Cover Page - USD ($)	4 Months Ended
Cover Page - USD ($)	Dec. 31, 2020	Mar. 23, 2021
Entity Information [Line Items]
Document Type	10-K/A
Amendment Flag	true
Document Period End Date	Dec. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Entity Registrant Name	dMY Technology Group, Inc. III
Entity Central Index Key	0001824920
Current Fiscal Year End Date	--12-31
Document Annual Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39694
Entity Tax Identification Number	85-2992192
Entity Address, Address Line One	1180 North Town Center Drive
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89144
City Area Code	702
Local Phone Number	781-4313
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Shell Company	true
Entity Ex Transition Period	false
Amendment Description	References throughout this Amendment No. 1 to the Annual Report on Form 10-K/A to “we,” “us,” the “Company” or “our company” are to dMY Technology Group, Inc. III, unless the context otherwise indicates. This Amendment No. 1 (“Amendment No. 1”) to the Annual Report on Form 10-K/A amends the Annual Report on Form 10-K of dMY Technology Group, Inc. III as of and for the fiscal period ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on March 25, 2021 (the “Original Filing”). On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance on November 17, 2020, our outstanding warrants to purchase common stock (the “Warrants”) were accounted for as equity within our balance sheet. After discussion and evaluation, including with our independent registered public accounting firm and the Audit Committee of our Board of Directors, and taking into consideration the SEC Staff Statement, we have concluded that the Warrants should be presented as liabilities with subsequent fair value remeasurement. Therefore, the Audit Committee, in consultation with its management, concluded that the Company’s (i) previously issued audited balance sheet dated as of November 17, 2020 which was related to its initial public offering and (ii) audited financial statements as of December 31, 2020 and for the period from September 14, 2020 (inception) through December 31, 2020 as reported in the Company’s Annual Report on Form 10-K filed with the SEC on March 25, 2021 (collectively, the “Affected Periods”) should be restated because of a misapplication in the guidance around accounting for the Warrants and should no longer be relied upon. Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants, based on our application of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. In light of the SEC Staff’s published views, we reassessed our accounting for the Warrants issued on November 17, 2020. Based on this reassessment, we determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in our statement of operations each reporting period. The change in accounting for the Warrants did not have any impact on our liquidity, cash flows, revenues or costs of operating our business or the non-cash adjustments to our financial statements, in any of the Affected Periods or in any of the periods included in Item 8, Financial Statements and Supplementary Data in this filing. The change in accounting for the warrants does not impact the amounts previously reported for the Company’s cash and cash equivalents, investments held in the trust account, operating expenses or total cash flows from operations for any of these periods. We are filing this Amendment No. 1 to amend and restate the Original Filing with modification as necessary to reflect the restatements. The following items have been amended to reflect the restatements: Part I, Item 1A. Risk Factors Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Part II, Item 8. Financial Statements and Supplementary Data Part II, Item 9A. Controls and Procedures In addition, the Company’s Chief Executive Officer and Chairman have provided new certifications dated as of the date of this filing in connection with this Form 10-K/A (Exhibits 31.1, 31.2, 32.1 and 32.2). Except as described above, no other information included in the Original Filing is being amended or updated by this Amendment No. 1 and this Amendment No. 1 does not purport to reflect any information or events subsequent to the Original Filing. This Amendment No. 1 continues to describe the conditions as of the date of the Original Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing.
Entity Public Float	$ 300,000,000
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
ICFR Auditor Attestation Flag	false
Entity Ex Transition Period	false
Capital Units [Member]
Entity Information [Line Items]
Trading Symbol	DMYI.U
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant
Security Exchange Name	NYSE
Common Class A [Member]
Entity Information [Line Items]
Trading Symbol	DMYI
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		30,000,000
Warrant [Member]
Entity Information [Line Items]
Trading Symbol	DMYI WS
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock
Security Exchange Name	NYSE
Common Class B [Member]
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		7,500,000

Condensed Balance Sheet	Dec. 31, 2020 USD ($)
Current assets:
Cash	$ 1,569,739
Prepaid Assets	770,285
Total current assets	2,340,024
Investments held in Trust Account	300,030,565
Total Assets	302,370,589
Current liabilities:
Accounts payable	850,442
Accrued expenses	512,509
Franchise tax payable	58,132
Note payable to related parties	31,366
Total current liabilities	1,452,449
Deferred underwriting commissions in connection with the initial public offering	10,500,000
Derivative warrant liabilities	34,885,000
Total liabilities	46,837,449
Commitments and Contingencies (Note 5)
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 25,053,313 shares subject to possible redemption at $10.00 per share	250,533,130
Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0
Additional paid-in capital	21,213,363
Accumulated deficit	(16,214,598)
Total stockholders' equity	5,000,010
Total Liabilities and Stockholders' Equity	302,370,589
Common Class A [Member]
Stockholders' Equity:
Common stock, value	495
Common Class B [Member]
Stockholders' Equity:
Common stock, value	$ 750

Condensed Balance Sheet (Parenthetical)	Dec. 31, 2020 $ / shares shares
Preferred stock, par value \| $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common Class A [Member]
Temporary Equity, Par or Stated Value Per Share \| $ / shares	$ 0.0001
Temporary Equity, Shares Authorized	380,000,000
Temporary Equity, Shares Outstanding	25,053,313
Temporary equity redemption price per share \| $ / shares	$ 10.00
Common stock, par value \| $ / shares	$ 0.0001
Common stock, shares authorized	380,000,000
Common stock, shares issued	4,946,687
Common stock, shares outstanding	4,946,687
Common Class B [Member]
Common stock, par value \| $ / shares	$ 0.0001
Common stock, shares authorized	20,000,000
Common stock, shares issued	7,500,000
Common stock, shares outstanding	7,500,000

Condensed Statement Of Operations	4 Months Ended
Condensed Statement Of Operations	Dec. 31, 2020 USD ($) $ / shares shares
General and administrative expenses	$ 601,705
Franchise tax expenses	58,132
Loss from operations	(659,837)
Other income (expenses):
Gain on marketable securities (net), dividends and interest, held in Trust Account	30,565
Offering costs associated with derivative warrant liabilities	(700,326)
Loss upon issuance of private placement warrants	(7,360,000)
Change in fair value of derivative warrant liabilities	(7,525,000)
Total other income (expenses)	(15,554,761)
Net loss	$ (16,214,598)
Class A Shares [Member]
Other income (expenses):
Weighted average shares outstanding, basic and diluted \| shares	30,000,000
Basic and diluted net loss per share \| $ / shares	$ 0.00
Class B Shares [Member]
General and administrative expenses	$ 602,000
Other income (expenses):
Net loss	$ 7,200,000
Weighted average shares outstanding, basic and diluted \| shares	7,156,250
Basic and diluted net loss per share \| $ / shares	$ (1.24)

Condensed Statement Of Changes In Stockholders' Equity - 4 months ended Dec. 31, 2020 - USD ($)

Total

Additional Paid-In Capital [Member]

Accumulated Deficit [Member]

Class A Shares [Member]

Common Stock [Member]

Class B Shares [Member]

Common Stock [Member]

Balance at Sep. 13, 2020

Balance (in shares) at Sep. 13, 2020

0

Issuance of Class B common stock to Sponsor (1)

^[1]

25,000

24,209

$ 791

Issuance of Class B common stock to Sponsor (1), (in shares)

^[1]

7,906,250

Sale of units in initial public offering, less fair value of public warrants

288,000,000

287,997,000

$ 3,000

Sale of units in initial public offering, less fair value of public warrants (in shares)

30,000,000

Offering costs

(16,277,262)

Forfeiture of Class B common stock

^[1]

41

$ (41)

Forfeiture of Class B common stock (in shares)

^[1]

(406,250)

Common stock subject to possible redemption

(250,533,130)

(250,530,625)

$ (2,505)

Common stock subject to possible redemption (in shares)

(25,053,313)

Net loss

(16,214,598)

$ 7,200,000

Balance at Dec. 31, 2020

$ 5,000,010

$ 21,213,363

$ (16,214,598)

$ 495

$ 750

Balance (in shares) at Dec. 31, 2020

4,946,687

7,500,000

[1]

This number included up to 1,031,250 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On November 17, 2020, the underwriters partially exercised their over-allotment option to purchase 2,500,000 units resulting in 625,000 shares of Class B common stock no longer being subject to forfeiture. The over-allotment option expired on December 27, 2020, resulting in 406,250 shares of Class B common stock being forfeited. (see Note 4)

