0001193125-21-014883 | 10-Q | XBRL Viewer | Thayer Ventures Acquisition Corp

Cover Page - shares	2 Months Ended
Cover Page - shares	Sep. 30, 2020	Jan. 22, 2021
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Document Transition Report	false
Entity Registrant Name	Thayer Ventures Acquisition Corp
Entity Central Index Key	0001820566
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity File Number	001-39791
Entity Tax Identification Number	85-2426959
Entity Address, Address Line One	25852 McBean Parkway
Entity Address, City or Town	Valencia
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91355
City Area Code	415
Local Phone Number	782-1414
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	TVAC
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A common stock, $0.0001 par value
Trading Symbol	TVAC
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock
Trading Symbol	TVAC
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		17,250,000
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		4,312,500

Condensed Balance Sheet	Sep. 30, 2020 USD ($)
Assets:
Deferred offering costs associated with initial public offering	$ 224,138
Total Assets	224,138
Current liabilities:
Accounts payable	26,714
Accrued expenses	104,907
Franchise tax payable	33,475
Total current liabilities	165,096
Note Payable	87,281
Total Liabilities	252,377
Commitments and Contingencies
Stockholder's Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	24,569
Accumulated deficit	(53,239)
Total stockholder's deficit	(28,239)
Total Liabilities and Stockholder's Deficit	224,138
Common Class A [Member]
Stockholder's Deficit:
Common stock
Total stockholder's deficit
Common Class B [Member]
Stockholder's Deficit:
Common stock	431
Total stockholder's deficit	$ 431

Condensed Balance Sheet (Parenthetical)	Sep. 30, 2020 $ / shares shares
Preferred stock, par value \| $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred Stock, Shares Issued	0
Preferred stock, shares outstanding	0
Common Class A [Member]
Common stock, par value \| $ / shares	$ 0.0001
Common stock, shares authorized	100,000,000
Common stock, shares issued	0
Common stock, shares outstanding	0
Common Class B [Member]
Common stock, par value \| $ / shares	$ 0.0001
Common stock, shares authorized	10,000,000
Common stock, shares issued	4,312,500
Common stock, shares outstanding	4,312,500

Condensed Statement of Operations	2 Months Ended
Condensed Statement of Operations	Sep. 30, 2020 USD ($) $ / shares shares
General and administrative expenses	$ 19,764
Franchise tax expenses	33,475
Net loss	$ (53,239)
Weighted average shares outstanding, basic and diluted \| shares	4,312,500
Basic and diluted net loss per share \| $ / shares	$ (0.01)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Condensed Statement of Changes in Stockholder's Deficit - 2 months ended Sep. 30, 2020 - USD ($)	Total	Common Class A [Member]	Common Class B [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]
Balance at Jul. 31, 2020
Balance (Shares) at Jul. 31, 2020		0	0
Issuance of common stock to sponsor	25,000		$ 431	24,569
Issuance of common stock to Sponsor (Shares)		0	4,312,500
Net loss	(53,239)				(53,239)
Balance at Sep. 30, 2020	$ (28,239)		$ 431	$ 24,569	$ (53,239)
Balance (Shares) at Sep. 30, 2020		0	4,312,500

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References + Details

Consolidated Statements of Cash Flows	2 Months Ended
Consolidated Statements of Cash Flows	Sep. 30, 2020 USD ($)
Cash Flows from Operating Activities:
Net loss	$ (53,239)
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative expenses paid by Sponsor under note payable	8,500
Changes in operating assets and liabilities:
Accounts payable	11,264
Franchise tax payable	33,475
Net cash used in operating activities
Net change in cash
Cash - beginning of the period
Cash - end of the period
Supplemental disclosure of noncash financing activities:
Offering costs paid in exchange for issuance of common stock to Sponsor	25,000
Offering costs included in accounts payable and accrued expenses	120,357
Offering costs included in note payable	$ 78,781

Description of Organization, Business Operations and Basis of Presentation

2 Months Ended

Sep. 30, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Organization, Business Operations and Basis of Presentation

Note 1—Description of Organization, Business Operations and Basis of Presentation

Thayer Ventures Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on July 31, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of September 30, 2020, the Company had not commenced any operations. All activity for the period from July 31, 2020 (inception) through September 30, 2020 relates to the Company’s formation and the initial public offering (“the Initial Public Offering”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The

Company generates non-operating income in

the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is Thayer Ventures Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on December 10, 2020. On December 15, 2020, the Company consummated its Initial Public Offering of 17,250,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 2,250,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $172.5 million, and incurring offering costs of approximately $9.2 million, inclusive of $6.9 million in deferred underwriting commissions (Note 5) and net of reimbursement from underwriters of approximately $1.7 million.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 7,175,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.1 million (Note 4).

