0001213900-21-029368 | S-4/A | XBRL Viewer | Falcon Capital Acquisition Corp

Document And Entity Information	3 Months Ended
Mar. 31, 2021
Document And Entity Information
Entity Registrant Name	Falcon Capital Acquisition Corp.
Document Type	S-4/A
Amendment Flag	true
Amendment Description	Amendment No. 3
Entity Central Index Key	0001816233
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE

Consolidated Balance Sheets - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 325,151	$ 1,121,103
Prepaid expenses	296,806	366,500
Total current assets	621,957	1,487,603
Cash and investments held in Trust Account	345,042,590	345,082,119
Total Assets	345,664,547	346,569,722
Current liabilities:
Accounts payable and accrued expenses	226,250	292,647
Total current liabilities	226,250	292,647
Warrant liabilities	31,712,669	40,685,669
Deferred underwriting compensation	12,075,000	12,075,000
Total Liabilities	44,013,919	53,053,316
Commitments and Contingencies
Class A common stock subject to possible redemption; 29,665,062 and 28,851,640 shares at redemption value of $10.00 per share at March 31, 2021 and December 31, 2020, respectively	296,650,620	288,516,400
Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 4,834,938 and 5,648,360 shares issued and outstanding (excluding 29,665,062 and 28,851,640 shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively.	483	565
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding	863	863
Additional paid-in capital	14,239,874	22,374,012
Accumulated deficit	(9,241,212)	(17,375,434)
Total Stockholders’ Equity	5,000,008	5,000,006
Total Liabilities and Stockholders’ Equity	$ 345,664,547	$ 346,569,722

Consolidated Statement of Operations (Unaudited) - USD ($)	3 Months Ended	7 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
General and administrative expenses	$ 862,274	$ 306,904
Franchise tax expenses	41,983
Loss from operations	(904,257)	(306,904)
Other income:
Warrant issuance transaction costs		(889,980)
Interest earned on Trust Account	65,479	82,119
Change in fair value of warrant liabilities	8,973,000	(16,260,669)
Income before provision for income taxes	8,134,222	(17,375,434)
Provision for income taxes
Net income	$ 8,134,222	$ (17,375,434)
Class A Common Stock
Two Class Method:
Weighted average shares outstanding	34,500,000	34,500,000
Net income per common stock, basic and diluted	$ 0.00
Class B Common Stock
Two Class Method:
Weighted average shares outstanding	8,625,000	8,030,048
Net income per common stock, basic and diluted	$ 0.94	$ (2.16)

Consolidated Statement of Changes In Stockholders' Equity (Unaudited) - USD ($)	Class A Common Stock	Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Jun. 04, 2020
Balance (in Shares) at Jun. 04, 2020
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 income				(17,375,434)
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 (in Shares)	34,500,000
Class A common stock subject to possible redemption	$ (82)		(8,134,138)		(8,134,220)
Class A common stock subject to possible redemption (in Shares)	(813,422)
Net income				8,134,222	8,134,222
Balance at Mar. 31, 2021	$ 483	$ 863	$ 14,239,874	$ (9,241,212)	$ 5,000,008
Balance (in Shares) at Mar. 31, 2021	4,834,938	8,625,000

Consolidated Statement of Cash Flows (Unaudited) - USD ($)	3 Months Ended	7 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net income	$ 8,134,222	$ (17,375,434)
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liabilities	(8,973,000)	16,260,669
Interest income earned in Trust Account	(65,479)
Warrant issuance transaction costs		889,980
Trust income reinvested in Trust Account		(82,119)
Changes in operating assets and liabilities:
Prepaid expenses	69,695	(366,500)
Accounts payable and accrued expenses	(66,397)	292,647
Net cash used in operating activities	(900,959)	(380,757)
Cash flows from investing activities:
Cash withdrawn from Trust account	105,007
Principal deposited in Trust Account		(345,000,000)
Net cash used in investing activities	105,007	(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
Decrease in cash during period	(795,952)	1,121,103
Cash at beginning of period	1,121,103
Cash at end of period	325,151	1,121,103
Supplemental disclosure of non-cash 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
Change in value of Class A common stock subject to possible redemption	$ 8,134,220	(14,052,100)
Offering costs paid by sponsor in exchange for founder shares		$ 25,000

Organization and Business Operations

3 Months Ended

7 Months Ended

Mar. 31, 2021

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.

Subsidiary

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 March 31, 2021. The Company has neither engaged in any operations nor generated operating revenues to date.

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").

