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Document And Entity Information

Document And Entity Information - shares2 Months Ended
Sep. 30, 2020Nov. 25, 2020
Document Information Line Items
Entity Registrant NameMotion Acquisition Corp.
Document Type10-Q
Current Fiscal Year End Date--12-31
Amendment Flagfalse
Entity Central Index Key0001822359
Entity Current Reporting StatusNo
Entity Filer CategoryNon-accelerated Filer
Document Period End DateSep. 30,
2020
Document Fiscal Year Focus2020
Document Fiscal Period FocusQ3
Entity Small Businesstrue
Entity Emerging Growth Companytrue
Entity Shell Companytrue
Entity Ex Transition Periodfalse
Entity Incorporation, State or Country CodeDE
Entity File Number001-39618
Document Transition Reportfalse
Entity Interactive Data CurrentYes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding11,500,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding2,875,000

Unaudited Condensed Balance She

Unaudited Condensed Balance SheetSep. 30, 2020USD ($)
Assets:
Cash $ 1,532
Total Current Assets1,532
Deferred offering costs associated with initial public offering113,016
Total Assets114,548
Current liabilities:
Accounts payable20,450
Note payable to related party71,163
Total Current Liabilities91,613
Commitments and Contingencies
Stockholder’s Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital24,669
Accumulated deficit(2,065)
Total Stockholder’s Equity22,935
Total Liabilities and Stockholder’s Equity114,548
Class A Common Stock [Member]
Stockholder’s Equity:
Common stock
Total Stockholder’s Equity
Class B Common Stock [Member]
Stockholder’s Equity:
Common stock331 [1],[2]
Total Stockholder’s Equity $ 331
[1]On October 14, 2020, the Sponsor effected a surrender of 431,250 Class B common shares to the Company for no consideration, resulting in a decrease in the total number of Class B common shares then outstanding from 3,737,500 to 3,306,250. All shares and associated amounts have been retroactively restated to reflect the share surrender (see Note 4).
[2]Outstanding share amount included an aggregate of up to 431,250 Class B common shares that were subject to forfeiture depending on whether the underwriter’s over-allotment option was exercised (see Note 3).

Unaudited Condensed Balance S_2

Unaudited Condensed Balance Sheet (Parentheticals)Sep. 30, 2020$ / sharesshares
Preferred stock par value (in Dollars per share) | $ / shares $ 0.0001
Preferred stock, shares authorized1,000,000
Preferred stock, shares issued0
Preferred stock, shares outstanding0
Class A Common Stock [Member]
Common stock, par value (in Dollars per share) | $ / shares $ 0.0001
Common stock, shares authorized50,000,000
Common stock, shares issued0
Common stock, shares outstanding0
Class B Common Stock [Member]
Common stock, par value (in Dollars per share) | $ / shares $ 0.0001
Common stock, shares authorized12,500,000
Common stock, shares issued3,306,250
Common stock, shares outstanding3,306,250

Unaudited Condensed Statement o

Unaudited Condensed Statement of Operations2 Months Ended
Sep. 30, 2020USD ($)$ / sharesshares
Income Statement [Abstract]
General and administrative expenses $ 2,065
Net loss $ (2,065)
Weighted average Class B shares outstanding, basic and diluted (in Shares) | shares2,875,000 [1],[2]
Basic and diluted net loss per Class B share (in Dollars per share) | $ / shares $ 0
[1]On October 14, 2020, the Sponsor effected a surrender of 431,250 Class B common shares to the Company for no consideration, resulting in a decrease in the total number of Class B common shares then outstanding from 3,737,500 to 3,306,250. All shares and associated amounts have been retroactively restated to reflect the share surrender (see Note 4).
[2]Weighted average shares outstanding amount excludes an aggregate of up to 431,250 Class B common shares that were subject to forfeiture depending on whether the underwriter’s over-allotment option was exercised (see Note 3).