Upon the closing of the Initial Public Offering and the Private Placement, approximately $176.0 million ($10.20 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and were invested only in U.S. government treasury obligations with a maturity of

185 days

or less or in money market funds meeting certain

conditions under Rule 2a-7 under the

Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the funds held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940.

The Company will provide the holders (the “Public Stockholders”) of the Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (currently $10.20 per Public Share).

The per-share amount

to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If the Company seeks stockholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in connection with a Business Combination in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all or are not a holder of record of Public Shares on the record date established in connection with a Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

The Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The holders of the Founder Shares (the “initial stockholders”) agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’

rights or pre-initial Business Combination

activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering, or June 15, 2022, (the “Combination Period”) and the Company’s stockholders have not amended the Certificate of Incorporation to extend such Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares,

at a per-share price, payable

in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.20. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding our independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Basis of Presentation

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and Article 8 of Regulation

S-X.

Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the period from July 31, 2020 (inception) through September 30, 2020 are not necessarily indicative of the results that may be expected for the period ended December 31, 2020 or any future period

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form

8-K

and the final prospectus filed by the Company with the SEC on December

, 2020 and December 11, 2020, respectively.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth 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 audited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Liquidity and Capital Resources

As of September 30, 2020, the Company had no cash and a working capital deficit of approximately $165,000.

Prior to the consummation of the Initial Public Offering, the Company’s liquidity needs had been satisfied through the payment of $25,000 from the Sponsor to cover for certain offering costs on behalf of the Company in exchange for issuance of Founders Shares (as defined in Note 4), and loan proceeds from the Sponsor of $400,000 under the Note, approximately $87,000 through September 30, 2020 (as defined Note 4). The Company repaid the Note in full on December 15, 2020. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a 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 4). As of September 30, 2020, there were no amounts outstanding under any Working Capital Loans.

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 the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Summary of Significant Accounting Policies

2 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2—Summary of Significant Accounting Policies

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. At September 30, 2020, 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 the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the unaudited condensed balance sheet primarily due to their short-term nature.

Use of Estimates

The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s 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 unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Deferred Offering Costs Associated with the Initial Public Offering

Deferred offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering on December 15, 2020. As of September 30, 2020, the Company incurred approximately $224,000 of deferred offering costs.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Net deferred tax assets were immaterial as of September 30, 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. There were no unrecognized tax benefits as of September 30, 2020. 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 as of September 30, 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 immaterial for the period from July 31, 2020 (inception) through September 30, 2020.

Recent Accounting Pronouncements

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

Net Loss Per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. At September 30, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.

Related Party Transactions

2 Months Ended

Sep. 30, 2020

Related Party Transactions

Note 4— Related Party Transactions

Founder Shares

On August 11, 2020, the Sponsor subscribed to purchase 5,031,250 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”) for an aggregate price of $25,000. On August 13, 2020, the Sponsor paid $25,000 for certain offering costs on behalf of the Company in exchange for issuance of the Founder Shares. On October 27, 2020, 718,750 Founder Shares were contributed back to the Company for no consideration, resulting in an aggregate of 4,312,500 Founder Shares issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the share surrender. On November 9, 2020, the Sponsor transferred 25,000 Founder Shares to each of the independent director nominees. The initial stockholders agreed to forfeit up to 562,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriter exercised its over-allotment option in full on December 15, 2020; thus, these 562,500 Founder Shares were no longer subject to forfeiture.

The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days

within any 30-trading day period

commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares.

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 7,175,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.1 million.

Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants

will be non-redeemable for cash

and exercisable on a cashless basis so long as they are held by the initial purchasers or their permitted transferees.

The purchasers of the Private Placement Warrants agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination.

Related Party Loans

On August 11, 2020, the Sponsor agreed to loan the Company an aggregate of up to $400,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This

loan was non-interest bearing and

payable on the earlier of the completion of the Initial Public Offering or the date the Company determines not to conduct an Initial Public Offering. As of September 30, 2020, the Company had borrowed approximately $87,000 under the Note. Through the date of the Initial Public Offering, the Company borrowed $400,000 and fully repaid the Note on December 15, 2020.

