0001193125-21-176059 | 10-Q | XBRL Viewer | Thayer Ventures Acquisition Corp

Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2021	May 26, 2021
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Document Quarterly Report	true
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	91335
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	TVACU
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	TVACW
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 Sheets - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 813,316	$ 1,242,226
Prepaid expenses	474,092	509,248
Total current assets	1,287,408	1,751,474
Investments held in Trust Account	175,980,259	175,950,325
Total Assets	177,267,667	177,701,799
Current liabilities:
Accounts payable	90,033	296,718
Accrued expenses	70,000	70,000
Franchise tax payable	96,391	83,836
Total current liabilities	256,424	450,554
Deferred underwriting commission	6,900,000	6,900,000
Derivative warrant liabilities	9,551,750	15,871,750
Total Liabilities	16,708,174	23,222,304
Commitments and Contingencies
Class A common stock; 15,250,930 and 14,654,852 shares subject to possible redemption at $10.20 per share at March 31, 2021 and December 31, 2020, respectively	155,559,786	149,479,490
Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	1,877,912	7,957,848
Retained earnings (accumulated deficit)	3,121,464	(2,958,534)
Total stockholders' equity	5,000,007	5,000,005
Total Liabilities and Stockholders' Equity	177,267,667	177,701,799
Common Class A [Member]
Stockholders' Equity:
Common stock	200	260
Total stockholders' equity	200	260
Common Class B [Member]
Stockholders' Equity:
Common stock	431	431
Total stockholders' equity	$ 431	$ 431

Condensed Balance Sheets (Parenthetical) - $ / shares	3 Months Ended	5 Months Ended
Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Common shares subject to redemption	15,250,930	14,654,852
Common stock redemption price per share	$ 10.20	$ 10.20
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred Stock, Shares Issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Common shares subject to redemption	596,078
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	1,999,070	2,595,148
Common stock, shares outstanding	1,999,070	2,595,148
Common Class B [Member]
Common shares subject to redemption
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	4,312,500	4,312,500
Common stock, shares outstanding	4,312,500	4,312,500

Condensed Statements of Operations	3 Months Ended
Condensed Statements of Operations	Mar. 31, 2021 USD ($) $ / shares shares
General and administrative expenses	$ 221,169
Franchise tax expenses	48,767
Loss from operations	(269,936)
Interest income	29,934
Change in fair value of derivative warrant liabilities	6,320,000
Net income	6,079,998
Common Class A [Member]
Net income	$ 0
Weighed average shares outstanding \| shares	17,250,000
Basic and diluted net income per common share \| $ / shares
Common Class B [Member]
Net income	$ 6,100,000
Weighed average shares outstanding \| shares	4,312,500
Basic and diluted net income per common share \| $ / shares	$ 1.41

Condensed Statement of Changes in Stockholders' Equity - 3 months ended Mar. 31, 2021 - USD ($)	Total	Common Class A [Member]	Common Class B [Member]	Additional Paid-in Capital [Member]	Retained Earnings (Accumulated Deficit)
Balance at Dec. 31, 2020	$ 5,000,005	$ 260	$ 431	$ 7,957,848	$ (2,958,534)
Balance (Shares) at Dec. 31, 2020		2,595,148	4,312,500
Class A common stock subject to possible redemption	$ (6,079,996)	$ (60)		(6,079,936)
Class A common stock subject to possible redemption[Shares]	(15,250,930)	(596,078)
Net income	$ 6,079,998	$ 0	$ 6,100,000		6,079,998
Balance at Mar. 31, 2021	$ 5,000,007	$ 200	$ 431	$ 1,877,912	$ 3,121,464
Balance (Shares) at Mar. 31, 2021		1,999,070	4,312,500

