0001213900-21-030755 | 10-Q | XBRL Viewer

Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 31, 2021	Jun. 01, 2021
Document Information Line Items
Entity Registrant Name	Motion Acquisition Corp.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001822359
Entity Current Reporting Status	No
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Entity File Number	001-39618
Entity Incorporation, State or Country Code	DE
Entity Interactive Data Current	Yes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		11,500,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		2,875,000

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 498,817	$ 878,653
Prepaid expenses	223,447	168,527
Other current assets	350	350
Total Current Assets	722,614	1,047,530
Investments held in Trust Account	115,003,350	115,020,078
Total Assets	115,725,964	116,067,608
Current liabilities:
Accounts payable	64,008	11,658
Franchise tax payable	50,000	78,192
Other accrued liabilities	70,000	70,000
Total Current Liabilities	184,008	159,850
Deferred underwriting commissions in connection with initial public offering	4,025,000	4,025,000
Warrant liabilities	6,685,000	9,040,670
Total Liabilities	10,894,008	13,225,520
Commitments and Contingencies (Note 5)
Class A common stock, $0.0001 par value; 50,000,000 shares authorized; 9,983,195 and 9,784,208 shares subject to possible redemption at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively	99,831,950	97,842,080
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Class A common stock, $0.0001 par value; 50,000,000 shares authorized; 1,516,805 and 1,715,792 shares issued and outstanding (excluding 9,983,195 and 9,784,208 shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively	152	172
Class B common stock, $0.0001 par value; 12,500,000 shares authorized; 2,875,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020	288	288
Additional paid-in capital	7,233,231	9,223,081
Accumulated deficit	(2,233,665)	(4,223,533)
Total Stockholders’ Equity	5,000,006	5,000,008
Total Liabilities and Stockholders’ Equity	$ 115,725,964	$ 116,067,608

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Common stock shares subject to possible redemption	9,983,195	9,784,208
Common stock shares subject to possible redemption (in Dollars per share)	$ 10.00	$ 10.00
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	1,516,805	1,715,792
Common stock, shares outstanding	1,516,805	1,715,792
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	12,500,000	12,500,000
Common stock, shares issued	2,875,000	2,875,000
Common stock, shares outstanding	2,875,000	2,875,000

Unaudited Condensed Consolidated Statement of Operations	3 Months Ended
	Mar. 31, 2021 USD ($) $ / shares shares
General and administrative expenses	$ 382,816
Loss from operations	(382,816)
Other income:
Interest earned on marketable securities held in Trust Account	17,014
Change in fair value of warrant liabilities	2,355,670
Total other income	2,372,684
Net income	$ 1,989,868
Class A Common Shares
Other income:
Weighted average number of common shares outstanding, basic and diluted (in Shares) \| shares	11,500,000
Basic and diluted net income per common share (in Dollars per share) \| $ / shares	$ 0.00
Class B Common Shares
Other income:
Weighted average number of common shares outstanding, basic and diluted (in Shares) \| shares	2,875,000
Basic and diluted net income per common share (in Dollars per share) \| $ / shares	$ 0.69

Unaudited Condensed Consolidated Statement of Changes in Stockholders' Equity - 3 months ended Mar. 31, 2021 - USD ($)	Class A Common Stock	Class B Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020	$ 172	$ 288	$ 9,223,081	$ (4,223,533)	$ 5,000,008
Balance (in Shares) at Dec. 31, 2020	1,715,792	2,875,000
Class A common shares subject to possible redemption	$ (20)		(1,989,850)		(1,989,870)
Class A common shares subject to possible redemption (in Shares)	(198,987)
Net income				1,989,868	1,989,868
Balance at Mar. 31, 2021	$ 152	$ 288	$ 7,233,231	$ (2,233,665)	$ 5,000,006
Balance (in Shares) at Mar. 31, 2021	1,516,805	2,875,000

