0001140361-21-018545 | 10-Q | XBRL Viewer | Arrowroot Acquisition Corp

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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2021	May 24, 2021
Entity Listings [Line Items]
Entity Registrant Name	Arrowroot Acquisition Corp.
Entity Central Index Key	0001835972
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Entity Address, State or Province	CA
Entity Current Reporting Status	No
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
Class A Common Stock [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		28,750,000
Class B Common Stock [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		7,187,500

CONDENSED BALANCE SHEET - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets
Cash	$ 871,526	$ 21,965
Prepaid expenses	1,020,972	0
Total Current Assets	1,892,498	21,965
Deferred offering costs	0	94,567
Marketable securities held in Trust Account	287,501,891	0
TOTAL ASSETS	289,394,389	116,532
Current liabilities
Accounts payable and accrued expenses	126,935	1,041
Accrued offering costs	0	87,215
Total Current Liabilities	126,935	88,256
Deferred underwriting fee payable	10,062,500	0
Warrant liability	18,100,000	0
Total Liabilities	28,289,435	88,256
Commitments and Contingencies
Class A common stock subject to possible redemption 25,610,495 shares at $10.00 per share redemption value	256,104,950	0
Shareholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding	0	0
Additional paid-in capital	3,370,075	29,281
Retained earnings/(Accumulated deficit)	1,628,896	(1,724)
Total Stockholders' Equity	5,000,004	28,276
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	289,394,389	116,532
Class A Common Stock [Member]
Shareholders' Equity:
Common shares - $0.0001 par value	314	0
Class B Common Stock [Member]
Shareholders' Equity:
Common shares - $0.0001 par value	$ 719	$ 719

CONDENSED BALANCE SHEET (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
LIABILITIES AND STOCKHOLDERS' EQUITY
Common stock subject to possible redemption (in shares)	25,610,495	25,610,495
Class A common stock, redemption price (in dollars per share)	$ 10.00	$ 10.00
Shareholders' Equity:
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Class A Common Stock [Member]
LIABILITIES AND STOCKHOLDERS' EQUITY
Common stock subject to possible redemption (in shares)	25,610,495
Shareholders' Equity:
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, shares issued (in shares)	3,139,505	0
Common stock, shares outstanding (in shares)	3,139,505	0
Class B Common Stock [Member]
Shareholders' Equity:
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	20,000,000	20,000,000
Common stock, shares issued (in shares)	7,187,500	7,187,500
Common stock, shares outstanding (in shares)	7,187,500	7,187,500

CONDENSED STATEMENT OF OPERATIONS	3 Months Ended
CONDENSED STATEMENT OF OPERATIONS	Mar. 31, 2021 USD ($) $ / shares shares
Loss from Operations
Operating and formation costs	$ 942,521
Loss from operations	(942,521)
Other income:
Change in fair value of warrant liability	2,571,250
Interest earned on marketable securities held in Trust Account	1,891
Other income, net	2,573,141
Income before income taxes	1,630,620
Provision for income taxes	0
Net income	1,630,620
Class A Redeemable Common Stock [Member]
Other income:
Interest earned on marketable securities held in Trust Account	$ 1,891
Basic weighted average shares outstanding (in shares) \| shares	28,750,000
Basic net income per share (in dollars per share) \| $ / shares	$ 0
Diluted weighted average shares outstanding (in shares) \| shares	28,750,000
Diluted net income per share (in dollars per share) \| $ / shares	$ 0
Class B Non-Redeemable Common Stock [Member]
Other income:
Net income	$ 1,630,620
Basic weighted average shares outstanding (in shares) \| shares	6,531,250
Basic net income per share (in dollars per share) \| $ / shares	$ 0.25
Diluted weighted average shares outstanding (in shares) \| shares	6,531,250
Diluted net income per share (in dollars per share) \| $ / shares	$ 0.25