- 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

- 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

Condensed Statement of Cash Flows	3 Months Ended
Condensed Statement of Cash Flows	Mar. 31, 2021 USD ($)
Cash Flows from Operating Activities:
Net income	$ 6,079,998
Adjustments to reconcile net loss to net cash used in operating activities:
Income earned on investments held in Trust Account	(29,934)
Change in fair value of derivative warrant liabilities	(6,320,000)
Changes in operating assets and liabilities:
Prepaid expenses	35,156
Accounts payable	(206,685)
Franchise tax payable	12,555
Net Cash Used in Operating Activities	(428,910)
Net decrease in cash	(428,910)
Cash - beginning of the period	1,242,226
Cash - end of the period	813,316
Supplemental disclosure of noncash financing activities:
Change in value of Class A common stock subject to possible redemption	$ 6,079,996

Description of Organization, Business Operations and Basis of Presentation

3 Months Ended

Mar. 31, 2021

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,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of March 31, 2021, the Company had not commenced any operations. All activity for the period from July 31, 2020 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (the “IPO”) 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 investments made using cash and cash equivalents from the proceeds derived from the IPO.

The Company’s sponsor is Thayer Ventures Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on December 10, 2020. On December 15, 2020, the Company consummated its IPO of 17,250,000 units (the “Units” and, with respect to the Class A common stock included in the Units 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 4) and net of reimbursement from the underwriters of approximately $1.7 million.

Simultaneously with the closing of the IPO, the Company consummated a private placement (“Private Placement”) of 7,175,000 warrants to purchase Class A common stock (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 $7.2 million (Note 3).

Upon the closing of the IPO and the Private Placement, approximately $176.0 million ($10.20 per Unit) of the net proceeds of the IPO 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 will be 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 of 1940 (as amended (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 IPO 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.

The Company will provide the holders of the Company’s outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, 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 at $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 4). These Public Shares are recorded at a redemption value and classified as temporary equity upon the completion of the IPO 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 IPO 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”)), is 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 IPO, 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 IPO, 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 4) 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 IPO against certain liabilities, including liabilities under 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 the Company’s 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 are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the period for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.

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

10-K/A

filed by the Company with the SEC on May 19, 2021.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by 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 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 March 31, 2021, the Company had approximately $813,000 outside of the Trust Account and working capital of approximately $1.

million, excluding approximately $96,000 of franchise tax payable.

The Company’s liquidity needs prior to the consummation of the IPO were satisfied through the payment of $25,000 from the Sponsor to cover for certain offering costs on behalf of the Company in exchange for the issuance of the Founders Shares (as defined in Note 4), and loan proceeds from the Sponsor of $400,000 under the Note (as defined Note 4). The Company repaid the Note in full on December 15, 2020. Subsequent to the consummation of the IPO, the Company’s liquidity have been satisfied through the net proceeds from the consummation of the IPO and the Private Placement held outside of the Trust Account.

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors 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, 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.

Significant Accounting Policies

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2. Significant Accounting Policies.

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 revenue and 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. One of the more significant accounting estimates included in these unaudited condensed 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.

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 Corporation limit of $250,000 and investments held in Trust Account. As of March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. The Company’s investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. Treasury securities, or a combination thereof.

Investments Held in Trust Account

The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments, dividends and interest held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account were determined using available market information.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2021 and December 31, 2020.

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. U.S. 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; and

•

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 March 31, 2021, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and franchise tax payable 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 185 days or less or investments in money market funds that comprise only U.S. Treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets.

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. In accordance with ASC

825-10

“Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities have been allocated based on their relative fair value of total proceeds and are recognized in the statement of operations as incurred.

The 8,625,000 warrants to purchase Class A common stock issued in connection with the IPO (the “Public Warrants”) and the 7,175,000 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 the Company’s statement of operations. The fair value of the Public Warrants have been measured at fair value using a Monte Carlo simulation model. The fair value of the Private Placement Warrants were estimated using Black-Scholes. As of March 31, 2021, the public price is used for the Public Warrants.

Offering Costs Associated with the IPO

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that were directly related to the IPO and that were charged to stockholders’ equity upon the completion of the IPO on December 15, 2020. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as

non-operating

expenses in the statement of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity.