Unaudited Condensed Statement_2

Unaudited Condensed Statement of Changes in Stockholder’s Equity - 2 months ended Sep. 30, 2020 - USD ($)Class A Common StockClass B Common StockAdditional Paid-in Capital [Member]Retained Earnings [Member]Total
Balance at Aug. 10, 2020
Balance (in Shares) at Aug. 10, 2020
Issuance of Class B common stock to related party[1],[2] $ 331 24,669 25,000
Issuance of Class B common stock to related party (in Shares)[1],[2] 3,306,250
Net loss (2,065)(2,065)
Balance at Sep. 30, 2020 $ 331 $ 24,669 $ (2,065) $ 22,935
Balance (in Shares) at Sep. 30, 2020 3,306,250
[1]On October 14, 2020, the Sponsor effected a surrender of 431,250 Class B common shares to the Company for no consideration, resulting in a decrease in the total number of Class B common shares then outstanding from 3,737,500 to 3,306,250. All shares and associated amounts have been retroactively restated to reflect the share surrender (see Note 4).
[2]Outstanding share amount included an aggregate of up to 431,250 Class B common shares that were subject to forfeiture depending on whether the underwriter’s over-allotment option was exercised (see Note 3).

Unaudited Condensed Statement_3

Unaudited Condensed Statement of Cash Flows2 Months Ended
Sep. 30, 2020USD ($)
Cash Flows from Operating Activities:
Net loss $ (2,065)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities
Net cash used in operating activities(2,065)
Cash flow from financing activities:
Proceeds from note payable to related party71,163
Payment of deferred offering costs(67,566)
Net cash provided by financing activities3,597
Net change in cash1,532
Cash - beginning of the period
Cash - end of the period1,532
Supplemental disclosure of noncash activities:
Deferred offering costs paid by related party in exchange for issuance of Class B common stock25,000
Deferred offering costs included in accounts payable $ 20,450