- Definition

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

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+ Details

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References + Details

Unaudited Condensed Consolidated Statement of Cash Flows	3 Months Ended
	Mar. 31, 2021 USD ($)
Cash flows from operating activities:
Net income	$ 1,989,868
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(17,014)
Change in fair value of warrant liabilities	(2,355,670)
Changes in operating assets and liabilities:
Prepaid expenses	(54,920)
Accounts payable	52,350
Franchise taxes payable	(28,192)
Net cash used in operating activities	(413,578)
Cash flows from investing activities:
Interest released from Trust Account	33,742
Net cash provided by investing activities	33,742
Net decrease in cash	(379,836)
Cash - beginning of the period	878,653
Cash - end of the period	498,817
Supplemental disclosure of noncash activities:
Change in value of Class A common shares subject to possible redemption	$ 1,989,870

Description of Organization and Business Operations

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Description of Organization and Business Operations

Note 1 – Description of Organization and Business Operations

Organization and General

Motion Acquisition Corp. (the “Company”) was incorporated as a Delaware corporation on August 11, 2020. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. The Company is not limited to a particular industry or geographic region for purposes of consummating a business combination. The Company has neither engaged in any operations nor generated revenue to date.

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.

Sponsor and Financing

The Company’s sponsor is Motion Acquisition LLC, a Delaware limited liability company (the “Sponsor”). 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).

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 24 months from the closing of the Initial Public Offering.

Proposed Business Combination

On March 8, 2021, the Company entered into a merger agreement (the “Merger Agreement”) with Ambulnz, Inc. dba DocGo (“DocGo”) pursuant to which DocGo would merge with a newly incorporated subsidiary (“Merger Sub”) of the Company (the “Merger”), with DocGo being the surviving entity of the Merger and becoming a wholly-owned subsidiary of the Company. The Merger is expected to be consummated following the receipt of required approval by the stockholders of the Company and DocGo, required regulatory approvals, and the fulfillment of other conditions.

Upon consummation of the Merger, DocGo stockholders will receive 83,600,000 shares of the Company’s Class A common stock as consideration and up to 5,000,000 additional shares of the Company’s Class A common stock as earn-out consideration issuable in the future upon attainment of certain specified stock price conditions. In addition, substantially concurrently with, and contingent upon, the consummation of the Merger, 12,500,000 shares of the Company’s Class A common stock will be purchased at a price of $10.00 per share by certain third-party investors (collectively, the “PIPE Investors”), for a total aggregate purchase price of $125,000,000 (the “PIPE Investment”). The proceeds of the PIPE Investment, together with the amounts remaining in the Company’s trust account will be retained by DocGo upon the consummation of the Merger.

Refer to the Company’s Annual Report on Form 10-K/A as filed with the Securities and Exchange Commission (“SEC”) on May 28, 2021 for additional information on the proposed Merger with DocGo and the associated PIPE Investment.

Liquidity and Capital Resources

The accompanying unaudited condensed consolidated 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 March 31, 2021, the Company had approximately $499,000 of cash in its operating account and approximately $539,000 of working capital.

Until the time of the Company’s Initial Public Offering on October 19, 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 related party note payable (the “Note Payable”) (see Note 4) to pay for other offering costs in connection with the Initial Public Offering. Subsequent to October 19, 2020 through March 31, 2021, 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, no Working Capital Loans have been made.

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, we will be using these funds to pay existing accounts payable and to consummate our initial business combination.

Basis of Presentation and Significant Accounting Policies

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation and Significant Accounting Policies

Note 2 – Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated 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 consolidated 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 three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2021.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10K/A filed with the SEC on May 28, 2021.

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.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. 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 revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the derivative warrant liabilities. Such estimates may be subject to change as more current information becomes available. Accordingly, the actual results could differ significantly from those estimates.

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.

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Merger Sub, as of March 31, 2021. Merger Sub had no assets or liabilities as of March 31, 2021. All significant inter-company transactions and balances have been eliminated in consolidation.

Investments Held in the Trust Account

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

Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period.