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

Financing

The registration statement for the Company's initial public offering (the "Public Offering") was declared effective by the U.S. Securities and Exchange Commission ("SEC") on September 21, 2020. The Company consummated the Public Offering of 34,500,000 units, including the issuance of 4,500,000 units as a result of the underwriters' exercise of their over-allotment option in full (the "Units"), at $10.00 per Unit on September 24, 2020, generating gross proceeds of $345,000,000. Simultaneously with the closing of the Public Offering, the Company consummated the private placement (the "Private Placement") of an aggregate of 5,933,334 warrants (the "Private Placement Warrants") at a price of $1.50 per Private Placement Warrant. Upon the closing of the Public Offering and Private Placement, $345,000,000 from the net proceeds of the Public Offering and the Private Placement was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the "Trust Account").

Trust Account

The proceeds held in the Trust Account were 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 third amended and restated certificate of incorporation (the "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 the Trust Account will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any of the shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock") included in the Units sold in the Public Offering properly submitted in connection with a stockholder vote to amend the Charter to modify the substance or timing of the Company's obligation to redeem 100% of the common stock included in the Units being sold in the Public Offering if the Company does not complete the Business Combination within 24 months from the closing of the Public Offering 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 shares of Class A Common Stock included in the Units sold in the Public Offering if the Company is unable to complete a Business Combination within 24 months from the closing of the Public Offering.

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 its 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 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 Public Offering, in accordance with FASB ASC 480, "Distinguishing Liabilities from Equity."

The Company has 24 months from the closing of the Public Offering to complete its Business Combination (or until September 24, 2022). If the Company does not complete a Business Combination within this period of time, 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 directors (the "initial stockholders") entered into a letter agreement with the Company, pursuant to which they 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 Class A Common Stock, 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 within the required time period. 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.

Business Combination

Merger Agreement

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 "Sharecare Merger"). In addition, in connection with the consummation of the Sharecare Merger, 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 Sharecare Merger, 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 Sharecare Merger, (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.

Subscription Agreements

The Company entered into subscription agreements (the "Subscription Agreements"), each dated as of February 12, 2021, with certain investors (the "PIPE Investors"), pursuant to which, among other things, we agreed to issue and sell, in private placements to close immediately prior to the Closing, an aggregate of 42,500,000 shares of FCAC Class A common stock, par value $0.0001 per share (the "FCAC Class A common stock") for a purchase price of $10.00 per share. In connection with the Closing, all of the issued and outstanding shares of FCAC Class A common stock, including the shares of FCAC Class A common stock issued to the PIPE Investors, will be exchanged, on a one-for-one basis, for shares of New Sharecare common stock.

The foregoing description of the Subscription Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Subscription Agreement, a copy of which was filed as Exhibit 10.9 to our Annual Report on Form 10-K/A and as described elsewhere in the preliminary proxy statement/prospectus that we filed with the SEC on May 11, 2021.

Acquiror Support Agreement

In connection with the execution of the Merger Agreement, our Sponsor, the Company and Sharecare entered into an Agreement (the "Acquiror Support Agreement"), pursuant to which the Sponsor agreed to vote all shares of FCAC beneficially owned by it in favor of each of the proposals at the special meeting and to vote against any transaction or proposal that would reasonably be expected to result in the failure of the Business Combination from being consummated.

The Sponsor also agreed that it would not (a) sell, assign, transfer (including by operation of law), create any lien or pledge, dispose of or otherwise encumber any of our shares beneficially owned by it, (b) deposit any such shares into a voting trust or enter into a voting agreement or grant any proxy or power of attorney with respect thereto that is inconsistent with the Merger Agreement or (c) enter into any contract, option or other arrangement requiring the direct acquisition or sale, assignment, transfer or other disposition of any such shares.

In addition, our Sponsor agreed not to solicit, initiate or knowingly encourage any transaction in violation of the Merger Agreement or participate in any discussions or negotiations regarding any information with the intent to any unsolicited proposal that constitutes, or any reasonably be expected to lead to, a business combination proposal or other transaction in violation of the Merger Agreement.

The foregoing description of the Acquiror Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Acquiror Support Agreement, a copy of which was filed as Exhibit 10.12 to our Annual Report on Form 10-K/A and as described elsewhere in the preliminary proxy statement/prospectus that we filed with the SEC on May 11, 2021.