Organization, Business Operatio

Organization, Business Operations and Basis of Presentation2 Months Ended
Sep. 30, 2020
Accounting Policies [Abstract]
ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATIONNOTE 1. ORGANIZATION, BUSINESS OPERATIONS
AND BASIS OF PRESENTATION Incorporation Motion Acquisition Corp. (the “Company”)
was incorporated as a Delaware corporation on August 11, 2020. The Company’s sponsor is Motion Acquisition LLC, a Delaware
limited liability company (the “Sponsor”). Fiscal Year End The Company has selected December 31 as
its fiscal year end. Business Purpose The Company was formed for the purpose
of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination
(“Business Combination”) with one or more businesses or entities that it has not yet selected (a “target business”).
Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the
Company is initially focusing its search on target businesses in the connected
vehicle industry The Company’s management has broad
discretion with respect to the specific application of the net proceeds of its initial public offering of units (the “Initial
Public Offering”), although substantially all of the net proceeds of the Initial Public Offering are intended to be generally
applied toward completing a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully
complete a Business Combination. Financing The registration statement for the Company’s
Initial Public Offering was declared effective on October 14, 2020. On October 19, 2020, the Company consummated its Initial
Public Offering of 11,500,000 units (the “Units” and, with respect to the Class A common stock included
in the Units being offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $115.0 million,
and incurring offering costs of approximately $6.7 million, inclusive of $4.0 million in deferred underwriting commissions
(Note 3). Simultaneously with the closing of the
Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 2,533,333 warrants (each,
a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per
Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $3.8 million (Note 4). The Company granted the underwriter a 45-day
option from the date of Initial Public Offering to purchase up to 1,725,000 additional Units to cover over-allotments, if any,
at the Initial Public Offering price less the underwriting discounts and commissions. On November 16, 2020, the underwriter advised
the Company that it will not exercise the over-allotment option (Note 3). Trust Account Upon the closing of the Initial Public
Offering and the Private Placement, $115.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial
Public Offering and Private Placement Warrants in 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. The proceeds
held in the Trust Account will either be held as cash or invested only in 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 in money market funds
meeting certain conditions 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. Pursuant to stock exchange listing rules,
the Company must complete an initial Business Combination with one or more target businesses that together have an aggregate fair
market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions
and taxes payable on the income earned on the Trust Account) 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 outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient
for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment
Company Act”). The Company’s amended and restated
certificate of incorporation provides that, other than the withdrawal of interest earned on the funds that may be released to the
Company to pay taxes, none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of
the Business Combination; (ii) the redemption of any of Public Shares to its holders (the “Public Stockholders”) properly
tendered in connection with a stockholder vote to amend certain provisions of the Company’s amended and restated certificate
of incorporation prior to an initial Business Combination and (iii) the redemption of 100% of the Public Shares if the Company
does not complete a Business Combination within the Combination Period (as defined below). The Company, after signing a definitive
agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called
for such purpose in connection with which Public Stockholders may seek to redeem their Public shares, regardless of whether they
vote for or against the Business Combination or do not vote at all, for cash equal to their pro rata share of the aggregate amount
then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination,
including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, or
(ii) provide the Public Stockholders with the opportunity to sell their shares to the Company by means of a tender offer for an
amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two
business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the
Trust Account and not previously released to the Company to pay its taxes. As a result, such common stock will be recorded at redemption
amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting
Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 480, “Distinguishing Liabilities
from Equity.” The amount in the Trust Account is initially anticipated to be $10.00 per Public Share. Except as required
by applicable law, the decision as to whether the Company will seek stockholder approval of the Business Combination or will allow
stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on
a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the
Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete its Business Combination only
if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event
will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 either
immediately prior to or upon consummation of the Company’s initial Business Combination. In such case, the Company would
not proceed with the redemption of its Public Shares and the related Business Combination, and instead may search for an alternate
Business Combination. The Company will have 24 months from
the closing of the Initial Public Offering, or October 19, 2022, to complete its initial Business Combination (the “Combination
Period”). If the Company does not complete a Business Combination within this period of time (and stockholders do not approve
an amendment to the Company’s amended and restated certificate of incorporation to extend this date), it 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 Stockholder’s rights as stockholders (including the right to receive further
liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of the remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses
(ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of
other applicable law. The Company’s Sponsor and the Company’s officers and directors have entered into agreements with
the Company, pursuant to which they have waived their rights to participate in any redemption with respect to their Founder Shares
(as defined below) in the event the Company does not complete a Business Combination within the required time period; provided,
however, if the Sponsor or any of the Company’s officers, directors or affiliates acquire Public Shares after the Initial
Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation
in the event the Company does not complete a Business Combination within the Combination Period. In the event of such distribution,
it is possible that the per share value in the Trust Account will be less than the Initial Public Offering price per Unit in the
Initial Public Offering. Liquidity and Capital Resources As of September 30, 2020, the Company had
cash of approximately $2,000 and a working capital deficit of approximately $90,000. Prior to September 30, 2020, the Company’s
liquidity needs were satisfied through a payment of $25,000 from the Company’s Chief Executive Officer to fund certain offering
costs in exchange for the issuance of the Founder Shares (as defined below) to the Sponsor, and advances to the Company from
the Sponsor of approximately $71,000 under a note payable (the “Note Payable”) (see Note 4) to pay for other offering
costs in connection with the Initial Public Offering. Subsequent to September 30, 2020, the liquidity needs have been satisfied
from the net proceeds of the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the
Note Payable on October 19, 2020. In addition, in order to finance transaction costs in connection with a Business Combination,
the Company’s officers, directors and initial stockholders 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 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. Management continues to evaluate the impact
of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the unaudited
condensed financial statements. The financial statement does not include any adjustments that might result from the outcome of
this uncertainty. Basis of Presentation The accompanying unaudited condensed financial
statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America
(“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include
all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements
reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results
for the period presented. Operating results for the period from August 11, 2020 (inception) through September 30, 2020 are not
necessarily indicative of the results that may be expected through December 31, 2020 or any future period. The accompanying unaudited condensed financial
statements should be read in conjunction with the final prospectus and the audited balance sheet and notes thereto included in
the Form 8-K filed by the Company with the SEC on October 16, 2020 and October 23, 2020, respectively. Emerging Growth Company The Company is an “emerging growth
company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified
by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and 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 which is neither an emerging growth company nor an emerging growth company which has opted out of using
the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Significant Accounting Policies