The Company accounts for its 6,366,666 common stock warrants issued in connection with its initial public offering (3,833,333) and Private Placement (2,533,333) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s condensed consolidated statement of operations.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. 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 March 31, 2021 and December 31, 2020, the carrying values of cash, accounts payable, accrued expenses and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets.

The fair value of Public Warrants and Private Placement Warrants was determined using a Monte Carlo simulation at December 31, 2020, and was determined by reference to the quoted price of the Public Warrants on the Nasdaq Stock Market at March 31, 2021.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to 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 warrant liabilities were expensed as incurred and presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering.

Net Income (Loss) Per Share of Common Stock

Net income (loss) per share of common stock is computed by dividing net income (loss) applicable to each class of 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 6,366,666 shares of Class A common stock at an exercise price of $11.50 per share in the calculation of diluted earnings per share, because 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.

In accordance with FASB ASC 260, “Earnings Per Share” (“ASC 260”), shares of Class A common stock are treated as participating securities because such shares are entitled to a pro rata share of undistributed trust earnings but do not otherwise share in the Company’s net income or loss. Consequently, net income (loss) per share is calculated using the two-class method prescribed by ASC 260. Pursuant to this method, net income per share for Class A common stock is calculated by dividing the undistributed investment income earned on assets held in the Trust Account by the weighted average number of Class A shares outstanding since original issuance, and net income (loss) per share for Class B common stock is calculated by dividing the net income (loss), adjusted for income allocated to the Class A shares, by the weighted average number of Class B shares outstanding during the period.

The following table reflects the calculation of basic and diluted net income (loss) per share:

	Three Months
	Ended
	March 31,
	2021
Class A common stock
Numerator: Income attributable to Class A common stock
Undistributed investment income earned on marketable securities held in Trust Account	$	3,350
Investment income attributable to Class A common stock	$	3,350
Denominator: Weighted average Class A common shares outstanding
Divided by basic and diluted weighted average shares outstanding, Class A common stock	÷	11,500,000
Basic and diluted net income per share, Class A common Stock	$	0.00
Class B common stock
Numerator: Net income minus undistributed investment income
Net income	$	1,989,868
Less: Investment income attributable to Class A common stock		(3,350	)
Net income applicable to Class B common stock	$	1,986,518
Denominator: Weighted average Class B common shares outstanding
Divided by basic and diluted weighted average shares outstanding, Class B common stock	÷	2,875,000
Basic and diluted net income per share, Class B common Stock	$	0.69

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). 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 income 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 during 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.

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 be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and taxing strategies in making this assessment. Because the future realization of tax benefits is not considered to be more likely than not, the Company provided a full valuation allowance for the deferred tax assets at March 31, 2021 and December 31, 2020.

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. This ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

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

Related Party Transactions

3 Months Ended

Mar. 31, 2021

Related Party Transactions

Note 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. All shares and associated amounts were retroactively restated to reflect the share surrender. On November 16, 2020, the underwriter advised the Company that it would not exercise its over-allotment option to purchase additional shares, and 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 represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering.

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, and there were no related party loans outstanding at March 31, 2021 or December 31, 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”). Except as may be precluded by the terms of a business combination definitive agreement, 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. No Working Capital Loans were outstanding at March 31, 2021 or December 31, 2020.

Warrant Liabilities

3 Months Ended

Mar. 31, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Warrant Liabilities

Note 6 – Warrant Liabilities

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 and (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 issuance of the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Public Warrants on a cashless basis under certain circumstances). 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 reasonable best efforts to file, and within 60 business days following the initial business combination to have declared effective, a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the Warrants and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the Warrants expire or are redeemed; provided that, if the Class A common stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but it will be required to use its 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 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.