In addition, in order to finance transaction costs in connection with a 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 (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2020, the Company had no borrowings under the Working Capital Loans.

Administrative Services Agreement

Commencing on the date of the final prospectus of the Initial Public Offering and continuing until the earlier of the Company’s consummation of a Business Combination and the Company’s liquidation, the Company will reimburse the Sponsor up to a total of $20,000 per month for office space and administrative and support services.

The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any

out-of-pocket

expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or the Company’s or their affiliates.

Stockholder's Equity

2 Months Ended

Sep. 30, 2020

Stockholders' Equity Note [Abstract]

Stockholder's Equity

Note 6—Stockholder’s Equity

Preferred Stock

—The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2020, there were no shares of preferred stock issued or outstanding.

Class

A Common Stock

— The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of September 30, 2020, there were no shares of Class A common stock issued or outstanding.

Class

B Common Stock

—The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. On July 31, 2020, the Company issued 7,187,500 shares of Class B common stock. On August 13, 2020, the Company issued 5,031,250 shares of common stock to the Sponsor. On October 27, 2020, 718,750 shares of common stock were contributed back to the Company for no consideration, resulting in an aggregate of 4,312,500 shares of common stock issued and outstanding. Of the 4,312,500 shares of Class B common stock outstanding, up to 562,500 shares were subject to forfeiture if the underwriters did not exercise their over-allotment option in full, so that the initial stockholders would collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. The underwriter exercised its over-allotment option in full on December 15, 2020; thus, these 562,500 shares of Class B common stock were no longer subject to forfeiture.

Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. With respect to any matter submitted to a vote of the stockholders, including any vote in connection with the initial Business Combination, except as required by law or the applicable rules of Nasdaq then in effect, holders of the shares of Class A common stock and shares of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders.

The Class B common stock will automatically convert into Class A common stock at the time of the initial 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 excess of the amounts offered in the Initial Public Offering and related to the closing of the Business Combination, including pursuant to a specified future issuance, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the initial stockholders agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate,

on an as-converted basis, 20%

of the sum of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (after giving effect to any redemptions of shares of Class A common stock By Public Stockholders) (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans). The Sponsor may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. In no event will the shares of our Class B common stock convert into shares of our Class A common stock at a rate of

less than one-to-one.

Warrants

— Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60

business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the 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 board of directors and, in the case of any such issuance to our initial stockholders or their affiliates, without taking into account any Founder Shares held by our initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (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 on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and 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 a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants

will be non-redeemable so long

as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its 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.

Redemption of warrants when the price per share of Class

A common stock equals or exceeds $18.00.

Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein 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 sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) 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 (the “Reference Value”).

The Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available

throughout the 30-day redemption period.

Redemption of warrants when the price per share of Class

A common stock equals or exceeds $10.00:

After the warrants become exercisable, the Company may redeem the outstanding warrants:

•

in whole and not in part;

•

at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that during such 30 day period holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to an agreed table based on the redemption date and the “fair market value” of the shares of Class A common stock (as defined below); provided, further, that if the warrants are not exercised on a cashless basis or otherwise during such 30 day period, the Company shall redeem such warrants for $0.10 per share;

•

if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and

•

if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) then the Private Placement Warrants must also concurrently be called for redemption on the same terms (equal to a number of shares of Class A common stock) as the outstanding Public Warrants as described above.

The “fair market value” of Class A common stock for the above purpose shall mean the average reported last sale price of Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment).

In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Summary of Significant Accounting Policies (Policies)

2 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Concentration of Credit Risk

Fair Value of Financial Instruments

Use of Estimates

Deferred Offering Costs Associated with the Initial Public Offering

Income Taxes

The provision for income taxes was immaterial for the period from July 31, 2020 (inception) through September 30, 2020.