Sharecare Support Agreements

In connection with the execution of the Merger Agreement, certain Sharecare securityholders (the "Sharecare Supporting Securityholders") entered into a support agreement with the Company and Sharecare (the "Support Agreement"). Under the Support Agreement, each Sharecare Supporting Securityholder agreed, as promptly as reasonably practicable (and in any event within five business days) following the SEC declaring the proxy statement/prospectus relating to the approval by our securityholders of the Business Combination effective, to execute and deliver a written consent with respect to the outstanding securities of (i) Sharecare common stock and preferred stock and (ii) securities convertible into or exercisable or exchangeable for Sharecare capital stock, held by such Sharecare Supporting Securityholder adopting the Merger Agreement and approving the Business Combination. In addition, each Sharecare Supporting Securityholder agreed to voluntarily convert any convertible notes it owns into the applicable series of preferred stock in connection with the Business Combination and agreed that any warrants it owns would convert into New Sharecare common stock in connection with the Business Combination.

The shares of Sharecare common stock and preferred stock and such convertible securities that are owned by the Sharecare supporting securityholders and subject to the Support Agreements represent approximately 66.8% of the outstanding voting power of Sharecare common stock, preferred stock and securities (on an as converted basis).

The Support Agreements prohibit the Sharecare Supporting Securityholders from engaging in activities that have the effect of soliciting a competing acquisition proposal. In addition, the Support Agreements restrict the transfer of shares covered by the Support Agreements.

The foregoing description of the Support Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Support Agreement, a copy of which was filed as Exhibit 10.11 to our Annual Report on Form 10-K and as described elsewhere in the preliminary proxy statement/prospectus that we filed with the SEC on May 11, 2021.

Non-Redemption Agreements

In connection with the execution of the Merger Agreement, the Company entered into non-redemption agreements (the "Non-Redemption Agreements") with certain holders of Class A common stock, pursuant to which such holders agreed not to exercise their redemption rights in connection with the Business Combination. The aggregate number of shares of our Class A common stock subject to the Non-Redemption Agreements is 4,197,245, which represents $41,972,450 of otherwise exercisable redemption rights.

The foregoing description of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Non-Redemption Agreement, a copy of which was filed as Exhibit 10.14 to our Annual Report on Form 10-K and as described elsewhere in the preliminary proxy statement/prospectus that we filed with the SEC on May 11, 2021.

Sponsor Agreement

In connection with the execution of the Merger Agreement, the Sponsor entered into a sponsor agreement (the "Sponsor Agreement") with Sharecare and us, pursuant to which our Sponsor agreed, subject to the consummation of the Business Combination, that the shares of our Class B common stock beneficially owned by it shall convert into our Class A common stock at the initial conversion ratio, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and that the Sponsor waives any additional anti-dilution adjustments to which it would otherwise be entitled pursuant to Section 4.3(b)(ii) of our certificate of incorporation.

The Sponsor Agreement provides that the Sponsor will not redeem any shares of our Class B common stock (or any shares of our Class A common stock received upon conversion of shares of our Class B common stock) that it owns in connection with the Business Combination and will not commence or participate in and take all actions necessary to opt out of any class in any class action with respect to any claim, derivative or otherwise, against us, Sharecare, any affiliate or designee of the Sponsor acting in his or her capacity as director, or any of their respective successors and assigns relating to the negotiation, execution or delivery of the Sponsor Agreement, the Merger Agreement or the consummation of the transactions contemplated in such agreements.

Our Sponsor also agreed that, at the Closing, it would deposit the Earnout Shares into the earnout escrow account and it would agree to cancel 1,284,750 shares of our Class B common stock and to transfer to a charitable foundation designated by the Company to advance its charitable objectives 428,250 shares of our Class B common stock.

The foregoing description of the Sponsor Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Sponsor Agreement, a copy of which was filed as Exhibit 10.13 to our Annual Report on Form 10-K and as described elsewhere in the preliminary proxy statement/prospectus that we filed with the SEC on May 11, 2021.

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

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 of 1933, as amended (the "Securities Act") registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, 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.

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

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

3 Months Ended

7 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Accounting Policies [Abstract]

Significant Accounting Policies

2. Significant Accounting Policies

Basis of Presentation

These unaudited consolidated financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the rules and regulations of the SEC. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for the periods ended March 31, 2021. Operating results for the period ended March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future period and should be read in conjunction with the Company's financial statements and notes thereto included in the Company's Annual Report on Form 10-K/A for the period ended December 31, 2020 filed with the SEC on May 11, 2021.