Significant Accounting Policies2 Months Ended
Sep. 30, 2020
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIESNOTE 2. SIGNIFICANT ACCOUNTING POLICIES Concentration of Credit Risk Financial instruments that potentially
subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed
the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management
believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets
and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,”
approximates the carrying amounts represented in the balance sheet primarily due to their short-term nature. Use of Estimates The preparation of financial statements
in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Deferred Offering Costs Associated
with the Initial Public Offering The Company complies with the requirements
of the ASC 340-10-S99-1. Offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that
were directly related to the Initial Public Offering and that were charged to stockholder’s equity upon the completion of
the Initial Public Offering. Net Loss Per 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
period, plus to the extent dilutive the incremental number of shares of common stock to settle warrants, as calculated using the
treasury method. Weighted average shares were reduced by an aggregate of 431,250 shares for the Class B of common stock that were
forfeited in November 2020 as a result of the underwriter’s election to not exercise the over-allotment option. At September
30, 2020, the Company did not have any dilutive securities and other contracts that could potentially be exercised or converted
into common stock and then share in the earnings of the Company under the treasury method. As a result, diluted loss per share
of common stock is the same as basic loss per share of common stock for the period presented. Income Taxes The Company complies with the accounting
and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC 740, “Income
Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income
tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities
that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which
the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred
tax assets to the amount expected to be realized. There were no unrecognized tax benefits
as of September 30, 2020. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement
recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized,
a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes
accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment
of interest and penalties at September 30, 2020. The Company is currently not aware of any issues under review that could result
in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by
major taxing authorities since inception. The provision for income taxes was deemed
to be de minimis for the period from August 11, 2020 (inception) through September 30, 2020. Recent Accounting Pronouncements Management does not believe that any recently
issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s
unaudited condensed financial statements.

Initial Public Offering

Initial Public Offering2 Months Ended
Sep. 30, 2020
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERINGNOTE 3. INITIAL PUBLIC OFFERING Public Units On October 19, 2020, the Company consummated
its Initial Public Offering of 11,500,000 Units at $10.00 per Unit, generating gross proceeds of $115.0 million,
and incurring offering costs of approximately $6.7 million, inclusive of $4.0 million in deferred underwriting commissions.
Upon the closing of the Initial Public Offering and the Private Placement, $115.0 million ($10.00 per Unit) of the net proceeds
of the sale of the Units in the Initial Public Offering and the Private Placement Warrants in the Private Placement were placed
in the Trust Account. Each Unit consists of one of the Company’s
shares of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant (the “Public Warrants”
and, collectively with the Private Placement Warrants, the “Warrants”). Each whole Public Warrant entitles the holder
to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment under certain circumstances. Underwriting Agreement The Company granted the underwriter a 45-day option
to purchase up to 1,725,000 additional Units to cover any over-allotments, at the Initial Public Offering price less the underwriting
discounts and commissions. On November 16, 2020, the underwriter advised the Company that it will not exercise the over-allotment
option. Consequently, 431,250 Class B common shares were forfeited, resulting in a decrease in the total number of Class B common
shares outstanding from 3,306,250 to 2,875,000, such that the Founder Shares (as defined below) will represent 20.0% of the Company’s
issued and outstanding shares after the Initial Public Offering. The underwriter was entitled to an underwriting
discount of $0.20 per unit, or $2.3 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition,
$0.35 per unit, or approximately $4.0 million in the aggregate, will be payable to the underwriter for deferred underwriting
commissions from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination,
subject to the terms of the underwriting agreement.

Related Party Transactions

Related Party Transactions2 Months Ended
Sep. 30, 2020
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONSNOTE 4. RELATED PARTY TRANSACTIONS Founder Shares On August 12, 2020, the Company’s
Chief Executive Officer paid for certain offering costs for an aggregate price of $25,000 in exchange for issuance of 3,737,500 shares
of Class B common stock, par value $0.0001 per share (the “Founder Shares”), issued to the Sponsor. On
October 14, 2020, the Sponsor effected a surrender of 431,250 Class B common shares to the Company for no consideration, resulting
in a decrease in the total number of Class B common shares outstanding from 3,737,500 to 3,306,250 such
that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering shares will be allocated among the Company’s
officers, certain directors as well as to certain third parties. The Sponsor has agreed, subject to limited
exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion
of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the last reported sale price
of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after
the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange,
reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange
their shares of common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the
Initial Public Offering, the Sponsor purchased an aggregate of 2,533,333 Private Placement Warrants at a price of $1.50 per
Private Placement Warrants, generating gross proceeds of $3.8 million in the Private Placement. Each Private Placement Warrant
is exercisable for one whole share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of
the proceeds from the sale of the Private Placement Warrants was added to the net proceeds from the Initial Public Offering to
be 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 (subject to certain
exceptions) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Private Placement Warrants (and the
Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable
until 30 days after the completion of the initial Business Combination (subject to certain exceptions). Related Party Loans On August 18, 2020, the Sponsor agreed
to loan the Company up to an aggregate of $150,000 pursuant to an unsecured Note Payable to cover expenses related to the Initial
Public Offering. This loan was payable without interest upon the completion of the Initial Public Offering. As of September 30,
2020, the Company borrowed approximately $71,000 under the Note Payable. The Company fully repaid the Note Payable on October 19,
2020. Working Capital Loans In order to fund working capital deficiencies
or finance transaction costs in connection with an intended initial Business Combination, the initial stockholders, officers and
directors and their affiliates may, but are not obligated to, loan the Company funds as may be required (the “Working Capital
Loans”). Up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post-Business Combination
entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants.
Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect
to such loans to date. The Company had no borrowings under the Working Capital Loans at September 30, 2020.