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 3 months ended Mar. 31, 2021 - USD ($)	Common Stock [Member] Class A Common Stock [Member]	Common Stock [Member] Class B Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings (Accumulated Deficit) [Member]	Total	Class B Common Stock [Member]
Beginning balance at Dec. 31, 2020	$ 0	$ 719	$ 29,281	$ (1,724)	$ 28,276
Beginning balance (in shares) at Dec. 31, 2020	0	7,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of units, net of underwriting discounts and offering expenses	$ 2,875		258,783,183	0	258,786,058
Sale of units, net of underwriting discounts and offering expenses (in shares)	28,750,000	0
Cash paid in excess of fair value for Private Placement Units	$ 0		660,000	0	660,000
Common stock subject to possible redemption	$ (2,561)	$ 0	(256,102,389)	0	(256,104,950)
Common stock subject to possible redemption (in shares)	(25,610,495)	0
Net income	$ 0	$ 0	0	1,630,620	1,630,620	$ 1,630,620
Ending balance at Mar. 31, 2021	$ 314	$ 719	$ 3,370,075	$ 1,628,896	$ 5,000,004
Ending balance (in shares) at Mar. 31, 2021	3,139,505	7,187,500

- 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	$ 1,630,620
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(1,891)
Change in fair value of warrant liability	(2,571,250)
Transaction costs incurred in connection with warrants	760,022
Changes in operating assets and liabilities:
Prepaid expenses	(1,020,972)
Accounts payable and accrued expenses	125,894
Net cash provided by operating activities	(1,077,577)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(287,500,000)
Net cash used in investing activities	(287,500,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	281,750,000
Proceeds from sale of Private Placement Warrants	8,250,000
Proceeds from promissory note - related party	149,992
Repayment of promissory note - related party	(149,992)
Payment of offering costs	(572,862)
Net cash provided by financing activities	289,427,138
Net Change in Cash	849,561
Cash - Beginning of period	21,965
Cash - End of period	871,526
Non-Cash investing and financing activities:
Initial classification of Class A common stock subject to possible redemption	253,714,310
Change in value of Class A common stock subject to possible redemption	2,390,640
Deferred underwriting fee payable	$ 10,062,500

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	3 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Mar. 31, 2021
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Arrowroot Acquisition Corp. (the “Company”) was incorporated in Delaware on November 5, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company 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 through March 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on March 1, 2021. On March 4, 2021, the Company consummated the Initial Public Offering of 28,750,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,750,000 Units, at $10.00 per Unit, generating gross proceeds of $287,500,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,250,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Arrowroot Acquisition LLC (the “Sponsor”), generating gross proceeds of $8,250,000. Transaction costs amounted to $16,392,714, consisting of $5,750,000 in cash underwriting fees, $10,062,500 of deferred underwriting fees and $580,214 of other offering costs. Following the closing of the Initial Public Offering on March 4, 2021, an amount of $287,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in 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 with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriting fees and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business 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 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. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other 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 applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other 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. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide 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% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within 24 months from the closing of the Initial Public Offering and (c) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The Company will have until March 4, 2023 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the 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 earned on the funds held in the Trust Account and not previously released to pay taxes (less 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 Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, 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. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. 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 for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 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 $10.00 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 prospective target business who executed a waiver of any and all rights to monies held in the Trust Account 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”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. 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 (except for the Company’s independent registered public accounting firm), prospective target businesses and 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.

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT AS OF MARCH 4, 2021

3 Months Ended

Mar. 31, 2021

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT AS OF MARCH 4, 2021 [Abstract]

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT AS OF MARCH 4th, 2021

NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT AS OF MARCH 4, 2021

The Company previously accounted for its outstanding Public Warrants (as defined in Note 9) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”).

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement (the “Warrant Agreement”).

In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25.

As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statement as of March 4th, 2021. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate the treatment of the warrants and recognize changes in the fair value from the prior period in the Company’s operating results for the current period.

The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust or cash.

	As Previously Reported			Adjustments			As Restated

Balance sheet as of March 4, 2021 (audited)
Warrant Liability	$	—		$	20,671,250			20,671,250
Class A Common Stock Subject to Possible Redemption		274,385,560			(20,671,250	)		253,714,310
Class A Common Stock		131			207			338
Additional Paid-in Capital		5,000,876			759,815			5,760,691
Accumulated Deficit		(1,724	)		(760,022	)		(761,746	)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 1, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.

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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, 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 statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the condensed financial statements in conformity with 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 financial statements and the reported amounts of revenues 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 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.