Liquidity and Capital Resources

On September 24, 2020 the Company consummated a $345,000,000 Public Offering consisting of 34,500,000 units at a price of $10.00 per unit ("Unit"). Each Unit consists of one share of the Company's Class A common stock, $0.0001 par value (the "Class A Common Stock") and one-third of one redeemable warrant (each, a "Public Warrant"). Simultaneously, with the closing of the Public Offering, the Company consummated an approximately $8,900,000 private placement ("Private Placement") of an aggregate of 5,933,334 warrants ("Private Placement Warrants") at a price of $1.50 per warrant. Upon closing of the Public Offering and Private Placement on September 24, 2020, $345,000,000 in proceeds (including $12,075,000 of deferred underwriting commissions) from the Public Offering and Private Placement was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the "Trust Account"). The remaining $9,005,393 held outside of the Trust Account was used to pay underwriting commissions of $6,900,000 and deferred offering and formation costs.

As of March 31, 2021 the Company had an unrestricted cash balance of $325,151 as well as cash and investments held in the Trust Account of $345,042,590. The Company's working capital needs will be satisfied through the funds, held outside of the Trust Account, from the Public Offering. Interest on funds held in the Trust Account may be used to pay taxes. Further, 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. The terms of such loans have not been determined and no written agreements exist with respect to such loans.

Net Income (Loss) Per Share

Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of the Warrants sold in the Initial Public Offering and Private Placement of 11,500,000 and 5,933,334, respectively, since the average market price of the Company's Class A common stock for the three months ended March 31, 2021 was below the Warrants' $11.50 exercise price. As a result, diluted income per common stock is the same as basic net income per common share for the period presented.

The Company's unaudited consolidated 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 per common share for basic and diluted Class A common stock for the three months ended March 31, 2021 is calculated by dividing the interest income earned on the Trust Account of $65,479 net of franchise taxes of $41,983, and income taxes of nil by the weighted average number of Class A redeemable common stock outstanding for the period. Net income per share, basic and diluted for Class B common stock for the three months ended March 31, 2021 is calculated by dividing the income from change in fair value of warrant liabilities of $8,973,000 offset by general and administration expenses of $862,274 and franchise taxes of $0, resulting in a net income of $8,110,726, 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

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

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future conforming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. As of March 31, 2021 and December 31, 2020, the Company had no cash equivalents.

Class A Common Stock Subject to Possible Redemption

As discussed in Note 1, all of the 34,500,000 shares of Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of shares of Class A common stock under the 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 provides 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 at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of Class A common stock shall be affected by charges against additional paid in capital.

Accordingly, at March 31, 2021 and December 31, 2020, 29,665,062 and 28,851,640, respectively of the 34,500,000 shares of Class A common stock subject to possible redemption included in the Units were classified as temporary equity, outside of the stockholders' equity section on the Company's consolidated balance sheet, at approximately $10.00 per share.

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs of $18,608,160 as of March 31, 2021, net of $889,980 in warrant issuance cost which was expensed in 2020, 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.

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. As of March 31, 2021, the Company had deferred tax asset of $1,701,187 and valuation allowance of $1,701,187. As of December 31, 2020, the Company had deferred tax asset of $3,648,841 and valuation allowance of $3,648,841. The deferred tax asset was primarily the result of net operation loss carryforwards.

There were no unrecognized tax benefits as of March 31, 2021 and 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 March 31, 2021 and 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 Company's current taxable income primarily consists of interest income on the Trust Account. The Company's general and administrative costs are generally considered start-up costs and are not currently deductible. During the three months ended March 31, 2021, the Company recorded income tax expense of $0.

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.

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

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.

Related Party Transactions

3 Months Ended

7 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Related Party Transactions

5. Related Party Transactions

Founder Shares

On June 5, 2020, the Sponsor received 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.

In addition, up to 1,125,000 Founder Shares could have been forfeited by the initial stockholders depending on the exercise of the underwriters' over-allotment option. As a result of the underwriters' election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture.

The Founder Shares are identical to the shares of Class A Common Stock included in the Units sold in the Public Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below.

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

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 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 common stock for cash, securities or other property.

Private Placement Warrants

In conjunction with the Public Offering, the Sponsor purchased an aggregate of 5,933,334 Private Placement Warrants, at a price of $1.50 per warrant (approximately $8,900,000 in the aggregate) in the Private Placement. Each Private Placement Warrant entitles the holder to purchase one share of Class A Common Stock at $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering to be held in the Trust Account such that at closing of the Public Offering, $345,000,000 was placed in the Trust Account.

The Private Placement Warrants (including the shares of common stock issuable upon exercise of the Private Placement Warrants) are not transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they are non-redeemable for cash 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 for cash by the Company and exercisable by such holders on the same basis as the warrants included in the Units sold in the Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Warrants sold as part of the Units in the Public Offering 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 Warrants issued to the Sponsor will expire worthless.

Sponsor 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. The Note was payable without interest on the earlier of December 31, 2020 or the completion of the Public Offering. As of March 31, 2021, borrowings on the Note totaling $105,393 were repaid in full and accordingly, as of March 31, 2021, there was no amount outstanding under the Note.