Recent Accounting Pronouncements

Net Loss Per Common Share

- Definition

Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 45
-Paragraph 25
-URI http://asc.fasb.org/extlink&oid=120406818&loc=d3e32247-109318

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 20
-URI http://asc.fasb.org/extlink&oid=84230637&loc=d3e32847-109319

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 954
-SubTopic 740
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6491622&loc=d3e9504-115650

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 19
-URI http://asc.fasb.org/extlink&oid=84230637&loc=d3e32840-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=116657188&loc=SL116659661-227067

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=84230637&loc=d3e32639-109319

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
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-URI http://asc.fasb.org/extlink&oid=120406818&loc=d3e32280-109318

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
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-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=84230637&loc=d3e32809-109319

+ Details

Description of Organization, Business Operations and Basis of Presentation - Additional Information (Detail) - USD ($)		2 Months Ended
	Dec. 15, 2020	Sep. 30, 2020	Aug. 11, 2020
Share redemption price per share		$ 10.20
Cash		$ 0
Working capital deficit		165,000
Issuance of common stock to sponsor		$ 25,000
Threshold percentage on fair market value of net assets held In trust account for business combination		80.00%
Threshold percentage on purchase of outstanding voting shares for business combination		50.00%
Net tangible assets required for business combination		$ 5,000,001
Threshold number of days allowed to consummate business combination		18 months
Minimum interest on trust deposits eligible to pay dissolution expenses		$ 100,000
Sponsor [Member]
Issuance of common stock to sponsor		25,000
Proceeds from related party debt		$ 87,000
Debt face amount			$ 400,000
Subsequent Event [Member]
Shares issued during period new issues	17,250,000
Share price	$ 10.20
Proceeds from initial public offering	$ 172,500,000
Proceeds from issuance of common stock	$ 176,000,000
Investment maturity period	185 days
Offering costs	$ 9,200,000
Deferred underwriting expense	6,900,000
Underwriting commission reimbursement	$ 1,700,000
Subsequent Event [Member] \| Private Placement Warrant [Member]
Warrants issued during the period	7,175,000
Warrants issued price per warrant	$ 1.00
Proceeds from issuance of warrants	$ 7,100,000
IPO [Member]
Maximum percentage of shares redeemed without prior consent from company		15.00%
Maximum percentage of shares redeemed on non completion of business combination		100.00%
IPO [Member] \| Subsequent Event [Member]
Shares issued during period new issues	17,250,000
Share price	$ 10.00
Over-Allotment Option [Member] \| Subsequent Event [Member]
Shares issued during period new issues	2,250,000

Initial Public Offering - Additional Information (Detail) - Subsequent Event [Member] $ / shares in Units, $ in Millions	Dec. 15, 2020 USD ($) $ / shares shares
Shares issued during period new issues	17,250,000
Share price \| $ / shares	$ 10.20
Proceeds from initial public offering \| $	$ 172.5
Offering costs \| $	9.2
Deferred underwriting expense \| $	6.9
Underwriting commission reimbursement \| $	$ 1.7
Public Warrant [Member]
Description of class of warrant or right	Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant
Exercise price of warrants \| $ / shares	$ 11.50
Anchor Investors [Member]
Shares issued during period new issues	4,944,550
IPO [Member]
Shares issued during period new issues	17,250,000
Share price \| $ / shares	$ 10.00
Over-Allotment Option [Member]
Shares issued during period new issues	2,250,000
Common Class A [Member]
Number of securities called by each warrant	1