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 did not have any cash equivalents as of March 31, 2021 and December 31, 2020.

Investments held in Trust Account

The Company's portfolio of investments held in Trust Account is comprised solely 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 sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in interest income from investments held in Trust Account in the accompanying condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Offering Costs

Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $16,392,714 were charged to stockholders’ equity upon the completion of the Initial Public Offering.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021, 25,610,495 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement's 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.

As of March 31, 2021, the Company had a deferred tax asset of approximately $38,290, which had a full valuation allowance recorded against it. The Company’s deferred tax assets were deemed to be de minimis as of December 31, 2020.

The Company’s current taxable income primarily consists of interest earned on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. The change in fair value of the warrant liability is a permanent difference. During the three months ended March 31, 2021, the Company recorded no income tax expense. The Company’s effective tax rate for three months ended March 31, 2021 was approximately 0%, which differs from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net income per Common Share

Net income per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 22,625,000 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s condensed statement of operations includes a presentation of income per share for common shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net income per share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class B non-redeemable common stock outstanding for the period. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):

	Three Months Ended March 31, 2021
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	1,891
Income and Franchise Tax		(1,891	)
Net Earnings	$	—
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		28,750,000
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.00

Non-Redeemable Class B Common Stock
Numerator: Net Income minus Redeemable Net Earnings
Net Income	$	1,630,620
Redeemable Net Earnings		—
Non-Redeemable Net Income	$	1,630,620
Denominator: Weighted Average Non-Redeemable B Common Stock
Non-Redeemable B Common Stock, Basic and Diluted ⁽¹⁾		6,531,250
Loss/Basic and Diluted Non-Redeemable B Common Stock	$	0.25

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 coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

Recent Accounting Standards

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

PUBLIC OFFERING	3 Months Ended
PUBLIC OFFERING	Mar. 31, 2021
PUBLIC OFFERING [Abstract]
PUBLIC OFFERING	NOTE 4. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 28,750,000 Units, including a full exercise by the underwriters of their over-allotment option in the amount of 3,750,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment.

PRIVATE PLACEMENT	3 Months Ended
PRIVATE PLACEMENT	Mar. 31, 2021
PRIVATE PLACEMENT [Abstract]
PRIVATE PLACEMENT	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 8,250,000 Private Placement Warrants, at a price of $1.00 per warrant, or $8,250,000 in the aggregate. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment. A portion of the proceeds from the Private Placement Warrants were 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 proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

RELATED PARTY TRANSACTIONS	3 Months Ended
RELATED PARTY TRANSACTIONS	Mar. 31, 2021
RELATED PARTY TRANSACTIONS [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares In November 2020, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $30,000. Subsequently, in December 2020 the Company effectuated a 5-for-4 stock split, pursuant to which an additional 1,437,500 shares of Class B common stock were issued, resulting in an aggregate of 7,187,500 Founder Shares issued and outstanding. The Founder Shares included an aggregate of up to 937,500 Founder Shares subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option March 4, 2021, no Founder Shares are currently subject to forfeiture. The Sponsor has 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 a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on March 4, 2021, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $20,000 per month for office space, secretarial, and administrative support services. For the three months ended March 31, 2021, the Company incurred $20,000 in fees for these services, of which such amount is included in accrued expenses in the accompanying condensed balance sheet. Promissory Note — Related Party On December 21, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) July 31, 2021 or (ii) the consummation of the Initial Public Offering. The outstanding balance under the Promissory Note of $149,992 was repaid at the closing of the Initial Public Offering on March 4, 2021. Related Party Loans 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 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. 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 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. As of March 31, 2021 and December 31, 2020, there were no amounts outstanding under the Working Capital Loans.