Administrative Services Agreement

The Company entered into an administrative services agreement in which the Company will pay an affiliate of the Sponsor for office space, utilities and 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 three months ended March 31, 2021, the Company incurred $45,000 in administrative services expenses under the arrangement.

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. The terms of such loans have not been determined and no written agreements exist with respect to such loans. To date, the Company had no working capital loans outstanding.

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

3 Months Ended

7 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Fair Value Measurements

Fair Value Measurements

3. 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 when the warrants began separately trading. For the period ended March 31, 2021, the Company recognized a charge to the statement of operations resulting from an decrease in the fair value of liabilities of $8.9 million presented as change in fair value of warrant liabilities in the accompanying unaudited consolidated statement of operations.

The following table presents information about the Company's financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 by level within the fair value hierarchy:

	Level	March 31, 2021		December 31, 2020
Assets:
Cash and marketable securities held in Trust Account (1)	1	$	345,041,662	$	345,081,176
Liabilities:
Warrant liabilities - Public	1	$	17,710,000	$	24,725,000
Warrant liabilities - Private	3	$	14,002,669	$	15,960,669

(1)

Excludes $928 and $943 of cash balance held within the Trust Account as of March 31, 2021 and December 31, 2020, respectively.

Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the three months ended March 31, 2021. During the three month period ended March 31, 2021, the Company withdrew $105,007 from the Trust Account for working capital and to pay franchise taxes.

The estimated fair value of the Private Placement Warrants 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:

	As of March 31, 2021			As of December 31, 2020
Exercise price	$	11.50		$	11.50
Stock price	$	9.97		$	10.54
Volatility for private warrants		30.4	%		30.3	%
Term		5.50			5.50
Risk-free rate		0.96	%		0.43	%
Dividend yield		-	%		-	%

The change in the fair value of the Level 3 warrant liabilities for the three months ended March 31, 2021 is summarized as follows:

Level 3 warrant liabilities at December 31, 2020	$	15,960,669
Change in fair value of warrant liabilities		(1,958,000	)
Level 3 warrant liabilities at March 31, 2021	$	14,002,669

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

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)

3 Months Ended

7 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Fair Value Measurements

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

	Level	March 31, 2021		December 31, 2020
Assets:
Cash and marketable securities held in Trust Account (1)	1	$	345,041,662	$	345,081,176
Liabilities:
Warrant liabilities - Public	1	$	17,710,000	$	24,725,000
Warrant liabilities - Private	3	$	14,002,669	$	15,960,669

(1)

Excludes $928 and $943 of cash balance held within the Trust Account as of March 31, 2021 and December 31, 2020, respectively.

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

	As of March 31, 2021			As of December 31, 2020
Exercise price	$	11.50		$	11.50
Stock price	$	9.97		$	10.54
Volatility for private warrants		30.4	%		30.3	%
Term		5.50			5.50
Risk-free rate		0.96	%		0.43	%
Dividend yield		-	%		-	%

	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 derivative warrant liabilities

Level 3 warrant liabilities at December 31, 2020	$	15,960,669
Change in fair value of warrant liabilities		(1,958,000	)
Level 3 warrant liabilities at March 31, 2021	$	14,002,669

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

____________

- 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	3 Months Ended	7 Months Ended
	Feb. 12, 2021	Sep. 24, 2020	Mar. 31, 2021	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			$ 325,151	1,121,103
Working capital of approximately				1,194,956
Interest earned on Trust Account			65,479	82,119
Offering costs paid by sponsor in exchange for founder shares				$ 25,000
Sponsor agreement, description	Our Sponsor also agreed that, at the Closing, it would deposit the Earnout Shares into the earnout escrow account and it would agree to cancel 1,284,750 shares of our Class B common stock and to transfer to a charitable foundation designated by the Company to advance its charitable objectives 428,250 shares of our Class B common stock.
Aggregate concideration			$ 3,790,000,000
Price per unit		$ 0.20
Class A Common Stock [Member]
Organization and Business Operations (Details) [Line Items]
Sale of stock				34,500,000
Price per unit		11.50
Common stock, par value		$ 0.0001	$ 0.0001	$ 0.0001
Sponsor [Member]
Organization and Business Operations (Details) [Line Items]
Sale of stock		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]
Sale of stock		4,500,000
Public offering excercise share units (in Shares)		4,500,000
Price per unit		$ 10.00
IPO [Member]
Organization and Business Operations (Details) [Line Items]
Sale of stock		34,500,000
Price per unit		$ 10.00
Subscription Agreements [Member]
Organization and Business Operations (Details) [Line Items]
Sale of stock	42,500,000
Price per unit	$ 10.00
Common stock, par value	$ 0.0001
Sharecare of voting rights, percentage	66.80%
Non-Redemption Agreements [Member]
Organization and Business Operations (Details) [Line Items]
Non-Redemption shares	4,197,245
Exercisable redemption of shares	41,972,450
Public Offering Price Member [Member]
Organization and Business Operations (Details) [Line Items]
Price per unit		$ 0.35
Public Offering Price Member [Member] \| Class A Common Stock [Member]
Organization and Business Operations (Details) [Line Items]
Common stock, par value			$ 0.0001