Related Party Transactions - Additional Information (Detail) - USD ($)					2 Months Ended
	Dec. 15, 2020	Sep. 30, 2020	Aug. 13, 2020	Aug. 11, 2020	Sep. 30, 2020	Oct. 27, 2020
Related Party Transaction [Line Items]
Issuance of common stock to sponsor					$ 25,000
Working Capital Loans [Member]
Related Party Transaction [Line Items]
Debt face amount		$ 1,500,000			$ 1,500,000
Debt instrument, convertible conversion price		$ 1.00			$ 1.00
Notes payable, related parties		$ 20,000			$ 20,000
Subsequent Event [Member]
Related Party Transaction [Line Items]
Share price	$ 10.20
Subsequent Event [Member] \| Private Placement Warrant [Member]
Related Party Transaction [Line Items]
Warrants issued during the period	7,175,000
Warrants issued price per warrant	$ 1.00
Proceeds from issuance of warrants	$ 7,100,000
Common Class B [Member]
Related Party Transaction [Line Items]
Common stock, shares issued		4,312,500			4,312,500
Common stock, shares outstanding		4,312,500			4,312,500
Common stock, par value		$ 0.0001			$ 0.0001
Issuance of common stock to sponsor					$ 431
Common Class B [Member] \| Subsequent Event [Member]
Related Party Transaction [Line Items]
Common stock, shares issued						4,312,500
Common stock, shares outstanding						4,312,500
Common Class A [Member]
Related Party Transaction [Line Items]
Common stock, shares issued		0			0
Common stock, shares outstanding		0			0
Common stock, par value		$ 0.0001			$ 0.0001
Issuance of common stock to sponsor
Sponsor [Member]
Related Party Transaction [Line Items]
Debt face amount				$ 400,000
Issuance of common stock to sponsor					25,000
Proceeds from related party debt					$ 87,000
Sponsor [Member] \| Shares Subject to Forfeiture [Member]
Related Party Transaction [Line Items]
Common stock, shares outstanding	562,500
Sponsor [Member] \| Subsequent Event [Member] \| Private Placement Warrant [Member]
Related Party Transaction [Line Items]
Exercise price of warrants	$ 11.50
Sponsor [Member] \| Founder Shares [Member] \| Subsequent Event [Member]
Related Party Transaction [Line Items]
Common stock, shares issued						4,312,500
Common stock, shares outstanding	562,500					4,312,500
Shares surrendered during the period						718,750
Percentage of founder shares to common stock outstanding after IPO	20.00%
Sponsor [Member] \| Founder Shares [Member] \| Subsequent Event [Member] \| Independent Director [Member]
Related Party Transaction [Line Items]
Shares transferred during the period	25,000
Sponsor [Member] \| Related Party Loans [Member]
Related Party Transaction [Line Items]
Debt face amount				$ 400,000
Proceeds from related party debt		$ 87,000
Sponsor [Member] \| Related Party Loans [Member] \| Subsequent Event [Member]
Related Party Transaction [Line Items]
Repayment of related party debt	$ 400,000
Sponsor [Member] \| Private Placement [Member] \| Subsequent Event [Member]
Related Party Transaction [Line Items]
Warrants issued during the period	7,175,000
Warrants issued price per warrant	$ 1.00
Proceeds from issuance of warrants	$ 7,100,000
Class of warrants or rights transfers, restriction on number of days from the date of business combination	30 days
Sponsor [Member] \| Common Class B [Member] \| Founder Shares [Member]
Related Party Transaction [Line Items]
Related party transaction amounts of transaction			$ 25,000
Common stock, shares subscribed				5,031,250
Common stock, par value				$ 0.0001
Issuance of common stock to sponsor				$ 25,000
Sponsor [Member] \| Common Class A [Member] \| Share Price Equals or Exceeds $12.00 Per Share [Member] \| Founder Shares [Member]
Related Party Transaction [Line Items]
Share price		$ 12.00			$ 12.00
Common stock, transfers, threshold trading days		20 days
Common stock transfers restriction on number of days from the date of business combination		150 days
Common stock, transfers, threshold consecutive trading days		30 days

Commitments and Contingencies - Additional Information (Detail) - USD ($)		1 Months Ended	2 Months Ended
	Dec. 15, 2020	Sep. 30, 2020	Sep. 30, 2020
Subsidiary, Sale of Stock [Line Items]
Advisory services fee		$ 10,000
Deferred success cost		$ 50,000
Subsequent Event [Member]
Subsidiary, Sale of Stock [Line Items]
Deferred underwriting fee payable	$ 6,000,000
Percentage of underwriting expense	1.00%
Underwriting commission reimbursement	$ 1,700,000
IPO [Member] \| Subsequent Event [Member]
Subsidiary, Sale of Stock [Line Items]
Under writing discount per unit	$ 0.20
Underwriting expense paid	$ 3,450,000
Underwriting discount payable	3,450,000
Deferred underwriting commission	6,900,000
IPO [Member] \| Subsequent Event [Member] \| Underwriting Expense [Member]
Subsidiary, Sale of Stock [Line Items]
Payments of stock issuance costs	$ 3,000,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Underwriters option vesting period			45 days
Common stock shares subscribed but not yet issued		2,250,000	2,250,000
Over-Allotment Option [Member] \| Subsequent Event [Member]
Subsidiary, Sale of Stock [Line Items]
Deferred underwriting commission per unit	$ 0.40
Deferred underwriting commission	$ 6,900,000