Condensed Statement Of Changes In Stockholders' Equity (Parenthetical)	Dec. 27, 2020 shares
Common Class B [Member]
Common stock that were subject to forfeiture	406,250
Common Class B [Member] \| Underwriters Over Allotment [Member]
Common stock shares subject to possible redemption	406,250

Condensed Statement Of Cash Flows	4 Months Ended
Condensed Statement Of Cash Flows	Dec. 31, 2020 USD ($)
Cash Flows from Operating Activities:
Net loss	$ (16,214,598)
Adjustments to reconcile net income to net cash used in operating activities:
Offering costs associated with derivative warrant liabilities	700,326
Loss upon issuance of private placement warrants	7,360,000
Change in fair value of derivative warrant liabilities	7,525,000
General and administrative expenses paid by related party under note payable	27,228
Gain on marketable securities (net), dividends and interest, held in Trust Account	(30,565)
Changes in operating assets and liabilities:
Prepaid expenses	(770,285)
Accounts payable	487,457
Accrued expenses	512,509
Franchise tax payable	58,132
Net cash used in operating activities	(344,796)
Cash Flows from Investing Activities
Cash deposited in Trust Account	(300,000,000)
Net cash used in investing activities	(300,000,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor	25,000
Proceeds received from initial public offering, gross	300,000,000
Proceeds received from private placement	8,000,000
Offering costs paid	(6,020,863)
Paydown of notes payable	(89,602)
Net cash provided by financing activities	301,914,535
Net increase in cash	1,569,739
Cash - beginning of the period	0
Cash - end of the period	1,569,739
Supplemental disclosure of noncash activities:
Offering costs included in accounts payable	362,985
Offering costs funded with note payable	93,740
Deferred underwriting commissions in connection with the initial public offering	10,500,000
Initial value of Class A common stock subject to possible redemption	285,615,070
Change in value of Class A common stock subject to possible redemption	$ (8,081,940)

Description of Organization and Business Operations

4 Months Ended

Dec. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Organization and Business Operations

Note 1—Description of Organization and Business Operations

dMY Technology Group, Inc. III (the “Company”) is a blank check company incorporated in Delaware on September 14, 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 an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of December 31, 2020, the Company had not commenced any operations. All activity for the period from September 14, 2020 (inception) to December 31, 2020 relates to the Company’s formation and the preparation of the initial public offering (the “Initial Public Offering”) and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate

non-operating

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

The Company’s sponsor is dMY Sponsor III, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on November 12, 2020. On November 17, 2020, the Company consummated its Initial Public Offering of 30,000,000 units (“Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including the 2,500,000 Units as a result of the underwriters’ partial exercise of their over-allotment option (“the Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring offering costs of approximately $17.0 million, inclusive of $10.50 million in deferred underwriting commissions (Note 5).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 4,000,000 warrants at a price of $2.00 per warrant (“Private Placement Warrants”) to the Sponsor, generating gross proceeds of $8.0 million (Note 4).

Upon the closing of the Initial Public Offering and the Private Placement, $300.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule

2a-7

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

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, the Company will only 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 (the “Public Stockholders”) of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share, sold in the Initial Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The

per-share

amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” 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 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 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. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders have 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 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 20% or more of the Public Shares, without the prior consent of the Company.

The Sponsor and the Company’s officers and directors (the “initial stockholders”) have 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 24 months from the closing of the Initial Public Offering, or November 17, 2022 (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 the Company to pay its 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 remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within 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 $10.00. 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) $10.00 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 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) not will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for 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.

Liquidity and Capital Resources

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of December 31, 2020, the Company had approximately $1.6 million in its operating bank account, approximately $31,000 of interest income available in the Trust Account to pay for taxes and working capital of approximately $888,000. Further, the Company has incurred and expect to continue to incur significant costs in pursuit of its acquisition plans.

Prior to the consummation of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a capital contribution of $25,000 from the Sponsor to purchase the Founder Shares (as defined below), the loan under the Note from the Sponsor of approximately $121,000 (see Note 4). Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity needs had been satisfied through the net proceeds from the consummation of the Private Placement not held in the Trust Account. To date, the Note remains outstanding. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). To date, there were no amounts outstanding under any Working Capital Loans.

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity 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.

Basis of Presentation and Summary of Significant Accounting Policies

4 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2—Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements are presented in U.S. dollars, in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC.

In April 2021, the Company identified a misstatement in its accounting treatment for warrants issued in connection with the Initial Public Offering and the Private Placement Warrants (collectively, the “Warrants”) as presented in its audited balance sheet as of November 17, 2020 included in its Current Report on Form 8-K, filed November 23, 2020. The Warrants were reflected as a component of equity as opposed to liabilities on the balance sheet. Pursuant to ASC Topic 250, Accounting Changes and Error Corrections, and Staff Accounting Bulletin 99, “Materiality”) (“SAB 99”) issued by the SEC, the Company determined the impact of the error was immaterial for the audited balance sheet included in its Current Report on Form 8-K. The impact of the error correction is reflected in the unaudited condensed financial statements contained herein which resulted in a $21.1 million increase to derivative liabilities and offsetting decrease to Class A common stock subject to possible redemption to the November 17, 2020 balance sheet.

In connection with such analysis, as described below under “Restatement of Previously Issued Financial Statements”, the Company’s financial statements for the period from September 14, 2020 (inception) through December 31, 2020 (the “Affected Period”), was restated in this Annual Report on Form 10-K/A (Amendment No. 1) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited and unaudited condensed financial statements for such period. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statement and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion.

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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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.

Risk and Uncertainties

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s results of operations, financial position and cash flows may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures that have been, and may in the future be, implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn.

Restatement of Previously Issued Financial Statements

In April 2021, the audit committee of the Company, in consultation with management, concluded that, because of a misapplication of the accounting guidance related to its public and private placement warrants to purchase common stock that the Company issued in November 2020 (the “Warrants”), the Company’s previously issued financial statements for the Affected Period should no longer be relied upon. As such, the Company is restating its financial statements for the Affected Period included in this Annual Report.

On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since their issuance on November 17, 2020, the Company’s warrants have been accounted for as equity within the Company’s previously reported balance sheet. After discussion and evaluation, including with the Company’s independent registered public accounting firm and the Company’s audit committee, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement.

Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheet and the statement of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants, based on our application of ASC Topic

815-40,

Derivatives and Hedging, Contracts in Entity’s Own Equity

(“ASC

815-40).

The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC

815-40

to the warrant agreement. The Company reassessed its accounting for Warrants issued on November 17, 2020, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Statement of Operations each reporting period and offering costs associated with derivative warrant liabilities should be expensed as incurred, presented as non-operating expenses in the Statement Of Operations.

Therefore, the Company, in consultation with its audit committee, concluded that its previously issued Financial Statements for the Affected Period should be restated because of a misapplication in the guidance around accounting for certain of our outstanding warrants to purchase common stock (the “Warrants”) and should no longer be relied upon.

Impact of the Restatement

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


	As of December 31, 2020
	As Previously Reported			Restatement Adjustment			As Restated
Balance Sheet
Total assets	$	302,370,589		$	—		$	302,370,589

Liabilities and stockholders’ equity
Total current liabilities	$	1,452,449		$	—		$	1,452,449
Deferred underwriting commissions		10,500,000			—			10,500,000
Derivative warrant liabilities		—			34,885,000			34,885,000

Total liabilities		11,952,449			34,885,000			46,837,449
Class A common stock, $0.0001 par value; shares subject to possible redemption		285,418,130			(34,885,000	)		250,533,130
Stockholders’ equity
Preferred stock - $0.0001 par value		—			—			—
Class A common stock - $0.0001 par value		146			349			495
Class B common stock - $0.0001 par value		750			—			750
Additional paid-in-capital		5,628,386			15,584,977			21,213,363
Accumulated deficit		(629,272	)		(15,585,326	)		(16,214,598	)

Total stockholders’ equity		5,000,010			—			5,000,010

Total liabilities and stockholders’ equity	$	302,370,589		$	—		$	302,370,589


	For the Period from September 14, 2020 (inception) Through December 31, 2020
	As Previously Reported			Restatement Adjustment			As Restated
Statement of Operations
Loss from operations	$	(659,837	)	$	—		$	(659,837	)
Other (expense) income:
Gain on marketable securities (net), dividends and interest, held in Trust Account		30,565						30,565
Financing costs - derivative warrant liabilities		—			(700,326	)		(700,326	)
Loss upon issuance of private placement warrants		—			(7,360,000	)		(7,360,000	)
Change in fair value of derivative warrant liabilities		—			(7,525,000	)		(7,525,000	)

Total other (expense) income		30,565			(15,585,326	)		(15,554,761	)

Net loss	$	(629,272	)	$	(15,585,326	)	$	(16,214,598	)

Basic and Diluted weighted-average Class A common shares outstanding		30,000,000			—			30,000,000

Basic and Diluted net income per Class A common shares	$	—			—		$	—

Basic and Diluted weighted-average Class B common shares outstanding		7,156,250			—			7,156,250

Basic and Diluted net loss per Class B common shares	$	(0.09	)		—		$	(1.24	)


	For the Period from September 14, 2020 (inception) Through December 31, 2020
	As Previously Reported			Restatement Adjustment			As Restated
Statement of Cash Flows
Net loss	$	(629,272	)	$	(15,585,326	)	$	(16,214,598	)
Adjustment to reconcile net loss to net cash used in operating activities		(3,337	)		(15,585,326	)		(15,588,663	)
Changes in operating assets and liabilities		287,813			—			287,813
Net cash used in operating activities		(344,796	)		—			(344,796	)
Net cash used in investing activities		(300,000,000	)		—			(300,000,000	)
Net cash provided by financing activities		301,914,535			—			301,914,535

Net change in cash	$	1,569,739		$	—		$	1,569,739

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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. Actual results could differ 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 December 31, 2020.