Accounting Policies, by Policy (Policies)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Basis of presentation

Basis of Presentation

Emerging Growth Company

Emerging Growth Company

Use of Estimates

Use of Estimates

Concentration of Credit Risk

Concentration of Credit Risk

Principles of Consolidation

Principles of Consolidation

Investments Held in the Trust Account

Investments Held in the Trust Account

Warrant Liabilities

Warrant Liabilities

Fair Value of Financial Instruments

Fair Value of Financial Instruments

●

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

●

Offering Costs Associated with the Initial Public Offering

Offering Costs Associated with the Initial Public Offering

Net Income (Loss) Per Share of Common Stock

Net Income (Loss) Per Share of Common Stock

The following table reflects the calculation of basic and diluted net income (loss) per share:

	Three Months
	Ended
	March 31,
	2021
Class A common stock
Numerator: Income attributable to Class A common stock
Undistributed investment income earned on marketable securities held in Trust Account	$	3,350
Investment income attributable to Class A common stock	$	3,350
Denominator: Weighted average Class A common shares outstanding
Divided by basic and diluted weighted average shares outstanding, Class A common stock	÷	11,500,000
Basic and diluted net income per share, Class A common Stock	$	0.00
Class B common stock
Numerator: Net income minus undistributed investment income
Net income	$	1,989,868
Less: Investment income attributable to Class A common stock		(3,350	)
Net income applicable to Class B common stock	$	1,986,518
Denominator: Weighted average Class B common shares outstanding
Divided by basic and diluted weighted average shares outstanding, Class B common stock	÷	2,875,000
Basic and diluted net income per share, Class B common Stock	$	0.69

Income Taxes

Income Taxes

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Description of Organization and Business Operations (Details) - USD ($)		1 Months Ended		3 Months Ended
	Aug. 12, 2020	Oct. 19, 2020	Oct. 19, 2020	Mar. 31, 2021
Description of Organization and Business Operations (Details) [Line Items]
Percentage of fair market value of assets held in trust account				80.00%
Business combination acquire percentage				50.00%
Percentage of redemption of public shares				100.00%
Excess of stock share issued (in Shares)				12,500,000
Net tangible asset cause by redeem of public shares				$ 499,000
Working Capital				539,000
Interest to pay dissolution expenses				$ 71,000
Merger, DocGo [Member]
Description of Organization and Business Operations (Details) [Line Items]
Stockholders will receive shares (in Shares)				83,600,000
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Deferred underwriting commissions			$ 4,000,000
Net proceeds from sale of units				$ 115,000,000
Net proceeds per unit (in Dollars per share)				$ 10.00
Private Placement Warrant [Member]
Description of Organization and Business Operations (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
Chief Executive Officer [Member]
Description of Organization and Business Operations (Details) [Line Items]
Amount of offering costs incurred	$ 25,000	$ 25,000
Class A Common Stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per unit (in Dollars per share)				$ 10.00
Excess of stock share issued (in Shares)				5,000,000
Aggregate purchase price (in Shares)				125,000,000
Class A Common Stock [Member] \| Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued (in Shares)			11,500,000
Price per unit (in Dollars per share)		$ 10.00	$ 10.00
Gross proceeds			$ 115,000,000
Amount of offering costs incurred			6,700,000
Deferred underwriting commissions			$ 4,000,000
Aggregate purchase price (in Shares)				6,366,666

Basis of Presentation and Significant Accounting Policies (Details) - Schedule of calculation of basic and diluted net income (loss) per share	3 Months Ended
	Mar. 31, 2021 USD ($) $ / shares shares
Class A common stock
Numerator: Income attributable to Class A common stock
Undistributed investment income earned on marketable securities held in Trust Account	$ 3,350
Investment income attributable to Class A common stock	$ 3,350
Denominator: Weighted average Class A common shares outstanding
Divided by basic and diluted weighted average shares outstanding (in Shares) \| shares	11,500,000
Basic and diluted net income per share (in Dollars per share) \| $ / shares	$ 0.00
Numerator: Net income minus undistributed investment income
Less: Investment income attributable to Class A common stock	$ (3,350)
Class B common stock
Denominator: Weighted average Class A common shares outstanding
Divided by basic and diluted weighted average shares outstanding (in Shares) \| shares	2,875,000
Basic and diluted net income per share (in Dollars per share) \| $ / shares	$ 0.69
Numerator: Net income minus undistributed investment income
Net income	$ 1,989,868
Net income applicable to Class B common stock	$ 1,986,518

