share. Net income (loss) per common share for basic and diluted Class A common stock for the period from June 5, 2020 (inception) through December 31, 2020, is calculated by dividing the interest income earned on the Trust Account of $82,119, net of franchise taxes of $82,119, and income taxes of nil by the weighted average number of Class A redeemable common stock since issuance.
Warrant issuance transaction costs		$ 498,140
Change in fair value of derivative warrant liabilities		16,260,669
Net loss	$ (17,375,434)
Federal depository insurance coverage amount		250,000
Offering costs	18,608,160	18,608,160
Warrant issued transaction cost	$ 889,980	889,980
Net tangible assets		$ 5,000,001
Shares issued (in Shares) \| shares	28,851,640	28,851,640
Private Placement [Member]
Significant Accounting Policies (Details) [Line Items]
Public warrants (in Shares) \| shares	5,933,334	5,933,334
Warrant [Member]
Significant Accounting Policies (Details) [Line Items]
Public warrants (in Shares) \| shares	11,500,000	11,500,000
Warrant [Member] \| Over-Allotment Option [Member]
Significant Accounting Policies (Details) [Line Items]
Private placement warrants to purchase (in Shares) \| shares		11,500,000
Class A common stock [Member]
Significant Accounting Policies (Details) [Line Items]
Shares of common stock issued (in Shares) \| shares		34,500,000
Net loss
Sale of stock units (in Shares) \| shares		34,500,000
Shares issued (in Shares) \| shares	34,500,000	34,500,000
Class A common stock [Member] \| Warrant [Member]
Significant Accounting Policies (Details) [Line Items]
Shares of common stock issued (in Shares) \| shares		5,933,334
Class B Common Stock [Member]
Significant Accounting Policies (Details) [Line Items]
Shares of common stock issued (in Shares) \| shares		8,625,000
General and administrative expenses		$ 201,897
Warrant issuance transaction costs		889,980
Franchise taxes		22,889
Net loss		$ 17,375,434

Public Offering (Details) - USD ($)	1 Months Ended	7 Months Ended
Public Offering (Details) - USD ($)	Sep. 24, 2020	Dec. 31, 2020
Public Offering (Details) [Line Items]
Proposed offering, description		Each Public Warrant will become exercisable on the later of 30 days after the completion of the Company’s Business Combination or 12 months from the closing of the Public Offering.
Underwriting discount paid (in Dollars)		$ 6,900,000
Underwriting discount per share		$ 0.20
Deferred discount fee amount (in Dollars)		$ 12,075,000
Deferred discount fee per share		$ 0.35
Public Offering [Member]
Public Offering (Details) [Line Items]
Sale of an aggregate units (in Shares)	34,500,000
Shares issued price per share	$ 10.00
Initial public offering, description	Each Unit consists of one share of Class A common stock of the Company, $0.0001 par value per share (the “Public Shares”), and one-third of one redeemable warrant to purchase one share of Class A common stock (the “Public Warrants”).
Class A Common Stock [Member]
Public Offering (Details) [Line Items]
Sale of an aggregate units (in Shares)		34,500,000
Common stock, par value	$ 0.0001	$ 0.0001
Share price		$ 11.50
Common stock excercise of public warrants (in Shares)		34,500,000

Related Party Transactions (Details) - USD ($)	1 Months Ended	7 Months Ended
Related Party Transactions (Details) - USD ($)	Aug. 26, 2020	Dec. 31, 2020	Jun. 05, 2020
Related Party Transactions (Details) [Line Items]
Description of initial stockholders		The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or earlier if, subsequent to the Company’s initial Business Combination, the closing price of the Company’s shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property (the “Lock Up Period”).
Percentage of redeem shares		100.00%
Total borrowings on note		$ 105,393
Amount of administrative service provided to member by the company		15,000
Administrative services fee incurred		48,000
Administrative services fee paid		60,000
Prepaid expenses		$ 12,000
Working capital loans, description		Up to $1,500,000 of such loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Amount of loans to the company by sponsor		$ 300,000
Private Placement Warrants [Member]
Related Party Transactions (Details) [Line Items]
Number of shares purchased by the sponsor (in Shares)		5,933,334
Purchase price per warrant (in Dollars per share)		$ 1.50
Aggregate purchase price		$ 8,900,000
Directors [Member]
Related Party Transactions (Details) [Line Items]
Transferred shares (in Shares)	20,000
Founder Shares [Member] \| Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Purchase of aggregate share (in Shares)			8,625,000
Amount of capital contribution			$ 25,000
Capital contribution per share (in Dollars per share)			$ 0.003
Number of shares holding by the sponsor (in Shares)	8,565,000
Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Converted basis, percentage		20.00%
Purchase price per warrant (in Dollars per share)		$ 11.50
Class A Common Stock [Member] \| Private Placement Warrants [Member]
Related Party Transactions (Details) [Line Items]
Purchase price per warrant (in Dollars per share)		$ 11.50