Concentration of Credit Risk

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

Investments Held in the Trust Account

The Company’s portfolio of investments 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 balance sheet 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 gain on marketable securities (net), dividends and interest held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value

Measurements” approximates the carrying amounts represented in the balance sheet.

Fair Value Measurements

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

•

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

•

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

•

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

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

As of December 31, 2020, the carrying values of cash, accounts payable, accrued expenses franchise tax payable, and note payable to related parties 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. The fair value of investments held in Trust Account is determined using quoted prices in active markets.

Derivative Warrant liabilities

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of the ASC Topic

340-10-S99-1

and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Offering costs consist of legal, accounting, underwriting fees and other costs incurred in connection with the formation and preparation for the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative 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 upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately $700,000 is included in financing cost -derivative warrant liabilities in the statement of operations and approximately $16.3 million is included in stockholders’ equity.

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 (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including 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, shares of Class A common stock are 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 the occurrence of uncertain future events. Accordingly, as of December 31, 2020, 25,053,313 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 balance sheet.

Net Loss Per Common Share

Net loss per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 11,500,000 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. As a result, diluted earnings per share is the same as basic earnings per share for the periods presented.

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

to the two-class method of

income per share. Net income per share, basic and diluted for Class A common stock is calculated by dividing the net gain from investments held in the Trust Account of approximately $31,000, net of applicable franchise taxes of approximately $31,000 for the period from September 14, 2020 (inception) through December 31, 2020, by the weighted average number of shares of Class A common stock outstanding for the period. Net loss per share, basic and diluted for Class B common stock for the period from September 14, 2020 (inception) through December 31, 2020 is calculated by dividing the general and administration expenses of approximately $602,000, offering costs associated with derivative warrant liabilities of approximately $700,000, loss upon issuance of private placement warrants of approximately $7.4 million, the change in fair value of derivative warrant liabilities of approximately $7.5 million and remaining franchise taxes of approximately $28,000, resulting in a net loss of approximately $7.2 million, by the weighted average number of Class B common stock outstanding for the period.

Income Taxes

The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 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.

Recent Accounting Pronouncements

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

Initial Public Offering

4 Months Ended

Dec. 31, 2020

Equity [Abstract]

Initial Public Offering

Note 3 — Initial Public Offering

On November 17, 2020, the Company consummated its Initial Public Offering of 30,000,000 Units, including the 2,500,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $300.00 million, and incurring offering costs of approximately $17.0 million, inclusive of $10.50 million in deferred underwriting commissions.

Each Unit consists of one share of

Class A common stock, and one-fourth of one redeemable warrant (each,

a “Public Warrant”). Each 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 (see Note 6).

Related Party Transactions

4 Months Ended

Dec. 31, 2020

Related Party Transactions

Note 4 — Related Party Transactions

Founder Shares

On September 14, 2020, the Sponsor subscribed for 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for a total subscription price of $25,000, and fully paid for these on November 17, 2020. In October 2020, the Sponsor transferred 25,000 Founder Shares to each of Darla Anderson, Francesca Luthi and Charles E. Wert, the Company’s director nominees. On November 12, 2020, the Company effected a 1:1.1 stock split of the Class B common stock, resulting in an aggregate of 7,906,250 shares outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split.

The initial stockholders agreed to forfeit up to 1,031,250 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters, so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On November 17, 2020, the underwriters partially exercised their over-allotment option to purchase 2,500,000 units resulting in 625,000 shares of Class B common stock no longer being subject to forfeiture. The over-allotment option expired on December 27, 2020, resulting in 406,250 shares of Class B common stock being forfeited.

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 earlier if, subsequent to the initial Business Combination, the closing 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 the initial Business Combination and (B) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their Class A common stock for cash, securities or other property.

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,000,000 Private Placement Warrants at a price of $2.00 per Private Placement Warrant to the Sponsor, generating gross proceeds of $8.0 million.

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

non-redeemable

for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Related Party Loans

On September 14, 2020, the Sponsor agreed to loan the Company an aggregate of up to $200,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was

non-interest

bearing and payable upon the completion of the Initial Public Offering.

The Company borrowed an aggregate of approximately

$121,000

under the Note. On December 21, 2020, the Company repaid approximately $

90,000

of the outstanding Note balance.

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 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 or, at the lender’s 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 $2.00 per warrant. The warrants would be identical to the Private Placement Warrants. To date, the Company had no borrowings under the Working Capital Loans.

Administrative Services Agreement

The Company entered into an agreement that will provide that, commencing on the date that the Company’s securities are first listed on New York Stock Exchange and continuing until the earlier of the Company’s consummation of a Business Combination and the Company’s liquidation, the Company pays the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team.

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

out-of-pocket

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

Commitments and Contingencies

4 Months Ended

Dec. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 5 — Commitments and Contingencies

Registration Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of 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) are entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were entitled to an underwriting discount of $0.20 per unit, or $6.00 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $10.50 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. 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.

Litigation

On January 12, 2021, the Company, the Sponsor accepted service of a lawsuit where they are named as Counterclaim Defendants in an underlying action by and between GTY Technology Holdings, Inc. (“GTY”), dMY Technology Holdings Inc., dMY Sponsor, LLC, dMY Sponsor II, LLC, dMY Technology Group Inc. II, the Company and the Sponsor (collectively “dMY”) and Carter Glatt (“Glatt”) and Captains Neck Holdings LLC (“Captains Neck”). The Underlying Lawsuit seeks a declaratory judgment that Glatt and Captains Neck are not entitled to Class Y Units of dMY Sponsor LLC and contains claims arising from Glatt’s termination of employment from GTY on or about April 3, 2020 including theft and misappropriation of confidential GTY information, breach of contract, breach of the duties of loyalty and fiduciary duty and conversion. Glatt has, among other things, responded to the Underlying Lawsuit by adding members of the Sponsor and officers of the Company as Counterclaim Defendants and adding Dune Acquisition Holdings LLC, a newly formed special purpose acquisition company as a Counterclaimant and asserting claims for breach of contract, fraudulent misrepresentation, negligent misrepresentation, tortious interference with business relations, quantum meruit and unjust enrichment. The Company has never employed Glatt and has no business agreements with him. The Company has denied the claims against them and management intends to vigorously defend the Company.

Stockholders' Equity

4 Months Ended

Dec. 31, 2020

Equity [Abstract]

Stockholders' Equity

Note 6 — Stockholders’ Equity

Class

A Common Stock

—The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of December 31, 2020, there were 30,000,000 shares Class A common stock outstanding, including 25,053,313 shares of Class A common stock subject to possible conversion that were classified as temporary equity in the accompanying balance sheet.

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. On November 17, 2020, the Company issued 7,187,500 shares of Class B common stock. On November 12, 2020, the Company effected a 1:1.1 stock split of the Class B common stock, resulting in an aggregate of 7,906,250 shares outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split. Of the 7,906,250 shares of Class B common stock outstanding, an aggregate of up to 1,031,250 shares of Class B common stock that are subject to forfeiture, to the Company by the initial stockholders for no consideration to the extent that the underwriter’s over-allotment option is not exercised in full or in part, so that the initial stockholders will collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. On November 17, 2020, the underwriters partially exercised their over-allotment option to purchase 2,500,000 units resulting in 625,000 shares of Class B common stock no longer being subject to forfeiture. The over-allotment option expired on December 27, 2020, resulting in 406,250 shares of Class B common stock being forfeited.

Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. 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 required by law.

The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a

one-for-one

basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the 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 (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial 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.

Preferred Stock

—The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2020, there were no shares of preferred stock issued or outstanding.

Derivative Warrant Liabilities

4 Months Ended

Dec. 31, 2020

Derivate Warrant Liabilities [Abstract]

Derivative Warrant Liabilities

Note 7 — Derivative Warrant Liabilities

As of December 31, 2020, the Company had 7,500,000 and 4,000,000 Public Warrants and Private Placement Warrants, respectively, 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 Initial Public Offering

; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 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 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 our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants have an exercise price of $11.50 per share, subject to adjustments and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (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 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 our 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, the $18.00 per share redemption trigger price described under “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 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common Stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

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 redeem the outstanding warrants for cash:

•

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 closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted) 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 Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the 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 for when the price per share of Class

A common stock equals or exceeds $10.00

:

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

•

in whole and not in part;

•

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” (as defined below) of the Class A common stock; and

•

if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the

30-trading

day period ending three trading days before the Company sends notice of redemption to the warrant holders.

The “fair market value” of Class A common stock shall mean the volume weighted average price of Class A common stock during

the 10 trading days

immediately following 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).

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.

Fair Value Measurements

4 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note

8

—Fair Value Measurements

The Company follows the guidance in ASC Topic 820, “Fair Value Measurements”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy:


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account - U.S. Treasury Securities (1)	$	300,029,996	$	—	$	—
Liabilities:
Derivative warrant liabilities	$	—	$	—	$	34,885,000

(1)	Excludes $569 of cash balance held within the Trust Account

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. There were no transfers between levels for the year ended December 31, 2020.

Level 1 instruments include investments in mutual funds invested in government securities and Public Warrants. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

The fair value of the Public Warrants issued in connection with the Public Offering were initially measured at fair value using a Monte Carlo simulation model and subsequently, are based on the listed market price of such warrants, a Level 1 measurement, as of December 31, 2020. The fair value of the Private Placement Warrants were estimated using Black-Scholes model

.

For the period ended December 31, 2020, the Company recognized a charge to the statement of operations resulting from an increase in the fair value of liabilities of $6.3 million presented as change in fair value of derivative warrant liabilities on the accompanying statement of operations.

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

The following table provides quantitative information regarding Level 3 fair value measurements inputs for the Company’s warrants at their measurement dates:


	At initial issuance			As of December 31, 2020

Exercise price	$	11.50		$	11.50
Stock price	$	9.60		$	10.84
Volatility		22.4%/45.5%			22.7%/44.3%
Term		6.55			6.42
Dividend yield		0.0	%		0.0	%

The change in the fair value of the derivative warrant liabilities for the period

from September 14, 2020 (inception)

through December 31, 2020 is summarized as follows:


Derivative warrant liabilities at September 14, 2020 (inception)	$	—
Issuance of Public and Private Warrants		27,360,000
Change in fair value of derivative warrant liabilities		7,525,000

Derivative warrant liabilities at December 31, 2020	$	34,885,000

- 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

Income Taxes

4 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Income Taxes

Note

10

—Income Taxes

The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered

start-up

costs and are not currently deductible. There was no income tax expense for the period from September 14, 2020 (inception) through December 31, 2020.

The income tax provision (benefit) consists of the following for the period from September 14, 2020 (inception) through December 31, 2020:


Current
Federal	$	—
State		—
Deferred
Federal		(3,405,066	)
State		—
Valuation allowance		3,405,066

Income tax provision	$	—

The Company’s net deferred tax assets are as follows as of December 31, 2020:


Deferred tax assets:
Net operating loss carryforwards	$	3,131,639
Start-up/organizational costs		273,426

Total deferred tax assets		3,405,066
Valuation allowance		(3,405,066	)

Deferred tax asset, net of allowance	$	—

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance.

There were no unrecognized tax benefits as of December 31, 2020. No amounts were accrued for the payment of interest and penalties at December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows for the period from September 14, 2020 (inception) through December 31, 2020:


Statutory Federal income tax rate	21.0	%
Change in Valuation Allowance	(21.0	)%

Income Taxes Benefit	0.0	%

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Subsequent Events

4 Months Ended

Dec. 31, 2020

Subsequent Events [Abstract]

Subsequent Events

Note 9—Subsequent Events

On December 21, 2020, the Company repaid approximately $90,000 of the outstanding Note balance.

On January 12, 2021, the Company, the Sponsor accepted service of a lawsuit where they are named as Counterclaim Defendants in an underlying action by and between GTY Technology Holdings, Inc. (“GTY”), dMY Technology Holdings Inc., dMY Sponsor, LLC, dMY Sponsor II, LLC, dMY Technology Group Inc. II, the Company and the Sponsor (collectively “dMY”) and Carter Glatt (“Glatt”) and Captains Neck Holdings LLC (“Captains Neck”). The Underlying Lawsuit seeks a declaratory judgment that Glatt and Captains Neck are not entitled to Class Y Units of dMY Sponsor LLC and contains claims arising from Glatt’s termination of employment from GTY on or about April 3, 2020 including theft and misappropriation of confidential GTY information, breach of contract, breach of the duties of loyalty and fiduciary duty and conversion. Glatt has, among other things, responded to the Underlying Lawsuit by adding members of the Sponsor and officers of the Company as Counterclaim Defendants and adding Dune Acquisition Holdings LLC, a newly formed special purpose acquisition company as a Counterclaimant and asserting claims for breach of contract, fraudulent misrepresentation, negligent misrepresentation, tortious interference with business relations, quantum meruit and unjust enrichment. The Company has never employed Glatt and has no business agreements with him. The Company has denied the claims against them and management intends to vigorously defend the Company.

On March 7, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ion Trap Acquisition Inc., a Delaware corporation and a direct, newly formed wholly owned subsidiary of the Company (“Merger Sub”) and IonQ, Inc., a Delaware corporation (“IonQ”). Pursuant to the Merger Agreement, at the Effective Time, and in accordance with the Delaware General Corporation Law, as amended, Merger Sub will merge with and into IonQ (the “Merger”), with IonQ continuing as the surviving entity in the Merger and, after giving effect to the Merger, becoming a wholly owned subsidiary of the Company. See the Current Report on Form 8-K, filed with the SEC on March 7, 2021, for further information.

On March 7, 2021, concurrently with the execution of the Merger Agreement, the Company entered into subscription agreements with certain investors (collectively, the “PIPE Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 35,000,000 shares of the Company’s Class A common stock for an aggregate purchase price equal to $350,000,000. See the Current Report on Form 8-K, filed with the SEC on March 7, 2021, for further information.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were available to be issued, and determined that there have been no events that have occurred that would require adjustments to the disclosures in the financial statements.

Basis of Presentation and Summary of Significant Accounting Policies (Policies)

4 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation

The accompanying financial statements are presented in U.S. dollars, in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC.

In April 2021, the Company identified a misstatement in its accounting treatment for warrants issued in connection with the Initial Public Offering and the Private Placement Warrants (collectively, the “Warrants”) as presented in its audited balance sheet as of November 17, 2020 included in its Current Report on Form 8-K, filed November 23, 2020. The Warrants were reflected as a component of equity as opposed to liabilities on the balance sheet. Pursuant to ASC Topic 250, Accounting Changes and Error Corrections, and Staff Accounting Bulletin 99, “Materiality”) (“SAB 99”) issued by the SEC, the Company determined the impact of the error was immaterial for the audited balance sheet included in its Current Report on Form 8-K. The impact of the error correction is reflected in the unaudited condensed financial statements contained herein which resulted in a $21.1 million increase to derivative liabilities and offsetting decrease to Class A common stock subject to possible redemption to the November 17, 2020 balance sheet.

In connection with such analysis, as described below under “Restatement of Previously Issued Financial Statements”, the Company’s financial statements for the period from September 14, 2020 (inception) through December 31, 2020 (the “Affected Period”), was restated in this Annual Report on Form 10-K/A (Amendment No. 1) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited and unaudited condensed financial statements for such period. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statement and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion.

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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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.

Risk and Uncertainties

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s results of operations, financial position and cash flows may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures that have been, and may in the future be, implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn.

Restatement of Previously Issued Financial Statements

In April 2021, the audit committee of the Company, in consultation with management, concluded that, because of a misapplication of the accounting guidance related to its public and private placement warrants to purchase common stock that the Company issued in November 2020 (the “Warrants”), the Company’s previously issued financial statements for the Affected Period should no longer be relied upon. As such, the Company is restating its financial statements for the Affected Period included in this Annual Report.