Related Party Transactions (Details) - USD ($)				1 Months Ended	3 Months Ended
Related Party Transactions (Details) - USD ($)	Nov. 16, 2020	Aug. 18, 2020	Aug. 12, 2020	Oct. 19, 2020	Mar. 31, 2021	Dec. 31, 2020	Oct. 14, 2020	Sep. 30, 2020	Aug. 13, 2020
Related Party Transactions (Details) [Line Items]
Founder shares percentage	20.00%
Note payable (in Dollars)								$ 71,000
Working capital loans convertible into warrants (in Dollars)					$ 1,500,000
Warrant [Member]
Related Party Transactions (Details) [Line Items]
Business combination price (in Dollars per share)					$ 1.50
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Loan to cover expenses (in Dollars)		$ 150,000
Private Placement Warrants [Member]
Related Party Transactions (Details) [Line Items]
Purchase of warrants					2,533,333
Price per unit (in Dollars per share)				$ 10.00	$ 1.50
Gross proceeds (in Dollars)					$ 3,800,000
Chief Executive Officer [Member]
Related Party Transactions (Details) [Line Items]
Offering costs (in Dollars)			$ 25,000	$ 25,000
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Common stock, par value (in Dollars per share)					$ 0.0001	$ 0.0001
Shares surrendered							431,250
Common stock, shares outstanding					2,875,000	2,875,000
Shares forfeited	431,250
Class B Common Stock [Member] \| Maximum [Member]
Related Party Transactions (Details) [Line Items]
Common stock, shares outstanding	3,306,250						3,737,500		3,306,250
Class B Common Stock [Member] \| Minimum [Member]
Related Party Transactions (Details) [Line Items]
Common stock, shares outstanding	2,875,000						3,306,250		3,737,500
Class B Common Stock [Member] \| Chief Executive Officer [Member]
Related Party Transactions (Details) [Line Items]
Purchase of warrants			3,737,500
Common stock, par value (in Dollars per share)			$ 0.0001
Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Common stock, par value (in Dollars per share)					$ 0.0001	$ 0.0001
Common stock, shares outstanding					1,516,805	1,715,792
Common stock equal or exceeds percentage (in Dollars per share)					$ 12.00
Price per unit (in Dollars per share)					$ 11.50

Warrant Liabilities (Details)	3 Months Ended
Warrant Liabilities (Details)	Mar. 31, 2021 $ / shares
Warrant Liabilities (Details) [Line Items]
Exercise price per share	$ 11.50
Warrant expiration term	5 years
Warrant redemption ,description	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.
Warrant exercisable 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.
Warrant [Member]
Warrant Liabilities (Details) [Line Items]
Business combination, description	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.

Stockholders' Equity (Details) - $ / shares	1 Months Ended	3 Months Ended
Stockholders' Equity (Details) - $ / shares	Nov. 16, 2020	Mar. 31, 2021	Dec. 31, 2020	Oct. 14, 2020	Aug. 13, 2020
Stockholders' Equity (Details) [Line Items]
Common stock, description		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, shares authorized		1,000,000	1,000,000
Preferred stock par value (in Dollars per share)		$ 0.0001	$ 0.0001
Class A Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized		50,000,000	50,000,000
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock, description		At March 31, 2021 and December 31, 2020, there were 11,500,000 shares of Class A common stock issued or outstanding. Of the outstanding shares of Class A common stock, 9,983,195 and 9,784,208 were subject to possible redemption at March 31, 2021 and December 31, 2020, respectively, and therefore classified outside of permanent equity.
Common stock, shares outstanding		1,516,805	1,715,792
Common stock, shares issued		1,516,805	1,715,792
Class B Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized		12,500,000	12,500,000
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock voting rights		Holders of the Company’s Class B common stock are entitled to one vote for each share
Sponsor shares					3,737,500
Number of shares repurchased				431,250
Common stock, shares outstanding		2,875,000	2,875,000
Shares subject to forfeited	431,250
Issued and outstanding, percentage	20.00%
Common stock, shares issued		2,875,000	2,875,000
Converted basis percentage		20.00%
Class B Common Stock [Member] \| Minimum [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares outstanding	2,875,000			3,306,250	3,737,500
Class B Common Stock [Member] \| Maximum [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares outstanding	3,306,250			3,737,500	3,306,250