Fair Value Measurements (Details)	7 Months Ended
Fair Value Measurements (Details)	Dec. 31, 2020 USD ($)
Fair Value Disclosures [Abstract]
Change in fair value of derivative warrant liabilities	$ 16,260,669
Cash balance held in trust account	943
Transfers out of Level 3 to Level 1 amount	$ 24,725,000

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

Dec. 31, 2020

USD ($)

Quoted Prices in Active Markets (Level 1) [Member]

Assets:

Investments held in Trust Account—U.S. Treasury Securities

$ 345,087,325

^[1]

Liabilities:

Derivative warrant liabilities - Public Warrants (restated)

24,725,000

Significant Other Observable Inputs (Level 2) [Member]

Assets:

Investments held in Trust Account—U.S. Treasury Securities

^[1]

Liabilities:

Derivative warrant liabilities - Private Placement Warrants (restated)

Significant Other Unobservable Inputs (Level 3) [Member]

Assets:

Investments held in Trust Account—U.S. Treasury Securities

^[1]

Liabilities:

Derivative warrant liabilities - Private Placement Warrants (restated)

$ 15,960,669

[1]	Excludes $943 of cash balance held within the Trust Account.

Fair Value Measurements (Details) - Schedule of information regarding Level 3 fair value measurements inputs as their measurement dates - Level 3 [Member] - $ / shares	1 Months Ended	7 Months Ended
	Nov. 30, 2020	Dec. 31, 2020
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Exercise price (in Dollars per share)	$ 11.50	$ 11.50
Stock price (in Dollars per share)	$ 9.81	$ 10.54
Volatility for public warrants	22.50%
Volatility for private warrants	27.70%	30.30%
Term	5 years 6 months	5 years 6 months
Risk-free rate	0.32%	0.43%
Dividend yield

Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities

7 Months Ended

Dec. 31, 2020

USD ($)

Schedule of changes in the fair value of warrant liabilities [Abstract]

Level 3 Derivative warrant liabilities at June 18, 2020 (inception)

Issuance of Public and Private Warrants

26,857,668

Change in fair value of derivative warrant liabilities

16,260,669

Transfer of public warrant liability to Level 1

(24,725,000)

^[1]

Level 3 Derivative warrant liabilities at December 31, 2020

$ 15,960,669

[1]	Due to the use of quoted prices in an active market for Public Warrants as of December 31, 2020, the Company had transfers out of Level 3 to Level 1 amounting to $24,725,000 as of December 31, 2020. The Company deems the transfer between levels to have occurred at the end of the period.

Stockholders’ Equity (Details) - $ / shares	7 Months Ended
Stockholders’ Equity (Details) - $ / shares	Dec. 31, 2020	Sep. 24, 2020
Stockholders’ Equity (Details) [Line Items]
Preferred stock, shares authorized	1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Class A Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized	380,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	34,500,000
Common stock, shares outstanding	28,851,640
Class B Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized	20,000,000
Common stock, par value (in Dollars per share)	$ 0.0001
Common stock, shares issued	8,625,000
Common stock, shares outstanding	8,625,000

Commitments and Contingencies (Details)	7 Months Ended
Commitments and Contingencies (Details)	Dec. 31, 2020 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Acquisition legal fees	$ 3,442,381

Subsequent Events (Details) $ in Millions	7 Months Ended
Subsequent Events (Details) $ in Millions	Dec. 31, 2020 USD ($)
Subsequent Events [Abstract]
Equity interest receive	$ 3,790