Restatement of Previously Issued Financial Statements (Details) - Schedule of statements of balance sheet - USD ($)	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020
Balance Sheet
Total assets	$ 345,664,547	$ 346,569,722
Liabilities, redeemable non-controlling interest, and stockholders’ equity
Total current liabilities	226,250	292,647
Derivative warrant liabilities	31,712,669	40,685,669
Total liabilities	44,013,919	53,053,316
Stockholders' equity
Preferred stock 0 $0.0001 par value
Class A common stock - $0.0001 par value	483	565
Additional paid-in-capital	14,239,874	22,374,012
Accumulated deficit	(9,241,212)	(17,375,434)
Total stockholders' equity	5,000,008	5,000,006
Total liabilities and stockholders' equity	$ 345,664,547	346,569,722
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 operations - USD ($)	3 Months Ended	4 Months Ended	7 Months Ended
	Mar. 31, 2021	Sep. 30, 2020	Dec. 31, 2020
Statement of Operations
Loss from operations	$ (904,257)		$ (306,904)
Other income (expense):
Change in fair value of derivative warrant liabilities	(8,973,000)		16,260,669
Interest earned on Trust Account			82,119
Loss before provision for income taxes	8,134,222		(17,375,434)
Provision for income taxes
Net loss	$ 8,134,222		(17,375,434)
As Restated [Member]
Statement of Operations
Loss from operations		$ (78,788)	(306,904)
Other income (expense):
Warrant issuance transaction 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 Previously Reported [Member]
Statement of Operations
Loss from operations		(78,788)	(306,904)
Other income (expense):
Warrant issuance transaction 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)
Restatement Adjustment [Member]
Statement of Operations
Loss from operations
Other income (expense):
Warrant issuance transaction 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)
Class B Common Stock [Member]
Other income (expense):
Weighted average shares outstanding of Class A common stock (in Shares)	8,625,000		8,030,048
Net income per share of common stock, Class A - basic and diluted (in Dollars per share)	$ 0.94		$ (2.16)
Class B Common Stock [Member] \| As Restated [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)
Class B Common Stock [Member] \| As Previously Reported [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)
Class B Common Stock [Member] \| Restatement Adjustment [Member]
Other income (expense):
Weighted average shares outstanding of Class B common stock (in Shares)
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)	$ 0.00
Class A Common Stock [Member] \| As Restated [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)
Class A Common Stock [Member] \| As Previously Reported [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)
Class A Common Stock [Member] \| Restatement Adjustment [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 of Previously Issued Financial Statements (Details) - Schedule of statements of cash flows - USD ($)	3 Months Ended	4 Months Ended	7 Months Ended
	Mar. 31, 2021	Sep. 30, 2020	Dec. 31, 2020
Statement of Cash Flows
Net loss	$ 8,134,222		$ (17,375,434)
Net cash used in operating activities	(900,959)		(380,757)
Net cash used in investing activities	$ 105,007		(345,000,000)
Net cash provided by financing activities			346,501,860
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 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
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) - USD ($)	1 Months Ended	3 Months Ended	7 Months Ended
Significant Accounting Policies (Details) - USD ($)	Sep. 24, 2020	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Jun. 04, 2020
Significant Accounting Policies (Details) [Line Items]
Issuance of public offering value	$ 345,000,000
Number of offering shares	34,500,000
Public offering share price	$ 10.00
Public offering, description	Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value (the “Class A Common Stock”) and one-third of one redeemable warrant (each, a “Public Warrant”). Simultaneously, with the closing of the Public Offering, the Company consummated an approximately $8,900,000 private placement (“Private Placement”) of an aggregate of 5,933,334 warrants (“Private Placement Warrants”) at a price of $1.50 per warrant. Upon closing of the Public Offering and Private Placement on September 24, 2020, $345,000,000 in proceeds (including $12,075,000 of deferred underwriting commissions) from the Public Offering and Private Placement was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”). The remaining $9,005,393 held outside of the Trust Account was used to pay underwriting commissions of $6,900,000 and deferred offering and formation costs.
Cash balance		$ 325,151	$ 1,121,103
Cash and investments held in the trust account		$ 345,042,590	345,082,119
Exercise price		$ 11.50
Deferred tax asset		$ 1,701,187	3,648,841
Valuation allowance		1,701,187	$ 3,648,841
Income tax expense		$ 0
Common shares subject to redemption, description		The Company’s unaudited consolidated 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 per common share for basic and diluted Class A common stock for the three months ended March 31, 2021 is calculated by dividing the interest income earned on the Trust Account of $65,479 net of franchise taxes of $41,983, and income taxes of nil by the weighted average number of Class A redeemable common stock outstanding for the period.	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.
Federal depository insurance coverage amount (in Dollars)		$ 250,000	$ 250,000
Offering costs (in Dollars)		18,608,160	18,608,160
Net tangible assets (in Dollars)		$ 5,000,001	$ 5,000,001
Shares issued		10.00	28,851,640
Warrant issuance transaction costs			$ 498,140
Proceeds from private placement			8,900,000
Change in fair value of derivative warrant liabilities		$ (8,973,000)	16,260,669
Net income/loss		8,134,222	$ (17,375,434)
Over-Allotment Option [Member]
Significant Accounting Policies (Details) [Line Items]
Sale of stock units	4,500,000
Private Placement [Member]
Significant Accounting Policies (Details) [Line Items]
Public warrants			5,933,334
Warrant [Member]
Significant Accounting Policies (Details) [Line Items]
Convertible loans		$ 1,500,000
Business acquisition, share price		$ 1.50
Public warrants			11,500,000
Warrant [Member] \| Over-Allotment Option [Member]
Significant Accounting Policies (Details) [Line Items]
Private placement warrants to purchase		11,500,000	11,500,000
Outside of permanent equity		29,665,062
Class A common stock [Member]
Significant Accounting Policies (Details) [Line Items]
Shares of common stock issued		34,500,000	34,500,000
Shares subject to possible redemption		34,500,000
Outside of permanent equity		29,665,062		28,851,640
Number of shares		34,500,000
Sale of stock units			34,500,000
Shares issued			34,500,000
Net income/loss
Class A common stock [Member] \| Warrant [Member]
Significant Accounting Policies (Details) [Line Items]
Shares of common stock issued		5,933,334	5,933,334
Class B Common Stock [Member]
Significant Accounting Policies (Details) [Line Items]
Shares of common stock issued			8,625,000
Number of shares			8,625,000
General and administrative expenses			$ 201,897
Warrant issuance transaction costs		$ 862,274	889,980
Change in fair value of derivative warrant liabilities			16,260,669
Franchise taxes			22,889
Net income/loss		$ 8,110,726