On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since their issuance on November 17, 2020, the Company’s warrants have been accounted for as equity within the Company’s previously reported balance sheet. After discussion and evaluation, including with the Company’s independent registered public accounting firm and the Company’s audit committee, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement.

Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheet and the statement of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants, based on our application of ASC Topic

815-40,

Derivatives and Hedging, Contracts in Entity’s Own Equity

(“ASC

815-40).

The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC

815-40

to the warrant agreement. The Company reassessed its accounting for Warrants issued on November 17, 2020, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Statement of Operations each reporting period and offering costs associated with derivative warrant liabilities should be expensed as incurred, presented as non-operating expenses in the Statement Of Operations.

Therefore, the Company, in consultation with its audit committee, concluded that its previously issued Financial Statements for the Affected Period should be restated because of a misapplication in the guidance around accounting for certain of our outstanding warrants to purchase common stock (the “Warrants”) and should no longer be relied upon.

Impact of the Restatement

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


	As of December 31, 2020
	As Previously Reported			Restatement Adjustment			As Restated
Balance Sheet
Total assets	$	302,370,589		$	—		$	302,370,589

Liabilities and stockholders’ equity
Total current liabilities	$	1,452,449		$	—		$	1,452,449
Deferred underwriting commissions		10,500,000			—			10,500,000
Derivative warrant liabilities		—			34,885,000			34,885,000

Total liabilities		11,952,449			34,885,000			46,837,449
Class A common stock, $0.0001 par value; shares subject to possible redemption		285,418,130			(34,885,000	)		250,533,130
Stockholders’ equity
Preferred stock - $0.0001 par value		—			—			—
Class A common stock - $0.0001 par value		146			349			495
Class B common stock - $0.0001 par value		750			—			750
Additional paid-in-capital		5,628,386			15,584,977			21,213,363
Accumulated deficit		(629,272	)		(15,585,326	)		(16,214,598	)

Total stockholders’ equity		5,000,010			—			5,000,010

Total liabilities and stockholders’ equity	$	302,370,589		$	—		$	302,370,589


	For the Period from September 14, 2020 (inception) Through December 31, 2020
	As Previously Reported			Restatement Adjustment			As Restated
Statement of Operations
Loss from operations	$	(659,837	)	$	—		$	(659,837	)
Other (expense) income:
Gain on marketable securities (net), dividends and interest, held in Trust Account		30,565						30,565
Financing costs - derivative warrant liabilities		—			(700,326	)		(700,326	)
Loss upon issuance of private placement warrants		—			(7,360,000	)		(7,360,000	)
Change in fair value of derivative warrant liabilities		—			(7,525,000	)		(7,525,000	)

Total other (expense) income		30,565			(15,585,326	)		(15,554,761	)

Net loss	$	(629,272	)	$	(15,585,326	)	$	(16,214,598	)

Basic and Diluted weighted-average Class A common shares outstanding		30,000,000			—			30,000,000

Basic and Diluted net income per Class A common shares	$	—			—		$	—

Basic and Diluted weighted-average Class B common shares outstanding		7,156,250			—			7,156,250

Basic and Diluted net loss per Class B common shares	$	(0.09	)		—		$	(1.24	)


	For the Period from September 14, 2020 (inception) Through December 31, 2020
	As Previously Reported			Restatement Adjustment			As Restated
Statement of Cash Flows
Net loss	$	(629,272	)	$	(15,585,326	)	$	(16,214,598	)
Adjustment to reconcile net loss to net cash used in operating activities		(3,337	)		(15,585,326	)		(15,588,663	)
Changes in operating assets and liabilities		287,813			—			287,813
Net cash used in operating activities		(344,796	)		—			(344,796	)
Net cash used in investing activities		(300,000,000	)		—			(300,000,000	)
Net cash provided by financing activities		301,914,535			—			301,914,535

Net change in cash	$	1,569,739		$	—		$	1,569,739

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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. Actual results could differ 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 December 31, 2020.

Concentration of Credit Risk

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

Investments Held in Trust Account

Investments Held in the Trust Account

The Company’s portfolio of investments 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 balance sheet 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 gain on marketable securities (net), dividends and interest held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under

ASC 820, “Fair Value

Measurements” approximates the carrying amounts represented in the balance sheet.

Fair Value Measurements

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

•

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

•

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

•

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

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

As of December 31, 2020, the carrying values of cash, accounts payable, accrued expenses franchise tax payable, and note payable to related parties 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. The fair value of investments held in Trust Account is determined using quoted prices in active markets.

Derivative Warrant liabilities

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Offering Costs Associated with the Initial Public Offering

The Company

complies with the requirements of the ASC Topic

340-10-S99-1 and SEC Staff

Accounting Bulletin Topic 5A – “Expenses of Offering.” Offering costs consist of legal, accounting, underwriting fees and other costs incurred in connection with the formation and preparation for the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative 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 upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately $700,000 is included in financing cost -derivative warrant liabilities in the statement of operations and approximately $16.3 million is included in stockholders’ equity.

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 (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including 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, shares of Class A common stock are 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 the occurrence of uncertain future events. Accordingly, as of December 31, 2020, 25,053,313 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 balance sheet.

Net Loss Per Common Share

Net loss per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 11,500,000 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. As a result, diluted earnings per share is the same as basic earnings per share for the periods presented.

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

to the two-class method of

income per share. Net income per share, basic and diluted for Class A common stock is calculated by dividing the net gain from investments held in the Trust Account of approximately $31,000, net of applicable franchise taxes of approximately $31,000 for the period from September 14, 2020 (inception) through December 31, 2020, by the weighted average number of shares of Class A common stock outstanding for the period. Net loss per share, basic and diluted for Class B common stock for the period from September 14, 2020 (inception) through December 31, 2020 is calculated by dividing the general and administration expenses of approximately $602,000

,

offering costs associated with derivative warrant liabilities of approximately $700,000

, loss upon issuance of private placement warrants of approximately $7.4 million

, the change in fair value of derivative warrant liabilities of approximately $7.5 million and remaining franchise taxes of approximately

$28,000,

resulting in a net loss of approximately $7.2 million, by the weighted average number of Class B common stock outstanding for the period.

Income Taxes

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

ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 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.

Recent Accounting Pronouncements

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

Basis of Presentation and Summary of Significant Accounting Policies (Tables)

4 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Summary Of Restatement Of Balance Sheet


	As of December 31, 2020
	As Previously Reported			Restatement Adjustment			As Restated
Balance Sheet
Total assets	$	302,370,589		$	—		$	302,370,589

Liabilities and stockholders’ equity
Total current liabilities	$	1,452,449		$	—		$	1,452,449
Deferred underwriting commissions		10,500,000			—			10,500,000
Derivative warrant liabilities		—			34,885,000			34,885,000

Total liabilities		11,952,449			34,885,000			46,837,449
Class A common stock, $0.0001 par value; shares subject to possible redemption		285,418,130			(34,885,000	)		250,533,130
Stockholders’ equity
Preferred stock - $0.0001 par value		—			—			—
Class A common stock - $0.0001 par value		146			349			495
Class B common stock - $0.0001 par value		750			—			750
Additional paid-in-capital		5,628,386			15,584,977			21,213,363
Accumulated deficit		(629,272	)		(15,585,326	)		(16,214,598	)

Total stockholders’ equity		5,000,010			—			5,000,010

Total liabilities and stockholders’ equity	$	302,370,589		$	—		$	302,370,589

Summary Of Restatement Of Statement Of Operations


	For the Period from September 14, 2020 (inception) Through December 31, 2020
	As Previously Reported			Restatement Adjustment			As Restated
Statement of Operations
Loss from operations	$	(659,837	)	$	—		$	(659,837	)
Other (expense) income:
Gain on marketable securities (net), dividends and interest, held in Trust Account		30,565						30,565
Financing costs - derivative warrant liabilities		—			(700,326	)		(700,326	)
Loss upon issuance of private placement warrants		—			(7,360,000	)		(7,360,000	)
Change in fair value of derivative warrant liabilities		—			(7,525,000	)		(7,525,000	)

Total other (expense) income		30,565			(15,585,326	)		(15,554,761	)

Net loss	$	(629,272	)	$	(15,585,326	)	$	(16,214,598	)

Basic and Diluted weighted-average Class A common shares outstanding		30,000,000			—			30,000,000

Basic and Diluted net income per Class A common shares	$	—			—		$	—

Basic and Diluted weighted-average Class B common shares outstanding		7,156,250			—			7,156,250

Basic and Diluted net loss per Class B common shares	$	(0.09	)		—		$	(1.24	)