COMMITMENTS	3 Months Ended
COMMITMENTS	Mar. 31, 2021
COMMITMENTS [Abstract]
COMMITMENTS	NOTE 7. COMMITMENTS Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on March 4, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,062,500 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

STOCKHOLDERS' EQUITY	3 Months Ended
STOCKHOLDERS' EQUITY	Mar. 31, 2021
STOCKHOLDERS' EQUITY [Abstract]
STOCKHOLDERS' EQUITY	NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At March 31, 2021, there were 3,139,505 shares of Class A common stock issued and outstanding, excluding 25,610,495 shares of Class A common stock subject to possible redemption. At December 31, 2020, there were no shares of Class A common stock issued or outstanding. Class B Common Stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were 7,187,500 shares of common stock issued and outstanding. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock upon the consummation of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion, including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

WARRANTS

3 Months Ended

Mar. 31, 2021

WARRANTS [Abstract]

WARRANTS

NOTE 9. WARRANTS

Warrants — Warrants may only be exercised for a whole number of shares. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The Public Warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering, and will expire five years after the completion of our initial Business Combination or earlier upon redemption or our liquidation.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of a 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 our 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.

Once the warrants become exercisable, the Company may call the warrants for redemption for cash:

•	in whole and not in part;

•	at a price of $0.01 per warrant;

•	upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

•

if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after the warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company for cash, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. 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 Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

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 its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A 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 $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the 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 exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2021

FAIR VALUE MEASUREMENTS [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 10. FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:

Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:

Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At March 31, 2021, assets held in the Trust Account were comprised of $287,501,891 in money market funds which are invested primarily in U.S. Treasury Securities. During the three months ended March 31, 2021, the Company did not withdraw any interest income from the Trust Account.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Description	Level		March 31, 2021
Assets:
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund		1	$	287,501,891

Liabilities:
Warrant Liability – Public Warrants		3		11,500,000
Warrant Liability – Private Placement Warrants		3		6,600,000

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our accompanying March 31, 2021 condensed balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statement of operations.

The Private Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the public warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants.

	Private Placement			Public			Warrant Liabilities
Fair value as of January 1, 2021	$	—		$	—		$	—
Initial measurement on March 4^th, 2021		7,590,000			13,081,250			13,081,250
Change in valuation inputs or other assumptions		(990,000	)		(1,581,250	)		(2,571,250	)
Fair value as of March 31, 2021	$	6,600,000		$	11,500,000		$	18,100,000

There were no transfers in or out of Level 3 from other levels in the fair value hierarchy.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

SUBSEQUENT EVENTS	3 Months Ended
SUBSEQUENT EVENTS	Mar. 31, 2021
SUBSEQUENT EVENTS [Abstract]
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

Basis of Presentation

Use of Estimates

Cash and Cash Equivalents

Investments held in Trust Account

Offering Costs

Investments held in Trust Account

Offering Costs

Class A Common Stock Subject to Possible Redemption

Income Taxes

Net Income (Loss) per Common Share

Net income per Common Share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):

	Three Months Ended March 31, 2021
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	1,891
Income and Franchise Tax		(1,891	)
Net Earnings	$	—
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		28,750,000
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.00

Non-Redeemable Class B Common Stock
Numerator: Net Income minus Redeemable Net Earnings
Net Income	$	1,630,620
Redeemable Net Earnings		—
Non-Redeemable Net Income	$	1,630,620
Denominator: Weighted Average Non-Redeemable B Common Stock
Non-Redeemable B Common Stock, Basic and Diluted ⁽¹⁾		6,531,250
Loss/Basic and Diluted Non-Redeemable B Common Stock	$	0.25

Concentration of Credit Risk

Fair Value of Financial Instruments

Recent Accounting Standards

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT AS OF MARCH 4, 2021 (Tables)

3 Months Ended

Mar. 31, 2021

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT AS OF MARCH 4, 2021 [Abstract]

Accounting for Warrants as Components of Equity

	As Previously Reported			Adjustments			As Restated

Balance sheet as of March 4, 2021 (audited)
Warrant Liability	$	—		$	20,671,250			20,671,250
Class A Common Stock Subject to Possible Redemption		274,385,560			(20,671,250	)		253,714,310
Class A Common Stock		131			207			338
Additional Paid-in Capital		5,000,876			759,815			5,760,691
Accumulated Deficit		(1,724	)		(760,022	)		(761,746	)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

Basic and Diluted Net Income (Loss) per Common Share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):

	Three Months Ended March 31, 2021
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	1,891
Income and Franchise Tax		(1,891	)
Net Earnings	$	—
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		28,750,000
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.00

