0001213900-21-018497 | 10-K | XBRL Viewer

Class A Common Stock [Member] | Initial Public Offering [Member]

$ 1.50

Gross proceeds

$ 3,800,000

Description of Organization and Business Operations (Details) [Line Items]

Number of units issued (in Shares)

11,500,000

Amount of offering costs incurred

$ 10.00

Gross proceeds

$ 115,000,000

6,700,000

Amount of deferred underwriting commissions

$ 4,000,000

[1]	Effective November 16, 2020, the Sponsor forfeited 431,250 Class B common shares as a result of the underwriter waiving its over-allotment option (see Note 3).
[2]	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 (see Note 4).

Summary of Significant Accounting Policies (Details)	5 Months Ended
Summary of Significant Accounting Policies (Details)	Dec. 31, 2020 USD ($) shares
Summary of Significant Accounting Policies (Details) [Line Items]
Federal depository insurance coverage	$ 250,000
Purchase aggregate shares (in Shares) \| shares	6,360,000
Interest income earned on investments held trust account	$ 20,078
Net loss	$ (148,751)
Class B Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Weighted average number of shares outstanding (in Shares) \| shares	20,078

- Definition

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

+ References

+ Details

Initial Public Offering (Details) - USD ($)		1 Months Ended	5 Months Ended
Initial Public Offering (Details) - USD ($)	Nov. 16, 2020	Oct. 19, 2020	Dec. 31, 2020
Initial Public Offering (Details) [Line Items]
Net proceeds			$ 3,800,000
Purchase additional unit			1,725,000
Forfeited shares	431,250
Issued and outstanding shares after the initial public offering	20.00%
Underwriting discount per unit			$ 0.20
Underwriting discount			$ 2,300,000
Aggregate payable per unit			$ 0.35
Aggregate payable amount			$ 4,000,000
Maximum [Member]
Initial Public Offering (Details) [Line Items]
Common stock shares outstanding	3,306,250
Minimum [Member]
Initial Public Offering (Details) [Line Items]
Common stock shares outstanding	2,875,000
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Initial public offering units		11,500,000
Price per unit		$ 10.00
Gross proceeds		$ 115,000,000
Offering costs		6,700,000
Deferred underwriting commissions		$ 4,000,000
Private Placement [Member]
Initial Public Offering (Details) [Line Items]
Price per unit		$ 10.00	$ 1.50
Net proceeds		$ 115,000,000
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 outstanding			811,725
Class A Common Stock [Member] \| Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Deferred underwriting commissions		$ 4,000,000

Related Party Transactions (Details) - USD ($)

5 Months Ended

Nov. 16, 2020

Aug. 18, 2020

Aug. 12, 2020

Dec. 31, 2020

Oct. 19, 2020

Oct. 14, 2020

Shares forfeited

431,250

Founder shares percentage

20.00%

Note payable (in Dollars)

$ 71,000

Working capital loans convertible into warrants (in Dollars)

$ 1,500,000

Business combination price (in Dollars per share)

$ 9.20

Maximum [Member]

3,306,250

Minimum [Member]

Business combination price (in Dollars per share)

2,875,000

Warrant [Member]

$ 1.50

Sponsor [Member]

Loan to cover expenses (in Dollars)

$ 150,000

Private Placement Warrants [Member]

Purchase of warrants

2,533,333

Gross proceeds (in Dollars)

$ 1.50

$ 10.00

$ 3,800,000

Chief Executive Officer [Member]

Offering costs (in Dollars)

$ 25,000

Class B Common Stock [Member]

Purchase of warrants

^[1],[2]

3,306,250

Common stock, par value (in Dollars per share)

$ 0.0001

Shares surrendered

431,250

Class B Common Stock [Member] | Maximum [Member]

2,875,000

Shares forfeited

431,250

Class B Common Stock [Member] | Minimum [Member]

3,306,250

3,737,500

Class B Common Stock [Member] | Chief Executive Officer [Member]

2,875,000

3,306,250

Purchase of warrants

3,737,500

Common stock, par value (in Dollars per share)

$ 0.0001

Class A Common Stock [Member]

Common stock, par value (in Dollars per share)

$ 0.0001

Common stock equal or exceeds percentage (in Dollars per share)

811,725

$ 12.00

$ 11.50

[1]	Effective November 16, 2020, the Sponsor forfeited 431,250 Class B common shares as a result of the underwriter waiving its over-allotment option (see Note 3).
[2]	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 (see Note 4).