Summary Of Restatement Of Statement Of Cash Flows


	For the Period from September 14, 2020 (inception) Through December 31, 2020
	As Previously Reported			Restatement Adjustment			As Restated
Statement of Cash Flows
Net loss	$	(629,272	)	$	(15,585,326	)	$	(16,214,598	)
Adjustment to reconcile net loss to net cash used in operating activities		(3,337	)		(15,585,326	)		(15,588,663	)
Changes in operating assets and liabilities		287,813			—			287,813
Net cash used in operating activities		(344,796	)		—			(344,796	)
Net cash used in investing activities		(300,000,000	)		—			(300,000,000	)
Net cash provided by financing activities		301,914,535			—			301,914,535

Net change in cash	$	1,569,739		$	—		$	1,569,739

Fair Value Measurements (Tables)

4 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Summary of financial Asset measured at fair value on recurring basis

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


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account - U.S. Treasury Securities (1)	$	300,029,996	$	—	$	—
Liabilities:
Derivative warrant liabilities	$	—	$	—	$	34,885,000

(1)	Excludes $569 of cash balance held within the Trust Account

Summary of fair value measurements inputs

The following table provides quantitative information regarding Level 3 fair value measurements inputs for the Company’s warrants at their measurement dates:


	At initial issuance			As of December 31, 2020

Exercise price	$	11.50		$	11.50
Stock price	$	9.60		$	10.84
Volatility		22.4%/45.5%			22.7%/44.3%
Term		6.55			6.42
Dividend yield		0.0	%		0.0	%

Summary of change in fair value of derivative warrant liabilities

The change in the fair value of the derivative warrant liabilities for the period

from September 14, 2020 (inception)

through December 31, 2020 is summarized as follows:


Derivative warrant liabilities at September 14, 2020 (inception)	$	—
Issuance of Public and Private Warrants		27,360,000
Change in fair value of derivative warrant liabilities		7,525,000

Derivative warrant liabilities at December 31, 2020	$	34,885,000

Income Taxes (Tables)

4 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Summary of income tax provision (benefit)

The income tax provision (benefit) consists of the following for the period from September 14, 2020 (inception) through December 31, 2020:


Current
Federal	$	—
State		—
Deferred
Federal		(3,405,066	)
State		—
Valuation allowance		3,405,066

Income tax provision	$	—

Summary of net deferred tax assets

The Company’s net deferred tax assets are as follows as of December 31, 2020:


Deferred tax assets:
Net operating loss carryforwards	$	3,131,639
Start-up/organizational costs		273,426

Total deferred tax assets		3,405,066
Valuation allowance		(3,405,066	)

Deferred tax asset, net of allowance	$	—

Summary of reconciliation of the statutory federal income tax rate (benefit) and effective tax rate (benefit)

A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows for the period from September 14, 2020 (inception) through December 31, 2020:


Statutory Federal income tax rate	21.0	%
Change in Valuation Allowance	(21.0	)%

Income Taxes Benefit	0.0	%

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)		1 Months Ended	4 Months Ended
	Nov. 17, 2020	Nov. 17, 2020	Dec. 31, 2020
Organization Business And Basis Of Presentation [Line Items]
Initial Public Offering, units	30,000,000
Initial Public Offering, price per unit	$ 10.00	$ 10.00
Initial Public Offering, gross proceeds	$ 300,000,000		$ 300,000,000
Initial Public Offering, offering costs	17,000,000
Initial Public Offering, deferred underwriting commissions	$ 10,500,000	$ 10,500,000
Initial Public Offering, private placement gross proceeds			8,000,000
Cash			$ 1,569,739
Business Combination within in the Combination Period, possible per share value of residual assets remaining available for distribution			$ 10.00
Business Combination required completion period after Initial Public Offering			24 months
Liquidity and Capital Resources [Member]
Organization Business And Basis Of Presentation [Line Items]
Cash			$ 1,600,000
Net Working Capital			888,000
Interest income held in Trust account			$ 31,000
Common Class A [Member]
Organization Business And Basis Of Presentation [Line Items]
Initial Public Offering, price per unit	$ 11.50	$ 11.50
Common stock, par value			$ 0.0001
Common stock, price per public share			$ 10.00
Maximum [Member]
Organization Business And Basis Of Presentation [Line Items]
Business Combination, maximum amount of interest to pay dissolution expenses			$ 100,000
Percentage of aggregate Public Shares restricted from redeem			20.00%
Public Shares redeemable amount limit of net tangible assets			$ 5,000,001
Trust Account [Member]
Organization Business And Basis Of Presentation [Line Items]
Initial Public Offering, price per unit	$ 10.00	$ 10.00
Initial Public Offering, gross proceeds		$ 300,000,000
Underwriters Over Allotment [Member]
Organization Business And Basis Of Presentation [Line Items]
Initial Public Offering, units	2,500,000
Private Placement [Member]
Organization Business And Basis Of Presentation [Line Items]
Initial Public Offering, units	4,000,000
Initial Public Offering, price per unit	$ 2.00	$ 2.00
Initial Public Offering, private placement gross proceeds	$ 8,000,000
Sponsor [Member]
Organization Business And Basis Of Presentation [Line Items]
Contribution from the sponsor			25,000
Proceeds from notes payable to related party current			121,000
Sponsor [Member] \| Maximum [Member]
Organization Business And Basis Of Presentation [Line Items]
Proceeds from notes payable to related party current			$ 200,000

Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	4 Months Ended
	Dec. 31, 2020	Nov. 17, 2020
Significant Accounting Policies [Line Items]
Federal depository insurance coverage limit	$ 250,000
Cash equivalents	$ 0
Restricted investments maturity	185 days
General and administrative expenses	$ 601,705
Net loss	(16,214,598)
Offering cost	16,277,262
Offering costs associated with derivative warrant liabilities	700,326
Change in fair value of derivative warrant liabilities	7,525,000
Increase decrease in common stoc subject to possible redemption		$ 21,100,000
Loss upon issuance of private placement warrants	(7,360,000)
Private Placement Warrants [Member]
Significant Accounting Policies [Line Items]
Loss upon issuance of private placement warrants	(7,400,000)
IPO [Member]
Significant Accounting Policies [Line Items]
Financing costs - derivative warrant liabilities	700,000
Offering cost	16,300,000
Class A Shares [Member]
Significant Accounting Policies [Line Items]
Temporary equity, accretion to redemption value	25,053,313
Dilutive securities	11,500,000
Temporary equity, net income	31,000
Franchise taxes	31,000
Class B Shares [Member]
Significant Accounting Policies [Line Items]
Franchise taxes	28,000
General and administrative expenses	602,000
Net loss	$ 7,200,000

Basis of Presentation and Summary of Significant Accounting Policies - Summary Of Restatement Of Balance Sheet (Detail) - USD ($)	Dec. 31, 2020	Sep. 13, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total Assets	$ 302,370,589
Liabilities and Stockholders' Equity:
Total current liabilities	1,452,449
Deferred underwriting commissions	10,500,000
Derivative warrant liabilities	34,885,000
Total liabilities	46,837,449
Class A common stock, shares subject to possible redemption	250,533,130
Stockholders' Equity:
Additional paid-in capital	21,213,363
Accumulated deficit	(16,214,598)
Total stockholders' equity	5,000,010
Total Liabilities and Stockholders' Equity	302,370,589
Common Class A [Member]
Stockholders' Equity:
Common stock, value	495
Total stockholders' equity
Common Class B [Member]
Stockholders' Equity:
Common stock, value	750
Total stockholders' equity
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total Assets	302,370,589
Liabilities and Stockholders' Equity:
Total current liabilities	1,452,449
Deferred underwriting commissions	10,500,000
Total liabilities	11,952,449
Class A common stock, shares subject to possible redemption	285,418,130
Stockholders' Equity:
Additional paid-in capital	5,628,386
Accumulated deficit	(629,272)
Total stockholders' equity	5,000,010
Total Liabilities and Stockholders' Equity	302,370,589
As Previously Reported \| Common Class A [Member]
Stockholders' Equity:
Common stock, value	146
As Previously Reported \| Common Class B [Member]
Stockholders' Equity:
Common stock, value	750
Restatement Adjustment
Liabilities and Stockholders' Equity:
Derivative warrant liabilities	34,885,000
Total liabilities	34,885,000
Class A common stock, shares subject to possible redemption	(34,885,000)
Stockholders' Equity:
Additional paid-in capital	15,584,977
Accumulated deficit	(15,585,326)
Restatement Adjustment \| Common Class A [Member]
Stockholders' Equity:
Common stock, value	349
As Restated
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total Assets	302,370,589
Liabilities and Stockholders' Equity:
Total current liabilities	1,452,449
Deferred underwriting commissions	10,500,000
Derivative warrant liabilities	34,885,000
Total liabilities	46,837,449
Class A common stock, shares subject to possible redemption	250,533,130
Stockholders' Equity:
Additional paid-in capital	21,213,363
Accumulated deficit	(16,214,598)
Total stockholders' equity	5,000,010
Total Liabilities and Stockholders' Equity	302,370,589
As Restated \| Common Class A [Member]
Stockholders' Equity:
Common stock, value	495
As Restated \| Common Class B [Member]
Stockholders' Equity:
Common stock, value	$ 750