Commitments and Contingencies

Commitments and Contingencies2 Months Ended
Sep. 30, 2020
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIESNOTE 5. COMMITMENTS AND CONTINGENCIES Registration Rights The Sponsor is entitled to registration
rights with respect to the Founder Shares, Private Placement Warrants and any additional warrants that may be issued upon conversion
of working capital loans pursuant to a registration rights agreement. The Sponsor will be entitled to make up to three demands,
excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition,
Sponsor will have “piggy-back” registration rights to include their securities in other registration statements filed
by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Stockholder's Equity

Stockholder's Equity2 Months Ended
Sep. 30, 2020
Stockholders' Equity Note [Abstract]
STOCKHOLDER'S EQUITYNOTE 6. STOCKHOLDER’S EQUITY Class A Common Stock Class B Common Stock On
August 13, 2020, the Company issued 3,737,500 Class B common shares to the Sponsor. On October 14, 2020, the Sponsor effected a
surrender of 431,250 Class B common shares to the Company for no consideration, resulting in a decrease in the total number of
Class B common shares outstanding from 3,737,500 to 3,306,250. All shares and associated per share amounts have been retroactively
restated to reflect this share surrender. such
that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering The shares of Class B common stock will
automatically convert into shares of Class A common stock at the time of the initial Business Combination, or earlier at the option
of the holder, 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 described herein). In the case that additional shares of Class A common stock,
or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and
related to the closing of the initial Business Combination (including pursuant to a specified future issuance), the ratio at which
shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority
of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or
deemed issuance, including pursuant to a specified future issuance) so that the number of shares of Class A common stock issuable
upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum
of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares
of Class A common stock and equity-linked securities issued or deemed issued in connection with our initial Business Combination
(excluding any shares or equity-linked securities issued or issuable to any seller in the initial Business Combination). Preferred stock Warrants The Warrants will have an exercise price
of $11.50 per share, subject to adjustment, 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 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 (as adjusted for stock splits, stock dividends,
rights issuances, subdivisions, reorganizations, recapitalizations and the like) (with such issue price or effective issue price
to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Company’s
initial stockholders, officers, directors or their affiliates, without taking into account any Founder Shares held by them 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 the Company’s shares of Class A common stock during the 20 trading day period starting on the trading day prior to 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 each Warrant will be adjusted (to the nearest cent) such that the effective exercise price per
full share will be equal to 115% of the higher of (i) the Market Value and (ii) the Newly Issued Price, and the $18.00 per-share redemption
trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of (i) the Market Value
and (ii) the Newly Issued Price. The Private Placement Warrants are identical
to the Public Warrants, except that (1) 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, (2) the Private Placement Warrants will be non-redeemable (subject to
certain exceptions) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees and
(3) the Sponsor and its permitted transferees will also have certain registration rights related to the Private Placement Warrants
(including the shares of Class A common stock issuable upon exercise of the Private Placement Warrants). 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. Once the Warrants become exercisable, the
Company may redeem the outstanding Warrants (except for the Private Placement Warrants):
● in whole and not in part;
● at a price of $0.01 per Warrant;
● upon a minimum of 30 days’ prior written notice of redemption; and
● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the Warrants become exercisable and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders. If the Company calls the Public Warrants
for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a
“cashless basis,” as described in the warrant agreement. Commencing ninety days after 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 of Class A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the Company’s Class A common stock;
● if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders;
● if, and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; and
● if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock (or a security other than the Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in the initial Business Combination) issuable upon exercise of the Warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. The “fair market value” of
the Class A common stock for this purpose shall mean the average last reported sale price of the Class A common stock for the 10
trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Warrants. In no event will the Company be required
to net cash settle any Warrant. If the Company is unable to complete a Business Combination within the Combination Period and the
Company liquidates the funds held in the Trust Account, holders of Warrants will not receive any of such funds with respect to
their Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the
respect to such Warrants. Accordingly, the Warrants may expire worthless.