Related Party Transactions (Details) - USD ($)	1 Months Ended	3 Months Ended	7 Months Ended
Related Party Transactions (Details) - USD ($)	Aug. 26, 2020	Mar. 31, 2021	Dec. 31, 2020	Jun. 06, 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	15,000
Administrative services fee incurred			48,000
Administrative services fee paid		$ 45,000	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.
Shares forfeited				1,125,000
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
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	$ 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
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Amount of loans to the company by sponsor			$ 300,000
Sponsor [Member] \| Founder Shares [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

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

Fair Value Measurements (Details Textual) - USD ($)	3 Months Ended	7 Months Ended
Fair Value Measurements (Details Textual) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Fair Value Measurements (Textual)
Change in fair flue of derivative liabilities	$ 8,900,000	$ 13,800,000
Cash balance held with trust account	$ 928	943
Transfers out of Level 3 to Level 1		$ 24,725,000
Dividend rate		0.00%

Public Offering (Details) - USD ($)	1 Months Ended	7 Months Ended
Public Offering (Details) - USD ($)	Sep. 24, 2020	Dec. 31, 2020	Mar. 31, 2021
Public Offering (Details) [Line Items]
Shares issued price per share	$ 0.20
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	$ 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
Class A Common Stock [Member]
Public Offering (Details) [Line Items]
Sale of an aggregate units (in Shares)		34,500,000
Shares issued price per share	$ 11.50
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Share price		$ 11.50	$ 11.50
Common stock excercise of public warrants (in Shares)		34,500,000
Initial 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”). The closing of the Public Offering included an exercise in full of the overallotment option granted to the underwriters.
Over-Allotment Option [Member]
Public Offering (Details) [Line Items]
Sale of an aggregate units (in Shares)	4,500,000
Shares issued price per share	$ 10.00
Underwriting discount paid (in Dollars)	$ 4,500,000
Additional units issued			4,500,000