Non-Redeemable Class B Common Stock
Numerator: Net Income minus Redeemable Net Earnings
Net Income	$	1,630,620
Redeemable Net Earnings		—
Non-Redeemable Net Income	$	1,630,620
Denominator: Weighted Average Non-Redeemable B Common Stock
Non-Redeemable B Common Stock, Basic and Diluted ⁽¹⁾		6,531,250
Loss/Basic and Diluted Non-Redeemable B Common Stock	$	0.25

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Mar. 31, 2021

FAIR VALUE MEASUREMENTS [Abstract]

Assets and Liabilities Measured at Fair Value on Recurring Basis

Description	Level		March 31, 2021
Assets:
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund		1	$	287,501,891

Liabilities:
Warrant Liability – Public Warrants		3		11,500,000
Warrant Liability – Private Placement Warrants		3		6,600,000

Change in Fair Value of Warrant Liabilities

	Private Placement			Public			Warrant Liabilities
Fair value as of January 1, 2021	$	—		$	—		$	—
Initial measurement on March 4^th, 2021		7,590,000			13,081,250			13,081,250
Change in valuation inputs or other assumptions		(990,000	)		(1,581,250	)		(2,571,250	)
Fair value as of March 31, 2021	$	6,600,000		$	11,500,000		$	18,100,000

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)		3 Months Ended
	Mar. 04, 2021 USD ($) $ / shares shares	Mar. 31, 2021 USD ($) Business	Dec. 31, 2020 USD ($)
Description of Organization and Business Operations [Abstract]
Gross proceeds from initial public offering	$ 287,500,000	$ 281,750,000
Transaction costs	16,392,714	16,392,714
Underwriting fees	5,750,000
Deferred underwriting fee payable	10,062,500	10,062,500	$ 0
Other offering costs	$ 580,214
Warrants issued (in shares) \| shares	22,625,000
Gross proceeds from private placement	$ 8,250,000	8,250,000
Cash deposited in Trust Account per Unit (in dollars per share) \| $ / shares	$ 10.00
Net tangible asset threshold for redeeming Public Shares		$ 5,000,001
Percentage of Public Shares that can be redeemed without prior consent		15.00%
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period		100.00%
Period to complete Business Combination from closing of Initial Public Offering		24 months
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period		10 days
Minimum [Member]
Description of Organization and Business Operations [Abstract]
Number of operating businesses included in initial Business Combination \| Business		1
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination		80.00%
Post-transaction ownership percentage of the target business		50.00%
Maximum [Member]
Description of Organization and Business Operations [Abstract]
Interest from Trust Account that can be held to pay dissolution expenses		$ 100,000
Private Placement Warrants [Member]
Description of Organization and Business Operations [Abstract]
Share price (in dollars per share) \| $ / shares	$ 1.00
Warrants issued (in shares) \| shares	8,250,000
Initial Public Offering [Member]
Description of Organization and Business Operations [Abstract]
Units issued (in shares) \| shares	28,750,000
Share price (in dollars per share) \| $ / shares	$ 10.00
Over-Allotment Option [Member]
Description of Organization and Business Operations [Abstract]
Units issued (in shares) \| shares	3,750,000
Share price (in dollars per share) \| $ / shares	$ 10.00

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT AS OF MARCH 4, 2021 (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 04, 2021	Dec. 31, 2020
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT AS OF MARCH 4, 2021 [Abstract]
Minimum percentage of outstanding shares in tender offer provision	50.00%
Balance Sheet [Abstract]
Warrant Liability	$ 18,100,000	$ 20,671,250	$ 0
Class A Common Stock Subject to Possible Redemption	256,104,950		0
Additional Paid-in Capital	3,370,075	5,760,691	29,281
Accumulated Deficit	1,628,896	(761,746)	(1,724)
Class A Common Stock [Member]
Balance Sheet [Abstract]
Class A Common Stock Subject to Possible Redemption		253,714,310
Class A Common Stock	$ 314	338	$ 0
As Reported [Member]
Balance Sheet [Abstract]
Warrant Liability		0
Additional Paid-in Capital		5,000,876
Accumulated Deficit		(1,724)
As Reported [Member] \| Class A Common Stock [Member]
Balance Sheet [Abstract]
Class A Common Stock Subject to Possible Redemption		274,385,560
Class A Common Stock		131
Adjustments [Member]
Balance Sheet [Abstract]
Warrant Liability		20,671,250
Additional Paid-in Capital		759,815
Accumulated Deficit		(760,022)
Adjustments [Member] \| Class A Common Stock [Member]
Balance Sheet [Abstract]
Class A Common Stock Subject to Possible Redemption		(20,671,250)
Class A Common Stock		$ 207