Subsequent Events

Subsequent Events2 Months Ended
Sep. 30, 2020
Subsequent Events [Abstract]
SUBSEQUENT EVENTSNOTE 7. SUBSEQUENT EVENTS The Company evaluated subsequent events
and transactions that occurred up to the date unaudited condensed financial statements were issued. Based upon this review, the
Company determined that, except as disclosed in Note 4, there have been no events that have occurred that would require adjustments
to the disclosures in the unaudited condensed financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)2 Months Ended
Sep. 30, 2020
Accounting Policies [Abstract]
Concentration of Credit RiskConcentration of Credit Risk Financial instruments that potentially
subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed
the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management
believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial InstrumentsFair Value of Financial Instruments The fair value of the Company’s assets
and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,”
approximates the carrying amounts represented in the balance sheet primarily due to their short-term nature.
Use of EstimatesUse of Estimates The preparation of financial statements
in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Deferred Offering Costs Associated with the Initial Public OfferingDeferred Offering Costs Associated
with the Initial Public Offering The Company complies with the requirements
of the ASC 340-10-S99-1. Offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that
were directly related to the Initial Public Offering and that were charged to stockholder’s equity upon the completion of
the Initial Public Offering.
Net Loss Per ShareNet Loss Per 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
period, plus to the extent dilutive the incremental number of shares of common stock to settle warrants, as calculated using the
treasury method. Weighted average shares were reduced by an aggregate of 431,250 shares for the Class B of common stock that were
forfeited in November 2020 as a result of the underwriter’s election to not exercise the over-allotment option. At September
30, 2020, the Company did not have any dilutive securities and other contracts that could potentially be exercised or converted
into common stock and then share in the earnings of the Company under the treasury method. As a result, diluted loss per share
of common stock is the same as basic loss per share of common stock for the period presented.
Income TaxesIncome Taxes The Company complies with the accounting
and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC 740, “Income
Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income
tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities
that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which
the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred
tax assets to the amount expected to be realized. There were no unrecognized tax benefits
as of September 30, 2020. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement
recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized,
a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes
accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment
of interest and penalties at September 30, 2020. The Company is currently not aware of any issues under review that could result
in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by
major taxing authorities since inception. The provision for income taxes was deemed
to be de minimis for the period from August 11, 2020 (inception) through September 30, 2020.
Recent Accounting PronouncementsRecent Accounting Pronouncements Management does not believe that any recently
issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s
unaudited condensed financial statements.

Organization, Business Operat_2

Organization, Business Operations and Basis of Presentation (Details) - USD ($)1 Months Ended2 Months Ended
Oct. 19, 2020Sep. 30, 2020
Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Gross proceeds[1],[2] $ 25,000
Percentage of fair market value of assets held in trust account80.00%
Business Acquisition, Percentage of Voting Interests Acquired50.00%
Percentage of redemption of public shares100.00%
Amout of anticipated per public share (in Dollars per share) $ 10
Net tangible asset cause by redeem of public shares $ 5,000,001
Interest to pay dissolution expenses100,000
Cash2,000
Amount of working capital deficit90,000
Payment to satisfied liquidity needs $ 25,000
Warrants [Member]
Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Number of units issued (in Shares)2,533,333
Sponsor [Member]
Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Advance under notes payable $ 71,000
Initial Public Offering [Member]
Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Net proceeds from sale of units $ 115,000,000
Net proceeds per unit (in Dollars per share) $ 10
Initial Public Offering [Member] | Subsequent Event [Member]
Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Amount of deferred underwriting commissions $ 4,000,000
Initial Public Offering [Member] | Over allotments [Member]
Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Number of additional units purchased (in Shares)1,725,000
Private Placement [Member] | Warrants [Member]
Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Number of units issued (in Shares)2,533,333
Price per unit (in Dollars per share) $ 1.50
Gross proceeds $ 3,800,000
Common Class A [Member]
Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Number of units issued (in Shares)[1],[2]
Gross proceeds[1],[2]
Common Class A [Member] | Initial Public Offering [Member] | Subsequent Event [Member]
Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Number of units issued (in Shares)11,500,000
Price per unit (in Dollars per share) $ 10
Gross proceeds $ 115,000,000
Amount of offering costs incurred6,700,000
Amount of deferred underwriting commissions $ 4,000,000
[1]On October 14, 2020, the Sponsor effected a surrender of 431,250 Class B common shares to the Company for no consideration, resulting in a decrease in the total number of Class B common shares then outstanding from 3,737,500 to 3,306,250. All shares and associated amounts have been retroactively restated to reflect the share surrender (see Note 4).
[2]Outstanding share amount included an aggregate of up to 431,250 Class B common shares that were subject to forfeiture depending on whether the underwriter’s over-allotment option was exercised (see Note 3).