Commitments and Contingencies (Details) - USD ($)	1 Months Ended	3 Months Ended	7 Months Ended
Commitments and Contingencies (Details) - USD ($)	Sep. 24, 2020	Mar. 31, 2021	Dec. 31, 2020
Commitments and Contingencies (Textual)
Acquisition legal fees		$ 3,873,280	$ 3,442,381
Number of shares purchased	4,500,000
Underwriting discount Paid	$ 6,900,000		$ 6,900,000
Sale per price	$ 0.20
Over-Allotment Option [Member]
Commitments and Contingencies (Textual)
Number of shares purchased		4,500,000
Underwriting discount Paid	$ 4,500,000
Sale per price	$ 10.00
Public Offering Price Member [Member]
Commitments and Contingencies (Textual)
Sale per price	$ 0.35
Additional fee	$ 12,075,000

Warrants (Details)	3 Months Ended
Warrants (Details)	Mar. 31, 2021 $ / shares
Warrants (Textual)
Warrants For Redemption	The Company may call the Warrants for redemption (except with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last reported closing price of the Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
Business combination, description	(x) the Company issues additional shares of Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination, and (z) the volume weighted average trading price of the Class A Common Stock during the 10 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the $18.00 per share redemption trigger price of the Warrants will be adjusted (to the nearest cent) to be equal to 180% of the Market Value. However, if the Company does not complete its initial Business Combination on or prior to September 24, 2022, the Warrants will expire at the end of such period.
Class A Ordinary Shares [Member]
Warrants (Textual)
Common stock equals or exceeds	$ 10.00

Consolidated Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Subject to possible redemption, shares	29,665,062	28,851,640
Redemption value per share (in Dollars per share)	$ 10.00	$ 10.00
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized	380,000,000	380,000,000
Common stock, issued	4,834,938	5,648,360
Common stock, outstanding	4,834,938	5,648,360
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized	20,000,000	20,000,000
Common stock, issued	8,625,000	8,625,000
Common stock, outstanding	8,625,000	8,625,000

Restatement of Previously Issued Financial Statements (Details) - Schedule of statements of balance sheet (Parentheticals) - $ / shares	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Sep. 24, 2020
Restatement of Previously Issued Financial Statements (Details) - Schedule of statements of balance sheet (Parentheticals) [Line Items]
Preferred stock, par value	$ 0.0001	$ 0.0001
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
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
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
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
Class B Common Stock [Member] \| As Previously Reported [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
Class B Common Stock [Member] \| Restatement Adjustment [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
Class B Common Stock [Member] \| As Restated [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
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		$ 0.0001
Class A Common Stock [Member] \| As Previously Reported [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
Class A Common Stock [Member] \| Restatement Adjustment [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
Class A Common Stock [Member] \| As Restated [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

Fair Value Measurements (Details 1) - Significant Other Unobservable Inputs (Level 3) [Member] - $ / shares	1 Months Ended	3 Months Ended	7 Months Ended
	Nov. 30, 2020	Mar. 31, 2021	Dec. 31, 2020
Exercise price	$ 11.50		$ 11.50
Stock price	$ 9.81	$ 9.97	$ 10.54
Volatility for public warrants	22.50%	30.40%
Volatility for private warrants	27.70%		30.30%
Term	5 years 6 months	5 years 6 months	5 years 6 months
Risk-free rate	0.32%	0.96%	0.43%
Dividend yield

Stockholders' Equity (Details) - $ / shares	3 Months Ended	7 Months Ended
Stockholders' Equity (Details) - $ / shares	Mar. 31, 2021	Dec. 31, 2020	Sep. 24, 2020
Stockholders’ Equity (Details) [Line Items]
Preferred stock shares authorized	1,000,000	1,000,000
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Class A Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock shares authorized	380,000,000	380,000,000
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Shares issued	34,500,000	34,500,000
Shares outstanding	29,665,062	28,851,640
Common stock, shares outstanding	4,834,938	5,648,360
Common Stock, Shares, Issued	4,834,938	5,648,360
Class B Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock shares authorized	20,000,000	20,000,000
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Shares issued		8,625,000
Shares outstanding		8,625,000
Common stock, shares outstanding	8,625,000	8,625,000
Common Stock, Shares, Issued	8,625,000	8,625,000

Subsequent Events (Details)	Feb. 10, 2021 USD ($)
Subsequent Event [Member]
Aggregate consideration receive by sharecare holders	$ 3,790,000,000