Stockholders’ Equity (Details)	5 Months Ended
Stockholders’ Equity (Details)	Dec. 31, 2020 $ / shares shares
Stockholders’ Equity (Details) [Line Items]
Preferred stock, shares authorized \| shares	1,000,000
Preferred stock par value (in Dollars per share) \| $ / shares	$ 0.0001
Public warrants outstanding \| shares	3,833,333
Exercise price (in Dollars per share) \| $ / shares	$ 11.50
Effective issue price (in Dollars per share) \| $ / shares	$ 9.20
Total equity proceeds	60.00%
Warrant price per unit (in Dollars per share) \| $ / shares	$ 0.01
Common stock exceeds per unit (in Dollars per share) \| $ / shares	$ 18.00
Warrant redemption description	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.
Private Placement Warrants [Member]
Stockholders’ Equity (Details) [Line Items]
Private placement warrant shares \| shares	2,533,333
Warrant [Member]
Stockholders’ Equity (Details) [Line Items]
Effective issue price (in Dollars per share) \| $ / shares	$ 1.50
Exercise price of warrant (in Dollars per share) \| $ / shares	$ 9.20
Exercise price percentage	115.00%
Redemption price per share (in Dollars per share) \| $ / shares	$ 18.00
Higher market value percentage	180.00%
Class A Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized \| shares	50,000,000
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock, shares issued \| shares	811,725
Common stock, shares outstanding \| shares	811,725
Common stock subject to possible redemption \| shares	10,688,275
Class B Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized \| shares	12,500,000
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock, shares issued \| shares	2,875,000
Common stock, shares outstanding \| shares	2,875,000
Common stock voting rights	Holders of the Company’s Class B common stock are entitled to one vote for each share
Converted basis percentage	20.00%

Income Taxes (Details) - Schedule of income tax provision (benefit)	5 Months Ended
	Dec. 31, 2020 USD ($)
Current
Federal	$ (12,204)
State
Deferred
Federal	(19,009)
State
Change in valuation allowance	31,213
Income tax provision (benefit)

- Definition

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

+ References + Details

Subsequent Events (Details)

5 Months Ended

Dec. 31, 2020

USD ($)

$ / shares

Consideration description

Additional shares

1,725,000

(i) 1,250,000 shares if the closing stock price equals or exceeds $12.50 per share on any 20 trading days in a 30-trading-day period at any time until the first anniversary of the closing date; (ii) 1,250,000 shares if the closing stock price equals or exceeds $15.00 per share on any 20 trading days in a 30-trading-day period at any time until the third anniversary of the closing date; (iii) 1,250,000 shares if the closing stock price equals or exceeds $15.00 per share on any 20 trading days in a 30-trading-day period at any time until the third anniversary of the closing date; and (iv) 1,250,000 shares if the closing stock price stock equals or exceeds $15.00 per share on any 20 trading days in a 30-trading-day period at any time until the fifth anniversary of the closing date.

Aggregate gross proceeds (in Dollars) | $

$ 25,000

^[1],[2]

Minimum cash condition amount (in Dollars) | $

175,000,000

Remaining net tangible assets (in Dollars) | $

$ 5,000,001

DocGo Stockholders [Member]

Sponsor Escrow Agreement [Member]

Stock issued

83,600,000

Closing stock price equal or exceeds (in Dollars per share) | $ / shares

Sponsor Earnout Shares

287,500

$ 12.50

Issue of sponsor earnout shares

287,500

Closing stock price equal or exceeds (in Dollars per share) | $ / shares

$ 15.00

Lock-Up Agreements [Member]

Fully-diluted equity percentage

72.19%

PIPE Subscription Agreements [Member]

Issue of aggregate shares

12,500,000

price per share (in Dollars per share) | $ / shares

$ 10.00

Aggregate gross proceeds (in Dollars) | $

$ 125,000,000

Class A Common Stock [Member]

price per share (in Dollars per share) | $ / shares

Stock issued

11,500,000

$ 11.50

Class A Common Stock [Member] | DocGo Stockholders [Member]

Class A Common Stock [Member] | Sponsor Escrow Agreement [Member]

Additional shares

5,000,000