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Cash and Cash Equivalents [Abstract]
Cash equivalents	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Offering Costs (Details) - USD ($)	Mar. 31, 2021	Mar. 04, 2021
Offering Costs [Abstract]
Offering Costs	$ 16,392,714	$ 16,392,714

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Class A Common Stock Subject to Possible Redemption (Details) - shares	Mar. 31, 2021	Dec. 31, 2020
Common Stock Subject to Possible Redemption [Abstract]
Class A common stock, shares subject to possible redemption (in shares)	25,610,495	25,610,495

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Income Taxes [Abstract]
Deferred tax asset	$ 38,290
Income tax expense	$ 0
Effective tax rate	0.00%
Unrecognized tax benefits	$ 0	$ 0
Accrued interest and penalties	$ 0	$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Net Loss Per Common Share (Details) - USD ($)		3 Months Ended
	Mar. 04, 2021	Mar. 31, 2021
Net Income (Loss) per Common Share [Abstract]
Warrants issued (in shares)	22,625,000
Interest Income		$ 1,891
Net Income		1,630,620
Redeemable Class A Common Stock [Member]
Net Income (Loss) per Common Share [Abstract]
Interest Income		1,891
Income and Franchise Tax		(1,891)
Net Earnings		$ 0
Basic weighted average shares outstanding (in shares)		28,750,000
Basic net earnings (loss) per share (in dollars per share)		$ 0
Diluted weighted average shares outstanding (in shares)		28,750,000
Diluted net earnings (loss) per share (in dollars per share)		$ 0
Non-Redeemable Class B Common Stock [Member]
Net Income (Loss) per Common Share [Abstract]
Net Income		$ 1,630,620
Redeemable Net Earnings		0
Non-Redeemable Net Loss		$ 1,630,620
Basic weighted average shares outstanding (in shares)		6,531,250
Basic net earnings (loss) per share (in dollars per share)		$ 0.25
Diluted weighted average shares outstanding (in shares)		6,531,250
Diluted net earnings (loss) per share (in dollars per share)		$ 0.25

PUBLIC OFFERING (Details)	Mar. 04, 2021 $ / shares shares
Public Warrants [Member]
Initial Public Offering [Abstract]
Number of warrants included in Unit (in shares)	0.5
Exercise price of warrant (in dollars per share) \| $ / shares	$ 11.50
Class A Common Stock [Member]
Initial Public Offering [Abstract]
Number of shares included in Unit (in shares)	1
Number of shares issued upon exercise of warrant (in shares)	1
Initial Public Offering [Member]
Initial Public Offering [Abstract]
Units issued (in shares)	28,750,000
Share price (in dollars per share) \| $ / shares	$ 10.00
Over-Allotment Option [Member]
Initial Public Offering [Abstract]
Units issued (in shares)	3,750,000
Share price (in dollars per share) \| $ / shares	$ 10.00

PRIVATE PLACEMENT (Details)	Mar. 04, 2021 USD ($) $ / shares shares
Private Placement Warrants [Abstract]
Warrants issued (in shares)	22,625,000
Private Placement Warrants [Member]
Private Placement Warrants [Abstract]
Warrants issued (in shares)	8,250,000
Share price (in dollars per share) \| $ / shares	$ 1.00
Proceeds from issuance of warrants \| $	$ 8,250,000
Exercise price of warrant (in dollars per share) \| $ / shares	$ 11.50
Class A Common Stock [Member]
Private Placement Warrants [Abstract]
Number of shares issued upon exercise of warrant (in shares)	1