Class A Common Stock Subject to Possible Redemption

Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2021 and December 31, 2020, 15,250,930 and 14,654,852 shares of Class A common stock subject to possible redemption at the redemption amount, respectively, were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Net Income Per Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260,

Earnings Per Share

. Net loss per common share is computed by dividing net loss 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 IPO and Private Placement to purchase an aggregate of 15,800,000 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. The average stock price was below the $11.50 purchase price, therefore, the earnings are diluted. As a result, diluted earnings per common share is the same as basic earnings per common share for the period presented.

The Company’s statement of operations includes a presentation of income (loss) per share for common stock subject to redemption in a manner similar to the

two-class

method of income per share. Net income (loss) per common stock, basic and diluted for Class A common stock is calculated by dividing the income on investments held in the Trust Account of approximately $30,000, net of applicable income and franchise taxes of approximately $30,000 for the three months ended March 31, 2021, by the weighted average number of shares of Class A common stock outstanding for the periods. Net income per common stock, basic and diluted for Class B common stock for the three months ended March 31, 2021 is calculated by dividing the net income of $6.1 million, less net income attributable to Class A common stock of $0, resulting in a net loss of $6.1 million, by the weighted average number of Class B common stock outstanding for the period.

Income Taxes

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

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 December 31, 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 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 potential income tax examinations by major taxing authorities.

Recent Adopted Accounting Standards

In August 2020, the FASB issued ASU No.

2020-06,

Debt—Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic

815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

Recent Issued Accounting Standards

The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statement.

Related Party Transactions

3 Months Ended

Mar. 31, 2021

Related Party Transactions

Note 4. Related Party Transactions.

Founder Shares and Private Placement 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 IPO. 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 IPO, 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 $7.2 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 IPO 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 IPO pursuant to a promissory note (the “Note”). This loan was

non-interest

bearing and payable on the earlier of the completion of the IPO or the date the Company determines not to conduct an IPO. The Company borrowed $400,000 under the Note. On December 15, 2020, the Company repaid the Note in full.

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 March 31, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans.

Administrative Support Agreement

Commencing on the date of the final prospectus of the IPO and continuing until the earlier of the Company’s consummation of a Business Combination and the Company’s liquidation, the Company will pay the Sponsor a total of $20,000 per month for office space and administrative and support services. For the three months ended March 31, 2021, no charges were incurred.

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 or their affiliates.

Derivative Warrant Liabilities

3 Months Ended

Mar. 31, 2021

Derivative Warrant Liabilities [Abstract]

Derivative Warrant Liabilities.

Note 6. Derivative Warrant Liabilities.

As of March 31, 2021 and December 31, 2020, the Company had 8,625,000 Public Warrants and 7,175,000 Private Placement Warrants outstanding.

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 IPO; 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 60th 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 elects, 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 Public Warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of the initial 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 the Company’s initial stockholders or their affiliates, without taking into account any Founder Shares held by the Company’s 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.

Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Use of Estimates

Concentration of Credit Risk

Cash and Cash Equivalents

Investments held in Trust Account

Investments Held in Trust Account

Fair Value of Financial Instruments

•

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

•

Derivative Warrant Liabilities

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. In accordance with ASC

825-10

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

Offering Costs Associated with the IPO

non-operating

expenses in the statement of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity.

Class A Common Stock Subject to Possible Redemption

Net Income Per Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260,

Earnings Per Share

The Company’s statement of operations includes a presentation of income (loss) per share for common stock subject to redemption in a manner similar to the

two-class

Income Taxes

Recent Adopted Accounting Standards

In August 2020, the FASB issued ASU No.