Stockholder's Equity - Additional Information (Detail) - $ / shares					2 Months Ended
	Dec. 15, 2020	Oct. 27, 2020	Aug. 13, 2020	Jul. 31, 2020	Sep. 30, 2020
Preferred stock, par value					$ 0.0001
Preferred stock, shares authorized					1,000,000
Preferred stock shares issued					0
Preferred stock, shares outstanding					0
Event Triggering the Value of Warrants [Member]
Volume weighted average share price					$ 9.20
Number of consecutive trading days for determining share price					20 days
Public Warrants [Member]
Class of warrant or right redemption threshold consecutive trading days					30 days
Class of warrant or right, threshold period for exercise from date of closing public offering					12 months
Class of warrant, exercise price					$ 11.50
Class of warrants or rights term					5 years
Subsequent Event [Member]
Common stock issued during the period shares	17,250,000
Share price	$ 10.20
Subsequent Event [Member] \| Over-Allotment Option [Member]
Common stock issued during the period shares	2,250,000
Common Class A [Member]
Common stock, par value					$ 0.0001
Common stock, shares authorized					100,000,000
Common stock, shares issued					0
Common stock, shares outstanding					0
Stock issued during the period shares for services					0
Common stock, threshold percentage on conversion of shares					20.00%
Percentage of gross proceeds from share issue for the purposes of business combination					50.00%
Common Class A [Member] \| Share Price Equals or Exceeds $10.00 Per Share [Member]
Share price					$ 0.10
Percentage of warrants exercised on cashless basis					30.00%
Common Class A [Member] \| Share Price Equals or Exceeds $18.00 Per Share [Member]
Share price					$ 18.00
Common Class A [Member] \| Event Triggering the Value of Warrants [Member]
Share price					$ 9.20
Class of warrant or right adjustment to exercise price percentage.					115.00%
Common Class A [Member] \| Public Warrants [Member]
Class of warrant or right, threshold period for exercise from date of closing public offering					15 days
Number of consecutive tradings days for the purpose of determining the fair market value of common stock triggering warrant redemption					10 days
Class of warrants or rights number of shares called by each warrant or right					0.361
Common Class A [Member] \| Public Warrants [Member] \| Share Price Equals or Exceeds $10.00 Per Share [Member]
Share price					$ 10.00
Common Class A [Member] \| Public Warrants [Member] \| Share Price Equals or Exceeds $18.00 Per Share [Member]
Share price					18.00
Common Class A [Member] \| Public Warrants [Member] \| Share Trigger Price One [Member]
Share price that triggers warrant redemption					$ 10.00
Share price that triggers warrant redemption percentage					100.00%
Class of warrant or right, redemption price					$ 0.10
Number of days of notice to be given for the redemption of warrants					30 days
Common Class A [Member] \| Public Warrants [Member] \| Share Trigger Price Two [Member]
Share price that triggers warrant redemption					$ 18.00
Share price that triggers warrant redemption percentage					180.00%
Class of warrant or right, redemption price					$ 0.01
Number of days of notice to be given for the redemption of warrants					30 days
Warrant instrument redemption threshold consecutive trading days					20 days
Warrant instrument redemption threshold trading days					30 days
Period during which registration statement shall be effective for warrant redemption					30 days
Common Class A [Member] \| Subsequent Event [Member]
Class of warrants or rights number of shares called by each warrant or right	1
Common Class B [Member]
Common stock, par value					$ 0.0001
Common stock, shares authorized					10,000,000
Common stock, shares issued					4,312,500
Common stock, shares outstanding					4,312,500
Common stock issued during the period shares				7,187,500
Stock issued during the period shares for services					4,312,500
Common Class B [Member] \| Subsequent Event [Member]
Common stock, shares issued		4,312,500
Common stock, shares outstanding		4,312,500
Share based compensation by share based payment arrangement forfeiture		718,750
Shares were subject to forfeiture		562,500
Common Class B [Member] \| Subsequent Event [Member] \| Over-Allotment Option [Member]
Common stock shares not subject to forfeiture	562,500
Common Class B [Member] \| Sponsor [Member]
Stock issued during the period shares for services			5,031,250
Common Class B [Member] \| Sponsor [Member] \| Subsequent Event [Member]
Percentage of common stock outstanding		20.00%

Summary of Significant Accounting Policies - Additional Information (Detail)	2 Months Ended
	Sep. 30, 2020 USD ($) shares
Federal deposit insurance corporation coverage limit	$ 250,000
Deferred offering costs associated with initial public offering	224,138
Unrecognized tax bnefits	0
Income tax penalties and interest accrued	$ 0
Weighted average number diluted shares outstanding adjustment \| shares	0
IPO [Member]
Deferred offering costs associated with initial public offering	$ 224,000