Significant Accounting Polici_2

Significant Accounting Policies (Details)2 Months Ended
Sep. 30, 2020USD ($)shares
Accounting Policies [Abstract]
Federal depository insurance coverage | $ $ 250,000
Decreasing of weighted average shares | shares431,250

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in MillionsNov. 16, 2020Oct. 19, 2020Sep. 30, 2020
Initial Public Offering (Details) [Line Items]
Price per unit $ 1.50
Granted underwriter1,725,000
Forfeited shares431,250
Founder shares percentage20.00%
Underwriting per unit $ 0.20
Underwriting discount $ 2.3
Aggregate payable per unit $ 0.35
Aggregate payable amount $ 4
Subsequent event [Member]
Initial Public Offering (Details) [Line Items]
Founder shares percentage20.00%
Maximum [Member] | Subsequent event [Member]
Initial Public Offering (Details) [Line Items]
Common stock shares outstanding3,306,250
Minimum [Member] | Subsequent event [Member]
Initial Public Offering (Details) [Line Items]
Common stock shares outstanding2,875,000
Initial public offering [Member] | Subsequent event [Member]
Initial Public Offering (Details) [Line Items]
Initial public offering units11,500,000
Price per unit $ 10
Gross proceeds $ 115
Offering costs6.7
Deferred underwriting commissions $ 4
Private placement [Member] | Subsequent event [Member]
Initial Public Offering (Details) [Line Items]
Price per unit $ 10
Net proceeds $ 115
Class A common stock [Member]
Initial Public Offering (Details) [Line Items]
Price per unit $ 11.50
Common stock, par value $ 0.0001
Common stock shares outstanding0
Class A common stock [Member] | Initial public offering [Member] | Subsequent event [Member]
Initial Public Offering (Details) [Line Items]
Deferred underwriting commissions $ 4

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)Nov. 16, 2020Aug. 18, 2020Aug. 12, 2020Sep. 30, 2020Oct. 14, 2020
Related Party Transactions (Details) [Line Items]
Founder shares percentage20.00%
Founder shares, description(A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Price per unit (in Dollars per share) $ 1.50
Note payable (in Dollars) $ 71,000
Working capital loans convertible into warrants (in Dollars) $ 1,500,000
Private Placement Warrants [Member]
Related Party Transactions (Details) [Line Items]
Purchase of warrants2,533,333
Price per unit (in Dollars per share) $ 1.50
Gross proceeds (in Dollars) $ 3,800,000
Subsequent Event [Member]
Related Party Transactions (Details) [Line Items]
Founder shares percentage20.00%
Subsequent Event [Member] | Maximum [Member]
Related Party Transactions (Details) [Line Items]
Common stock, shares outstanding3,306,250
Subsequent Event [Member] | Minimum [Member]
Related Party Transactions (Details) [Line Items]
Common stock, shares outstanding2,875,000
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Loan to cover expenses (in Dollars) $ 150,000
Chief Executive Officer [Member]
Related Party Transactions (Details) [Line Items]
Offering costs (in Dollars) $ 25,000
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Purchase of warrants[1],[2]3,306,250
Common stock, par value (in Dollars per share) $ 0.0001
Shares surrendered431,250
Common stock, shares outstanding3,306,250
Class B Common Stock [Member] | Maximum [Member]
Related Party Transactions (Details) [Line Items]
Common stock, shares outstanding3,737,500
Class B Common Stock [Member] | Subsequent Event [Member]
Related Party Transactions (Details) [Line Items]
Shares surrendered431,250
Founder shares percentage20.00%
Class B Common Stock [Member] | Subsequent Event [Member] | Maximum [Member]
Related Party Transactions (Details) [Line Items]
Common stock, shares outstanding3,306,250
Class B Common Stock [Member] | Subsequent Event [Member] | Minimum [Member]
Related Party Transactions (Details) [Line Items]
Common stock, shares outstanding2,875,000
Class B Common Stock [Member] | Chief Executive Officer [Member]
Related Party Transactions (Details) [Line Items]
Purchase of warrants3,737,500
Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Purchase of warrants[1],[2]
Common stock, par value (in Dollars per share) $ 0.0001
Common stock, shares outstanding0
Price per unit (in Dollars per share) $ 11.50
[1]On October 14, 2020, the Sponsor effected a surrender of 431,250 Class B common shares to the Company for no consideration, resulting in a decrease in the total number of Class B common shares then outstanding from 3,737,500 to 3,306,250. All shares and associated amounts have been retroactively restated to reflect the share surrender (see Note 4).
[2]Outstanding share amount included an aggregate of up to 431,250 Class B common shares that were subject to forfeiture depending on whether the underwriter’s over-allotment option was exercised (see Note 3).