2020-06,

Debt—Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic

815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

Recent Issued Accounting Standards

Description of Organization, Business Operations and Basis of Presentation - Additional Information (Detail) - USD ($)		3 Months Ended	5 Months Ended
	Dec. 15, 2020	Mar. 31, 2021	Dec. 31, 2020	Aug. 11, 2020
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
Share redemption price per share		$ 10.20
Cash		$ 813,316	$ 1,242,226
Working capital deficit		$ 1,100,000
Offering costs	$ 9,200,000
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
Deferred underwriting expense	6,900,000
Underwriting commission reimbursement	$ 1,700,000
Franchise tax payable		$ 96,391	83,836
Private Placement Warrant [Member]
Warrants issued price per warrant	$ 1.00
Proceeds from issuance of warrants	$ 7,200,000
Sponsor [Member]
Issuance of common stock to sponsor			$ 25,000
Debt face amount				$ 400,000
IPO [Member]
Shares issued during period new issues	17,250,000
Share price	$ 10.00
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%
Over-Allotment Option [Member]
Shares issued during period new issues	2,250,000
Common Class A [Member] \| Private Placement Warrant [Member]
Warrants issued during the period	7,175,000

Significant Accounting Policies - Additional Information (Detail) - USD ($)	3 Months Ended	5 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Federal deposit insurance corporation coverage limit	$ 250,000
Unrecognized tax benefits	0
Income tax penalties and interest accrued	$ 0
Common shares subject to redemption	15,250,930	14,654,852
Potentially dilutive common shares excluded from the computation of weighted-average shares outstanding	15,800,000
Investment income earned on the Trust Account	$ 29,934
Franchise Tax Income	30,000
Net income loss	$ 6,079,998
Minimum [Member]
Sale of stock, price per share	$ 11.50
Common Class A [Member]
Common shares subject to redemption	596,078
Net income loss	$ 0
Common Class B [Member]
Common shares subject to redemption
Net income loss	$ 6,100,000
IPO [Member] \| Private Placement Warrants [Member]
Class of warrant or right,issued during the period	7,175,000
IPO [Member] \| Common Class A [Member] \| Public Warrants [Member]
Class of warrant or right,issued during the period	8,625,000

Initial Public Offering - Additional Information (Detail) $ / 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 ($)					5 Months Ended
	Dec. 31, 2020	Dec. 15, 2020	Aug. 13, 2020	Aug. 11, 2020	Dec. 31, 2020	Mar. 31, 2021	Oct. 27, 2020
Related Party Transaction [Line Items]
Share price		$ 10.20
Working Capital Loans [Member]
Related Party Transaction [Line Items]
Debt face amount						$ 1,500,000
Debt instrument, convertible conversion price						$ 1.00
Notes payable, related parties						$ 20,000
Common Class B [Member]
Related Party Transaction [Line Items]
Common stock, shares issued	4,312,500				4,312,500	4,312,500
Common stock, shares outstanding	4,312,500				4,312,500	4,312,500
Common stock, par value	$ 0.0001				$ 0.0001	$ 0.0001
Common Class A [Member]
Related Party Transaction [Line Items]
Common stock, shares issued	2,595,148				2,595,148	1,999,070
Common stock, shares outstanding	2,595,148				2,595,148	1,999,070
Common stock, par value	$ 0.0001				$ 0.0001	$ 0.0001
Sponsor [Member]
Related Party Transaction [Line Items]
Debt face amount				$ 400,000
Issuance of common stock to sponsor					$ 25,000
Sponsor [Member] \| Shares Subject to Forfeiture [Member]
Related Party Transaction [Line Items]
Common stock, shares outstanding		562,500
Sponsor [Member] \| Founder Shares [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] \| 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	$ 400,000
Sponsor [Member] \| Private Placement [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		$ 7,200,000
Exercise price of warrants		$ 11.50
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

Derivative Warrant Liabilities - Additional Information (Detail) - $ / shares		3 Months Ended
	Dec. 31, 2020	Mar. 31, 2021	Dec. 15, 2020
Share price			$ 10.20
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 outstanding	7,175,000	8,625,000
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
Private Placement Warrants [Member]
Class of warrant or right outstanding	7,175,000	8,625,000
Common Class A [Member]
Percentage of gross proceeds from share issue for the purposes of business combination		50.00%
Class of warrants or rights number of shares called by each warrant or right			1
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