Basis of Presentation and Summary of Significant Accounting Policies - Summary Of Restatement Of Balance Sheet (Parenthetical) (Detail)	Dec. 31, 2020 $ / shares
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Preferred stock, par value	$ 0.0001
Common Class A [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Temporary Equity, Par or Stated Value Per Share	0.0001
Common stock, par value	0.0001
Common Class B [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock, par value	$ 0.0001

Basis of Presentation and Summary of Significant Accounting Policies - Summary Of Restatement Of Statement Of Operations (Detail)	4 Months Ended
	Dec. 31, 2020 USD ($) $ / shares shares
Schedule Of Prior Period Adjustment Of Income Statement [Line Items]
Loss from operations	$ (659,837)
Other income (expenses):
Gain on marketable securities (net), dividends and interest, held in Trust Account	30,565
Loss upon issuance of private placement warrants	(7,360,000)
Change in fair value of derivative warrant liabilities	7,525,000
Total other income (expenses)	(15,554,761)
Net loss	$ (16,214,598)
Common Class A [Member]
Other income (expenses):
Weighted average shares outstanding, basic and diluted \| shares	30,000,000
Basic and diluted net loss per share \| $ / shares	$ 0.00
Common Class B [Member]
Other income (expenses):
Net loss	$ 7,200,000
Weighted average shares outstanding, basic and diluted \| shares	7,156,250
Basic and diluted net loss per share \| $ / shares	$ (1.24)
As Previously Reported
Schedule Of Prior Period Adjustment Of Income Statement [Line Items]
Loss from operations	$ (659,837)
Other income (expenses):
Gain on marketable securities (net), dividends and interest, held in Trust Account	30,565
Total other income (expenses)	30,565
Net loss	$ (629,272)
As Previously Reported \| Common Class A [Member]
Other income (expenses):
Weighted average shares outstanding, basic and diluted \| shares	30,000,000
As Previously Reported \| Common Class B [Member]
Other income (expenses):
Weighted average shares outstanding, basic and diluted \| shares	7,156,250
Basic and diluted net loss per share \| $ / shares	$ (0.09)
Restatement Adjustment
Other income (expenses):
Financing costs - derivative warrant liabilities	$ (700,326)
Loss upon issuance of private placement warrants	(7,360,000)
Change in fair value of derivative warrant liabilities	(7,525,000)
Total other income (expenses)	(15,585,326)
Net loss	(15,585,326)
As Restated
Schedule Of Prior Period Adjustment Of Income Statement [Line Items]
Loss from operations	(659,837)
Other income (expenses):
Gain on marketable securities (net), dividends and interest, held in Trust Account	30,565
Financing costs - derivative warrant liabilities	(700,326)
Loss upon issuance of private placement warrants	(7,360,000)
Change in fair value of derivative warrant liabilities	(7,525,000)
Total other income (expenses)	(15,554,761)
Net loss	$ (16,214,598)
As Restated \| Common Class A [Member]
Other income (expenses):
Weighted average shares outstanding, basic and diluted \| shares	30,000,000
As Restated \| Common Class B [Member]
Other income (expenses):
Weighted average shares outstanding, basic and diluted \| shares	7,156,250
Basic and diluted net loss per share \| $ / shares	$ (1.24)

Basis of Presentation and Summary of Significant Accounting Policies - Summary Of Restatement Of Statement Of Cash Flow (Detail)	4 Months Ended
	Dec. 31, 2020 USD ($)
Schedule Of Prior Period Adjustment Of Cash Flow Statement [Line Items]
Net loss	$ (16,214,598)
Net cash used in operating activities	(344,796)
Net cash used in investing activities	(300,000,000)
Net cash provided by financing activities	301,914,535
Net increase in cash	1,569,739
As Previously Reported
Schedule Of Prior Period Adjustment Of Cash Flow Statement [Line Items]
Net loss	(629,272)
Adjustment to reconcile net loss to net cash used in operating activities	(3,337)
Changes in operating assets and liabilities	287,813
Net cash used in operating activities	(344,796)
Net cash used in investing activities	(300,000,000)
Net cash provided by financing activities	301,914,535
Net increase in cash	1,569,739
Restatement Adjustment
Schedule Of Prior Period Adjustment Of Cash Flow Statement [Line Items]
Net loss	(15,585,326)
Adjustment to reconcile net loss to net cash used in operating activities	(15,585,326)
As Restated
Schedule Of Prior Period Adjustment Of Cash Flow Statement [Line Items]
Net loss	(16,214,598)
Adjustment to reconcile net loss to net cash used in operating activities	(15,588,663)
Changes in operating assets and liabilities	287,813
Net cash used in operating activities	(344,796)
Net cash used in investing activities	(300,000,000)
Net cash provided by financing activities	301,914,535
Net increase in cash	$ 1,569,739

Initial Public Offering - Additional Information (Detail) - USD ($)		4 Months Ended
	Nov. 17, 2020	Dec. 31, 2020
Initial Public Offering [Line Items]
Initial Public Offering, units	30,000,000
Initial Public Offering, price per unit	$ 10.00
Initial Public Offering, gross proceeds	$ 300,000,000	$ 300,000,000
Initial Public Offering, offering costs	17,000,000
Initial Public Offering, deferred underwriting commissions	$ 10,500,000
Class A Shares [Member]
Initial Public Offering [Line Items]
Initial Public Offering, price per unit	$ 11.50
IPO [Member]
Initial Public Offering [Line Items]
Initial Public Offering, units	30,000,000
Initial Public Offering, price per unit	$ 10.00
Initial Public Offering, gross proceeds	$ 300,000,000
Initial Public Offering, offering costs	17,000,000
Initial Public Offering, deferred underwriting commissions	$ 10,500,000
Over-Allotment Option [Member]
Initial Public Offering [Line Items]
Initial Public Offering, units	2,500,000

Related Party Transactions - Additional Information (Detail)

1 Months Ended

4 Months Ended

Dec. 21, 2020

USD ($)

Nov. 17, 2020

$ / shares

shares

Nov. 12, 2020

shares

Sep. 14, 2020

USD ($)

$ / shares

shares

Oct. 31, 2020

shares

Dec. 31, 2020

USD ($)

$ / shares

shares

Dec. 27, 2020

shares

Aug. 18, 2020

$ / shares

Offering costs for an aggregate price | $

^[1]

$ 25,000

Initial Public Offering, units

30,000,000

Initial Public Offering, price per unit | $ / shares

$ 10.00

Initial Public Offering, gross proceeds | $

8,000,000

Repayments of Notes Payable | $

$ 90,000

$ 89,602

Underwriters Over Allotment [Member]

Initial Public Offering, units

2,500,000

Founder Shares [Member]

Initial stockholders agreed to forfeit

1,031,250

Percentage of founder shares from related party

20.00%

Founder Shares [Member] | Darla Anderson [Member]

Shares transferred during the period

25,000

Founder Shares [Member] | Francesca Luthi [Member]

Shares transferred during the period

25,000

Founder Shares [Member] | Charles E Wert [Member]

Shares transferred during the period

25,000

Sponsor [Member]

Proceeds from notes payable to related party current | $

$ 121,000

Sponsor [Member] | Maximum [Member]

Proceeds from notes payable to related party current | $

200,000

Related Party Loans [Member]

Convertible price warrants for post business combination entity | $ / shares

$ 2.00

Proceeds from Promissory Note to related party | $

121,000

Working Capital Loans | $

1,500,000

Administrative Service Agreement [Member]

Monthly charge for administrative services | $

$ 10,000

Private Placement Warrant [Member]

Initial Public Offering, units

4,000,000

Initial Public Offering, price per unit | $ / shares

$ 2.00

Initial Public Offering, gross proceeds | $

$ 8,000,000

Common Class A [Member]

Initial Public Offering, price per unit | $ / shares

$ 11.50

Common stock, par value | $ / shares

$ 0.0001

Warrants exercise price per share | $ / shares

$ 11.50

Common stock, shares outstanding

4,946,687

Common Class A [Member] | Founder Shares [Member]