RELATED PARTY TRANSACTIONS, Founder Shares (Details)	1 Months Ended		3 Months Ended
RELATED PARTY TRANSACTIONS, Founder Shares (Details)	Dec. 31, 2020 shares	Nov. 30, 2020 USD ($) shares	Mar. 31, 2021 $ / shares shares	Mar. 04, 2021 shares
Founder Shares [Abstract]
Threshold trading days			20 days
Threshold consecutive trading days			30 days
Class A Common Stock [Member]
Founder Shares [Abstract]
Common stock, shares issued (in shares)	0		3,139,505
Common stock, shares outstanding (in shares)	0		3,139,505
Threshold trading days			20 days
Threshold consecutive trading days			30 days
Class A Common Stock [Member] \| Minimum [Member]
Founder Shares [Abstract]
Share price (in dollars per share) \| $ / shares			$ 18.00
Period after Business Combination			150 days
Class B Common Stock [Member]
Founder Shares [Abstract]
Common stock, shares issued (in shares)	7,187,500		7,187,500
Common stock, shares outstanding (in shares)	7,187,500		7,187,500
Sponsor [Member] \| Class A Common Stock [Member]
Founder Shares [Abstract]
Holding period for transfer, assignment or sale of Founder Shares			1 year
Sponsor [Member] \| Class A Common Stock [Member] \| Minimum [Member]
Founder Shares [Abstract]
Share price (in dollars per share) \| $ / shares			$ 12.00
Sponsor [Member] \| Class B Common Stock [Member]
Founder Shares [Abstract]
Shares issued (in shares)	1,437,500	5,750,000
Proceeds from issuance of common stock to Sponsor \| $		$ 30,000
Stock split ratio	1.25
Common stock, shares subject to forfeiture (in shares)				0
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering		20.00%
Sponsor [Member] \| Class B Common Stock [Member] \| Maximum [Member]
Founder Shares [Abstract]
Common stock, shares subject to forfeiture (in shares)		937,500

RELATED PARTY TRANSACTIONS, Administrative Services Agreement (Details) - Sponsor [Member] - Administrative Services Agreement [Member] - USD ($)		3 Months Ended
	Mar. 04, 2021	Mar. 31, 2021
Administrative Services Agreement [Abstract]
Monthly fees	$ 20,000
Fees incurred		$ 20,000

RELATED PARTY TRANSACTIONS, Promissory Note (Details) - USD ($)		3 Months Ended
	Mar. 04, 2021	Mar. 31, 2021	Dec. 21, 2020
Promissory Note - Related Party [Abstract]
Repayment to related party		$ 149,992
Sponsor [Member] \| Promissory Note [Member]
Promissory Note - Related Party [Abstract]
Repayment to related party	$ 149,992
Sponsor [Member] \| Promissory Note [Member] \| Maximum [Member]
Promissory Note - Related Party [Abstract]
Aggregate principal amount of note			$ 300,000

RELATED PARTY TRANSACTIONS, Related Party Loans (Details) - Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] - Working Capital Loans [Member] - USD ($)	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Related Party Loans [Abstract]
Loans that can be converted into Warrants at lenders' discretion	$ 1,500,000
Conversion price (in dollars per share)	$ 1.00
Outstanding amount	$ 0	$ 0

COMMITMENTS (Details) - USD ($)	Mar. 31, 2021	Mar. 04, 2021	Dec. 31, 2020
Underwriting Agreement [Abstract]
Deferred underwriting fees per unit (in dollars per share)		$ 0.35
Deferred underwriting fees	$ 10,062,500	$ 10,062,500	$ 0

STOCKHOLDERS' EQUITY (Details)	3 Months Ended
STOCKHOLDERS' EQUITY (Details)	Mar. 31, 2021 Vote $ / shares shares	Dec. 31, 2020 $ / shares shares
Stockholders' Equity [Abstract]
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Class A common stock, shares subject to possible redemption (in shares)	25,610,495	25,610,495
Stock conversion basis of Class B to Class A common stock at time of initial Business Combination	1
As-converted percentage for Class A common stock after conversion of Class B shares	20.00%
Class A Common Stock [Member]
Stockholders' Equity [Abstract]
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Number of votes per share \| Vote	1
Common stock, shares issued (in shares)	3,139,505	0
Common stock, shares outstanding (in shares)	3,139,505	0
Class A common stock, shares subject to possible redemption (in shares)	25,610,495
Class B Common Stock [Member]
Stockholders' Equity [Abstract]
Common stock, shares authorized (in shares)	20,000,000	20,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Number of votes per share \| Vote	1
Common stock, shares issued (in shares)	7,187,500	7,187,500
Common stock, shares outstanding (in shares)	7,187,500	7,187,500