Stockholder's Equity - Additional Information (Detail) - $ / shares	3 Months Ended	5 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares outstanding	0	0
Common shares subject to redemption	15,250,930	14,654,852
Common Class A [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	1,999,070	2,595,148
Common stock, shares outstanding	1,999,070	2,595,148
Common stock, threshold percentage on conversion of shares	20.00%
Common shares subject to redemption	596,078
Common stock shares outstanding subject to possible redemption	1,999,070	2,595,148
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	4,312,500	4,312,500
Common stock, shares outstanding	4,312,500	4,312,500
Common shares subject to redemption

Commitments and Contingencies - Additional Information (Detail) - USD ($)		1 Months Ended
	Dec. 15, 2020	Sep. 30, 2020
Subsidiary, Sale of Stock [Line Items]
Deferred underwriting fee payable	$ 6,900,000
Percentage of underwriting expense	1.00%
Underwriting commission reimbursement	$ 1,700,000
Advisory services fee		$ 10,000
Deferred success cost		$ 50,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Under writing discount per unit	$ 0.20
IPO [Member] \| Underwriting Expense [Member]
Subsidiary, Sale of Stock [Line Items]
Payments of stock issuance costs	$ 3,450,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Deferred underwriting commission per unit	$ 0.40

Fair Value Measurements - Summary Of Fair Value, Measured On Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Fair Value, Inputs, Level 1 [Member]
Assets:
Investment held in Trust Account	$ 175,980,259	$ 172,500,000
Fair Value, Inputs, Level 1 [Member] \| Public Warrants [Member]
Liabilities:
Derivative warrant liabilities	5,175,000	0
Fair Value, Inputs, Level 1 [Member] \| Private Warrants [Member]
Liabilities:
Derivative warrant liabilities	0
Fair Value, Inputs, Level 2 [Member]
Assets:
Investment held in Trust Account	0	0
Fair Value, Inputs, Level 2 [Member] \| Public Warrants [Member]
Liabilities:
Derivative warrant liabilities	0	0
Fair Value, Inputs, Level 2 [Member] \| Private Warrants [Member]
Liabilities:
Derivative warrant liabilities	0
Fair Value, Inputs, Level 3 [Member]
Assets:
Investment held in Trust Account	0	0
Fair Value, Inputs, Level 3 [Member] \| Public Warrants [Member]
Liabilities:
Derivative warrant liabilities	0	8,625,000
Fair Value, Inputs, Level 3 [Member] \| Private Warrants [Member]
Liabilities:
Derivative warrant liabilities	$ 4,376,750	$ 7,246,750

Fair Value Measurements - Summary Of Quantitative Information Regarding Fair Value Measurements (Detail) - Fair Value, Inputs, Level 3 [Member] - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Exercise price	$ 11.50	$ 11.50
Volatility	10.00%	15.40%
Stock price	$ 9.90	$ 9.98
Expected life of the options to convert	6 years 3 months	6 years 6 months
Risk-free rate	1.22%	0.58%
Dividend yield	0.00%	0.00%

Fair Value Measurements - Summary Of Change in Derivative Warrant Liabilities Measured At Fair Value (Detail)	3 Months Ended
	Mar. 31, 2021 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative warrant liabilities, Beginning balance	$ 15,871,750
Change in fair value of warrant liabilities	(6,320,000)
Derivative warrant liabilities, Ending balance	9,551,750
Derivative Warrant Liabilities [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative warrant liabilities, Beginning balance	15,871,750
Transfer of Public warrant liabilities to Level 1	(3,450,000)
Change in fair value of warrant liabilities	(2,870,000)
Derivative warrant liabilities, Ending balance	$ 9,551,750

Fair Value Measurements - Additional Information (Detail) $ in Millions	3 Months Ended
	Mar. 31, 2021 USD ($)
Fair Value Disclosures [Abstract]
Decrease in fair value of liabilities	$ 6.3