Closing Share Threshold Price | $ / shares

$ 12.00

Common Class A [Member] | Private Placement Warrant [Member]

Warrants exercise price per share | $ / shares

$ 11.50

Common Class B [Member]

Common stock, par value | $ / shares

$ 0.0001

Initial stockholders agreed to forfeit

^[1]

406,250

Stock split ratio

0.90

Common stock, shares outstanding

7,906,250

7,500,000

Common stock that were subject to forfeiture

625,000

406,250

Common Class B [Member] | Maximum [Member]

Common stock that were subject to forfeiture

1,031,250

Common Class B [Member] | Founder Shares [Member]

Offering costs for an aggregate price | $

$ 25,000

Initial Public Offering, units

7,187,500

Common stock, par value | $ / shares

$ 0.0001

[1]

This number included up to 1,031,250 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On November 17, 2020, the underwriters partially exercised their over-allotment option to purchase 2,500,000 units resulting in 625,000 shares of Class B common stock no longer being subject to forfeiture. The over-allotment option expired on December 27, 2020, resulting in 406,250 shares of Class B common stock being forfeited. (see Note 4)

Commitments and Contingencies - Additional Information (Detail) $ / shares in Units, $ in Thousands	4 Months Ended
	Dec. 31, 2020 USD ($) $ / shares
Underwriting discount \| $ / shares	$ 0.20
Underwriting discount aggregate amount \| $	$ 6,000
Additional fee per unit \| $ / shares	$ 0.35
Deferred underwriting commissions in connection with the initial public offering \| $	$ 10,500

Stockholders' Equity - Additional Information (Detail) - $ / shares		4 Months Ended
	Nov. 17, 2020	Dec. 31, 2020	Dec. 27, 2020	Nov. 12, 2020	Aug. 18, 2020
Class of Stock [Line Items]
Common stock voting right		Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. 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 required by law.
Preferred stock, par or stated value per share		$ 0.0001
Preferred stock, shares issued		0
Preferred stock, shares outstanding		0
Initial Public Offering, units	30,000,000
Over-Allotment Option [Member]
Class of Stock [Line Items]
Initial Public Offering, units	2,500,000
Class A Shares [Member]
Class of Stock [Line Items]
Common stock, shares authorized		380,000,000
Common stock, par value		$ 0.0001
Common stock, shares issued		4,946,687
Common stock, shares outstanding		4,946,687
Common stock shares issuable upon conversion		the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders)
Common stock subject to possible redemption		25,053,313
Class B Shares [Member]
Class of Stock [Line Items]
Common stock, shares authorized		20,000,000
Common stock, par value		$ 0.0001
Common stock, shares issued	7,187,500	7,500,000
Common stock, shares outstanding		7,500,000		7,906,250
Common stock shares issued including shares subject to forfeiture		1,031,250
Initial stockholders own Company's issued and outstanding common stock after the initial public offering		20.00%			20.00%
Reverse stock split description		one-for-one basis, subject to adjustment for stock splits
Common stock shares no longer subject to forefeiture	625,000
Class B Shares [Member] \| Over-Allotment Option [Member]
Class of Stock [Line Items]
Common stock shares no longer subject to forefeiture			406,250
Common Stock, Shares Subscribed but Unissued		2,500,000
Initial Public Offering, units	2,500,000

Derivative Warrant Liabilities - Additional Information (Detail) - $ / shares		4 Months Ended
	Aug. 18, 2020	Dec. 31, 2020
Public Warrants will become exercisable		on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering
Public warrant for redemption price		at a price of $0.01 per warrant
Public warrants expire date		upon a minimum of 30 days’ prior written notice of redemption
Public Warrants
Number of warrants or rights outstanding		7,500,000
Private Placement Warrants
Number of warrants or rights outstanding		4,000,000
Common Stock Price Equals To Or Exceeds Ten Dollars [Member]
Warrant redemption trigger price subject to adjustment		$ 10.00
Common Class A [Member]
Exercise price per warrant	$ 11.50
Common Class A [Member] \| Redemption Price One [Member]
Number of days from consummation of business combination within which registration statement shall be issued		30 days
Redemption price of warrants per unit	$ 0.01
Number of consecutive trading days for which the stock price is to be maintained	20 days
Number of trading days	30 days
Common Class A [Member] \| Redemption Price Two [Member]
Number of days from consummation of business combination within which registration statement shall be issued	30 days
Redemption price of warrants per unit	$ 0.10
Number of consecutive trading days for which the stock price is to be maintained		20 days
Number of trading days		30 days
Common Class A [Member] \| Maximum [Member]
Issue price at closing of its initial business combination		$ 9.20
Number of shares of common stock excercisable per warrant	0.361
Common Class A [Member] \| Minimum [Member]
The aggregate gross proceeds from such issuances		60.00%
Warrant exercise price, description		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, the $18.00 per share redemption trigger price described under “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 180% of the higher of the Market Value and the Newly Issued Price
Common Class A [Member] \| Minimum [Member] \| Redemption Price One [Member]
Share price	$ 18.00
Common Class A [Member] \| Minimum [Member] \| Redemption Price Two [Member]
Share price	$ 10.00

Fair Value Measurements - Additional Information (Detail) - USD ($)	4 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Fair value transfers between the amount		$ 0
Change in fair value of derivative warrant liabilities	$ 7,525,000

Fair Value Measurements - Summary of financial Asset measured at fair value on recurring basis (Detail) - Fair Value, Recurring [Member]	Dec. 31, 2020 USD ($)
Quoted Prices in Active Markets (Level 1) [Member] \| U.S. Treasury Securities [Member]
Assets:
Investments held in Trust Account	$ 300,029,996
Significant Other Unobservable Inputs (Level 3) [Member]
Liabilities:
Derivative warrant liabilities	$ 34,885,000

Fair Value Measurements - Summary of financial Asset measured at fair value on recurring basis (Parenthetical) (Detail)	Dec. 31, 2020 USD ($)
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Cash	$ 1,569,739
U.S. Treasury Securities [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Cash	$ 569

Fair Value Measurements - Summary Of Fair Value Measurements Inputs (Detail) - Level 3	Dec. 31, 2020 $ / shares yr	Sep. 14, 2020 $ / shares yr
Exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding, measurement input	11.50	11.50
Stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding, measurement input	10.84	9.60
Volatility \| Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding, measurement input	22.7	22.4
Volatility \| Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding, measurement input	44.3	45.5
Term
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding, measurement input \| yr	6.42	6.55
Dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding, measurement input	0.0	0.0

Fair Value Measurements - Summary Of Change In Fair Value Of Derivative Warrant Liabilities (Detail)	4 Months Ended
	Dec. 31, 2020 USD ($)
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Change in fair value of derivative warrant liabilities	$ (7,525,000)
Level 3
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Derivative warrant liabilities at September 14, 2020 (inception)	0
Issuance of Public and Private Warrants	27,360,000
Change in fair value of derivative warrant liabilities	7,525,000
Derivative warrant liabilities at December 31, 2020	$ 34,885,000

Income Taxes - Summary of income tax provision (benefit) (Detail)	4 Months Ended
	Dec. 31, 2020 USD ($)
Current
Federal	$ 0
State	0
Deferred
Federal	(3,405,066)
State	0
Valuation allowance	3,405,066
Income tax provision	$ 0

- Definition

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

+ References + Details

Income Taxes - Summary of net deferred tax assets (Detail)	Dec. 31, 2020 USD ($)
Deferred tax assets:
Net operating loss carryforwards	$ 3,131,639
Start-up/organizational costs	273,426
Total deferred tax assets	3,405,066
Valuation allowance	(3,405,066)
Deferred tax asset, net of allowance	$ 0

Income Taxes - Summary of reconciliation of the statutory federal income tax rate (benefit) and effective tax rate (benefit) (Detail)	4 Months Ended
	Dec. 31, 2020
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Statutory Federal income tax rate	21.00%
Change in Valuation Allowance	(21.00%)
Income Taxes Benefit	0.00%

Income Taxes - Additional Information (Detail)	Dec. 31, 2020 USD ($)
Income Tax Disclosure [Abstract]
Unrecognized Tax Benefits	$ 0
Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued	$ 0

Subsequent Events - Additional Information (Detail) - USD ($)		4 Months Ended
	Dec. 21, 2020	Dec. 31, 2020	Mar. 07, 2021
Subsequent Event [Line Items]
Repayments of notes payable	$ 90,000	$ 89,602
PIPE Investors [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Number of shares subscribed			35,000,000
Value of shares subscribed			$ 350,000,000