WARRANTS (Details)	3 Months Ended
WARRANTS (Details)	Mar. 31, 2021 $ / shares
Warrants [Abstract]
Period to exercise warrants after business combination	30 days
Period to exercise warrants after public offerings	12 months
Expiration period of warrants	5 years
Period to file registration statement after initial Business Combination	15 days
Period for registration statement to become effective	60 days
Warrant redemption price (in dollars per share)	$ 0.01
Notice period to redeem warrants	30 days
Threshold trading days	20 days
Threshold consecutive trading days	30 days
Class A Common Stock [Member]
Warrants [Abstract]
Threshold trading days	20 days
Threshold consecutive trading days	30 days
Percentage Multiplier	180.00%
Class A Common Stock [Member] \| Minimum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 18.00
Private Placement Warrants [Member] \| Class A Common Stock [Member]
Warrants [Abstract]
Limitation period to transfer, assign or sell warrants	30 days
Additional Issue of Common Stock or Equity-Linked Securities [Member] \| Minimum [Member]
Warrants [Abstract]
Percentage of aggregate gross proceeds of issuance available for funding of business combination	60.00%
Additional Issue of Common Stock or Equity-Linked Securities [Member] \| Class A Common Stock [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share)	$ 18.00
Percentage Multiplier	115.00%
Trading day period to calculate volume weighted average trading price	20 days
Additional Issue of Common Stock or Equity-Linked Securities [Member] \| Class A Common Stock [Member] \| Maximum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 9.20

FAIR VALUE MEASUREMENTS, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details)	3 Months Ended
	Mar. 31, 2021 USD ($)
FAIR VALUE MEASUREMENTS [Abstract]
Interest income withdrawn from trust account	$ 0
Recurring [Member] \| Level 3 [Member] \| Public Warrants [Member]
Liabilities [Abstract]
Warrant Liabilities	11,500,000
Recurring [Member] \| Level 3 [Member] \| Private Placement Warrants [Member]
Liabilities [Abstract]
Warrant Liabilities	6,600,000
Recurring [Member] \| U.S. Treasury Securities Money Market Fund [Member] \| Level 1 [Member]
Assets [Abstract]
Investments held in Trust Account	$ 287,501,891

FAIR VALUE MEASUREMENTS, Change in Fair Value of Warrant Liabilities (Details) - USD ($)		3 Months Ended
	Mar. 04, 2021	Mar. 31, 2021
Unobservable Input Reconciliation [Roll Forward]
Change in valuation inputs or other assumptions		$ 2,571,250
Transfers to/from Fair Value Hierarchy Levels [Abstract]
Transfers from Level 1 to Level 2		0
Transfers from Level 2 to Level 1		0
Transfers in into Level 3		0
Transfers out of Level 3		0
Recurring [Member] \| Level 3 [Member] \| Private Placement Warrants [Member]
Unobservable Input Reconciliation [Roll Forward]
Fair value, beginning balance		0
Initial measurement on March 4th, 2021	$ 7,590,000
Change in valuation inputs or other assumptions		(990,000)
Fair value, ending balance		6,600,000
Recurring [Member] \| Level 3 [Member] \| Public Warrants [Member]
Unobservable Input Reconciliation [Roll Forward]
Fair value, beginning balance		0
Initial measurement on March 4th, 2021	13,081,250
Change in valuation inputs or other assumptions		(1,581,250)
Fair value, ending balance		11,500,000
Recurring [Member] \| Level 3 [Member] \| Warrant Liabilities [Member]
Unobservable Input Reconciliation [Roll Forward]
Fair value, beginning balance		0
Initial measurement on March 4th, 2021	$ 13,081,250
Change in valuation inputs or other assumptions		(2,571,250)
Fair value, ending balance		$ 18,100,000