Stockholder's Equity (Details)

Stockholder's Equity (Details)Nov. 16, 2020sharesSep. 30, 2020$ / shares$ / itemsharesOct. 14, 2020sharesAug. 13, 2020shares
Stockholder's Equity (Details) [Line Items]
Founder shares percentage20.00%
Preferred stock, shares authorized1,000,000
Preferred stock par value (in Dollars per share) | $ / shares $ 0.0001
Preferred stock, shares issued0
Preferred stock, shares outstanding0
Exercise price (in Dollars per share) | $ / shares $ 11.50
Business combination consideration period5 years
Issued price (in Dollars per share) | $ / shares $ 9.20
Issuances of percentage60.00%
Warrant price per unit (in Dollars per share) | $ / shares $ 0.01
Common stock exceeds per unit (in Dollars per share) | $ / shares $ 18
Redemption provided per unit (in Dollars per Item) | $ / item0.10
Common stock exceeds price adjusted (in Dollars per share) | $ / shares $ 10
Subsequent event [Member]
Stockholder's Equity (Details) [Line Items]
Founder shares percentage20.00%
Maximum [Member] | Subsequent event [Member]
Stockholder's Equity (Details) [Line Items]
Common stock, shares outstanding3,306,250
Minimum [Member] | Subsequent event [Member]
Stockholder's Equity (Details) [Line Items]
Common stock, shares outstanding2,875,000
Warrant [Member]
Stockholder's Equity (Details) [Line Items]
Exercise price (in Dollars per share) | $ / shares $ 9.20
Exercise price percentage115.00%
Redemption percentage18.00%
Issued price (in Dollars per share) | $ / shares $ 1.80
Class A common stock [Member]
Stockholder's Equity (Details) [Line Items]
Common stock, shares authorized50,000,000
Common stock, par value (in Dollars per share) | $ / shares $ 0.0001
Common stock, shares issued0
Common stock, shares outstanding0
Class B common stock [Member]
Stockholder's Equity (Details) [Line Items]
Common stock, shares authorized12,500,000
Common stock, par value (in Dollars per share) | $ / shares $ 0.0001
Common stock, shares issued3,306,250
Common stock, shares outstanding3,306,250
Common stock voting rightsone
Converted basis percentage20.00%
Class B common stock [Member] | Subsequent event [Member]
Stockholder's Equity (Details) [Line Items]
Sponsor shares431,250
Forfeited shares431,250
Founder shares percentage20.00%
Class B common stock [Member] | Maximum [Member]
Stockholder's Equity (Details) [Line Items]
Common stock, shares outstanding3,737,500
Class B common stock [Member] | Maximum [Member] | Subsequent event [Member]
Stockholder's Equity (Details) [Line Items]
Common stock, shares outstanding3,306,250
Sponsor shares3,737,500
Class B common stock [Member] | Minimum [Member] | Subsequent event [Member]
Stockholder's Equity (Details) [Line Items]
Common stock, shares outstanding2,875,000
Sponsor shares3,306,250
Stockholders' Equity Note, Changes in Capital Structure, Subsequent Changes to Number of Common Shares2,875,000
Class B common stock [Member] | Sponsor [Member]
Stockholder's Equity (Details) [Line Items]
Common stock, shares issued3,737,500