Basis of Presentation and Significant Accounting Policies (Details)	3 Months Ended
	Mar. 31, 2021 USD ($) $ / shares shares
Basis of Presentation and Significant Accounting Policies (Details) [Line Items]
Federal depository insurance coverage	$ 250,000
IPO [Member]
Basis of Presentation and Significant Accounting Policies (Details) [Line Items]
Warrants issued	6,366,666
Derivative warrant liabilities	(3,833,333)
Private Placement [Member]
Basis of Presentation and Significant Accounting Policies (Details) [Line Items]
Derivative warrant liabilities	$ (2,533,333)
Class A Common Stock [Member]
Basis of Presentation and Significant Accounting Policies (Details) [Line Items]
Purchase aggregate shares (in Shares) \| shares	125,000,000
Exercise price (in Dollars per share) \| $ / shares	$ 11.50
Class A Common Stock [Member] \| IPO [Member]
Basis of Presentation and Significant Accounting Policies (Details) [Line Items]
Purchase aggregate shares (in Shares) \| shares	6,366,666

Commitments and Contingencies (Details) - IPO [Member] $ / shares in Units, $ in Millions	Mar. 31, 2021 USD ($) $ / shares
Commitments and Contingencies (Details) [Line Items]
Price per unit \| $ / shares	$ 0.35
Initial public offering aggregate value \| $	$ 4.0

Fair Value Measurements (Details) - Schedule of financial assets and liabilities that are measured at fair value on a recurring basis - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Assets
Investments held in Trust Account - U.S. Treasury Securities	$ 115,003,350	$ 115,024,797
Liabilities:
Public Warrant liabilities	4,025,000	5,443,335
Private Placement Warrant liabilities	2,660,000	3,597,335
Total Warrant liabilities	6,685,000	9,040,670
Level 1 [Member]
Assets
Investments held in Trust Account - U.S. Treasury Securities	115,003,350	115,024,797
Liabilities:
Public Warrant liabilities	4,025,000
Private Placement Warrant liabilities
Total Warrant liabilities	4,025,000
Level 2 [Member]
Assets
Investments held in Trust Account - U.S. Treasury Securities
Liabilities:
Public Warrant liabilities
Private Placement Warrant liabilities	2,660,000
Total Warrant liabilities	2,660,000
Level 3 [Member]
Assets
Investments held in Trust Account - U.S. Treasury Securities
Liabilities:
Public Warrant liabilities		5,443,335
Private Placement Warrant liabilities		3,597,335
Total Warrant liabilities		$ 9,040,670

Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities	3 Months Ended
	Mar. 31, 2021 USD ($)
Warrant [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value as of December 31, 2020	$ 5,443,335
Change in fair value recognized in earnings	(1,418,335)
Fair value as of March 31, 2021	4,025,000
Private Placement Warrants [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value as of December 31, 2020	3,597,335
Change in fair value recognized in earnings	(937,335)
Fair value as of March 31, 2021	2,660,000
Total Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value as of December 31, 2020	9,040,670
Change in fair value recognized in earnings	(2,355,670)
Fair value as of March 31, 2021	$ 6,685,000

Subsequent Events (Details)	3 Months Ended
Subsequent Events (Details)	Mar. 31, 2021
Subsequent Events [Abstract]
Consideration description	has evaluated subsequent events to determine if events or transactions occurring through the date the unaudited condensed consolidated financial statements were issued required potential adjustment to or disclosure in the unaudited condensed consolidated financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed.