0001213900-21-029474 | 10-K/A | XBRL Viewer | Property Solutions Acquisition Corp

Document And Entity Information - USD ($)	11 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2020	Mar. 31, 2021	Jun. 30, 2020
Document Information Line Items
Entity Registrant Name	Property Solutions Acquisition Corp.
Document Type	10-K/A
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		29,516,511
Entity Public Float			$ 0
Amendment Flag	true
Amendment Description	Property Solutions Acquisition Corp. (the “Company,” “we”, “our” or “us”) is filing this Annual Report on Form 10-K/A (Amendment No. 1), or this Amendment, to amend our Annual Report on Form 10-K for the year ended December 31, 2020, originally filed with the Securities and Exchange Commission, or the SEC, on March 31, 2021, or the Original Filing, to restate our financial statements as of and for the period ended December 31, 2020. We are also restating the financial statements as of July 24, 2020; and as of and for the period ended September 30, 2020 in the accompanying financial statements included in this Annual Report (collectively, the “Original Financial Statements”). The restatement primarily relates to consideration of the factors in determining whether to classify contracts that may be settled in an entity’s own stock as equity of the entity or as an asset or liability in accordance with Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity. In the Original Financial Statements, the Company classified the public warrants and private placement warrants issued in connection with the Company’s initial public offering (“IPO”) as equity instruments. Upon further consideration of the rules and guidance, management of the Company concluded that the 594,551 private warrants issued at the time of the Company’s IPO (the “Private Warrants”) are precluded from equity classification due to certain settlement provisions. As a result, the Private Warrants should be recorded as liabilities on the balance sheet and measured at fair value at inception and on a recurring basis in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statement of operations. As a result, on May 20, 2021, the Company’s management and Audit Committee concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the classification error. The Company’s accounting for the Private Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust, cash flows from operations, or cash. The Company has not amended its Current Report on Form 8-K filed on July 30, 2020 or its quarterly report for the period affected by the restatement. The financial information that has been previously filed or otherwise reported is superseded by the information in this Amendment, and the financial statements and related financial information contained in such previously filed report should no longer be relied upon. The restatement is more fully described in Note 2 of the notes to the financial statements included herein. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Company’s principal executive officer and principal financial officer are filed as exhibits (in Exhibits 31.1 and 32.1) to this Amendment under Item 15 of Part IV hereof. Except as described above, this Amendment does not amend, update or change any other items or disclosures contained in the Original Filing, and accordingly, this Amendment does not reflect or purport to reflect any information or events occurring after the original filing date or modify or update those disclosures affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Original Filing. Restatement Background On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a public statement (the “Public Statement”) on accounting and reporting considerations for warrants issued by special purpose acquisition companies (“SPACs”). The Public Statement discussed “certain features of warrants issued in SPAC transactions” that “may be common across many entities.” The Public Statement indicated that when one or more of such features is included in a warrant, the warrant “should be classified as a liability measured at fair value, with changes in fair value each period reported in earnings.” This Amendment reflects the correction of the errors identified in light of the Public Statement, subsequent to the filing of the Original Financial Statements (see Item 8 “Financial Statements and Supplementary Data” and Note 2 of the notes to the financial statements included herein for more details on the impact of the restatement errors on our financial statements).
Entity Central Index Key	0001805521
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-39125
Entity Incorporation, State or Country Code	DE
Entity Interactive Data Current	Yes

Balance Sheet	Dec. 31, 2020 USD ($)
Current Assets
Cash	$ 549,395
Prepaid expenses and other current assets	128,561
Total Current Assets	677,956
Cash and marketable securities held in Trust Account	229,884,479
TOTAL ASSETS	230,562,435
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities - accrued expenses	2,041,838
Warrant liability	630,224
TOTAL LIABILITIES	2,672,062
Commitments
Common stock subject to possible redemption 22,289,037 shares at redemption value	222,890,370
Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding
Common stock, $0.0001 par value; 50,000,000 shares authorized; 7,227,474 issued and outstanding (excluding 22,289,037 shares subject to possible redemption)	723
Additional paid-in capital	7,584,657
Accumulated deficit	(2,585,377)
Total Stockholders’ Equity	5,000,003
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 230,562,435

Balance Sheet (Parentheticals)	Dec. 31, 2020 $ / shares shares
Statement of Financial Position [Abstract]
Common stock subject to possible redemption shares	22,289,037
Preferred stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock, shares authorized	50,000,000
Common stock, shares issued	7,227,474
Common stock, shares outstanding	7,227,474

Statement of Operations	11 Months Ended
Statement of Operations	Dec. 31, 2020 USD ($) $ / shares shares
Statement of Financial Position [Abstract]
Formation and operational costs	$ 2,218,182
Loss from operations	(2,218,182)
Other expense:
Change in fair value of warrants	(475,641)
Transaction costs incurred in connection with the IPO	(353)
Interest earned on marketable securities held in Trust Account	99,990
Unrealized gain on marketable securities held in Trust Account	8,809
Other expense (net):	(367,195)
Loss before provision for income taxes	(2,585,377)
Net loss	$ (2,585,377)
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption (in Shares) \| shares	21,779,604
Basic and diluted net income per share, Common stock subject to possible redemption (in Dollars per share) \| $ / shares	$ 0.00
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares) \| shares	6,452,794
Basic and diluted net loss per share, Non-redeemable common stock (in Dollars per share) \| $ / shares	$ (0.40)

Statement of Changes in Stockholder’s Equity - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Feb. 10, 2020
Balance (in Shares) at Feb. 10, 2020
Balance at Feb. 10, 2020
Balance (in Shares) at Feb. 10, 2020
Issuance of Founder Shares to Sponsor	$ 575	24,425		25,000
Issuance of Founder Shares to Sponsor (in Shares)	5,750,000
Issuance of Representative Shares	$ 20	800		820
Issuance of Representative Shares (in Shares)	200,000
Sale of 22,977,568 Units, net of underwriting discount and offering expenses	$ 2,298	224,656,352		224,658,650
Sale of 22,977,568 Units, net of underwriting discount and offering expenses (in Shares)	22,977,568
Sale of 594,551 Private Placement Units, net of warrant liability	$ 60	5,791,220		5,791,280
Sale of 594,551 Private Placement Units, net of warrant liability (in Shares)	594,551
Forfeiture of Founder Shares	$ (1)	1
Forfeiture of Founder Shares (in Shares)	(5,608)
Common stock subject to possible redemption	$ (2,229)	(222,888,141)		$ (222,890,370)
Common stock subject to possible redemption (in Shares)	(22,289,037)			(22,289,037)
Net loss			(2,585,377)	$ (2,585,377)
Balance at Dec. 31, 2020	$ 723	$ 7,584,657	$ (2,585,377)	$ 5,000,003
Balance (in Shares) at Dec. 31, 2020	7,227,474

Statement of Cash Flows	11 Months Ended
Statement of Cash Flows	Dec. 31, 2020 USD ($)
Cash Flows from Operating Activities:
Net loss	$ (2,585,377)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(99,990)
Change in fair value of warrant liability	475,641
Transaction costs incurred in connection with IPO	353
Unrealized gain on marketable securities held in Trust Account	(8,809)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(128,541)
Accrued expenses	2,041,838
Net cash used in operating activities	(304,885)
Cash Flows from Investing Activities:
Investment in Trust Account	(229,775,680)
Net cash used in investing activities	(229,775,680)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	225,180,170
Proceeds from sale of Private Placement Units	5,945,510
Advances from related party	75,000
Repayment of advances from related party	(75,000)
Proceeds from promissory note – related party	133,000
Repayment of promissory note – related party	(133,000)
Payment of offering costs	(495,720)
Net cash provided by financing activities	230,629,960
Net Change in Cash	549,395
Cash – Beginning of period
Cash – End of period	549,395
Non-Cash investing and financing activities:
Initial classification of common stock subject to possible redemption	219,345,620
Change in value of common stock subject to possible redemption	3,544,750
Offering costs paid directly by Sponsor from proceeds from issuance of common stock	25,000
Issuance of Representative Shares	820
Forfeiture of Founder Shares	$ (1)

Description of Organization and Business Operations

11 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Property Solutions Acquisition Corp. (the “Company”) was incorporated in Delaware on February 11, 2020. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”).

Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses that service the real estate industry. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

The Company has one subsidiary, PSAC Merger Sub, Ltd., a wholly-owned subsidiary of the Company an exempted company with limited liability incorporated under the laws of the Cayman Islands on January 27, 2021. (“Merger Sub”) (see Note 12).

As of December 31, 2020, the Company had not commenced any operations. All activity for the period from February 11, 2020 (inception) through December 31, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination, and activities in connection with the proposed acquisition of FF Intelligent Mobility Global Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“FF”) (see Note 12). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on July 21, 2020. On July 24, 2020, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200,000,000, which is described in Note 4.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 535,000 units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to Property Solutions Acquisition Sponsor, LLC (the “Sponsor”) and EarlyBirdCapital, Inc. (“EarlyBirdCapital”), generating gross proceeds of $5,350,000, which is described in Note 5.

Following the closing of the Initial Public Offering on July 24, 2020, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (the “Trust Account”) located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below.

On July 29, 2020, the underwriters notified the Company of their intent to partially exercise their over-allotment option on July 31, 2020. As such, on July 31, 2020, the Company consummated the sale of an additional 2,977,568 Units, at $10.00 per Unit, and the sale of an additional 59,551 Private Units, at $10.00 per Private Unit, generating total gross proceeds of $30,371,190. A total of $29,775,680 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $229,775,680.

Transaction costs amounted to $5,117,030 consisting of $4,595,510 of underwriting fees and $521,520 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. 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 sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor and EarlyBirdCapital have agreed to vote their Founder Shares (as defined in Note 6), Representative Shares (as defined in Note 8), Private Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering (a) in favor of approving a Business Combination and (b) not to convert any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the Initial transaction or don’t vote at all.

The Sponsor and EarlyBirdCapital have agreed (a) to waive their redemption rights with respect to their Founder Shares, Private Shares and Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares, Representative Shares and Private Shares if the Company fails to consummate a Business Combination, and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect a public stockholders’ ability to convert or sell their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have until April 24, 2022 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Going Concern

As of December 31, 2020, the Company had $549,395 in its operating bank accounts, $229,884,479 in cash and securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and a working capital deficit of $1,222,111, which excludes $141,771 of franchise taxes payable. As of December 31, 2020, $108,799 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations.

The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through April 24, 2022, the date that the Company will be required to cease all operations, except for the purpose of winding up, if a Business Combination is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Restatement of Previously Issued Financial Statements

11 Months Ended

Dec. 31, 2020

Restatement Of Previously Issued Financial Statements [Abstract]

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company previously accounted for its outstanding Private Placement Warrants (as defined in Note 5) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Private Placement Warrants includes a provision that provides for potential changes to the settlement amounts of the Private Placement Warrants which are dependent upon the characteristics of the holder of the warrant.

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

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

As a result of the above, the Company should have classified the Private Placement Warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Private Placement Warrants at the end of each reporting period as well as re-evaluate the treatment of the warrants (including on July 24, 2020, September 30, 2020 and December 31, 2020) and recognize changes in the fair value from the prior period in the Company’s operating results for the current period.

The Company’s accounting for the Private Placement Warrants as a component of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust, operating expenses or cash.

	As Previously Reported			Adjustments			As Restated
Balance Sheet as of:
July 24, 2020 (audited)
Warrant liability	$	-		$	154,583		$	154,583
Total Liabilities		-			154,583			154,583
Common Stock Subject to Possible Redemption		225,628,970			(154,583	)		225,474,387
Common Stock		696			1			697
Additional Paid-in Capital		5,000,314			352			5,000,666
Accumulated deficit		(1,000	)		(353	)		(1,353	)
Total Shareholders’ Equity		5,000,010			-			5,000,010

Number of shares subject to redemptions		22,562,897			(15,458	)		22,547,439

		As Previously Reported			Adjustments			As Restated
September 30, 2020 (unaudited)
Warrant liability	$	-		$	219,984		$	219,984
Total Liabilities		51,267			219,984			271,251
Common Stock Subject to Possible Redemption		225,527,000			(219,984	)		225,307,016
Common Stock		696			2			698
Additional Paid-in Capital		5,102,284			65,752			5,168,036
Accumulated deficit		(102,977	)		(65,754	)		(168,731	)
Total Shareholders’ Equity		5,000,003			-			5,000,003

Number of shares subject to redemptions		22,552,700			(21,998	)		22,530,702

December 31, 2020 (audited)
Warrant liability	$	-		$	630,224		$	630,224
Total Liabilities		2,041,838			630,224			2,672,062
Common Stock Subject to Possible Redemption		223,520,590			(630,220	)		222,890,370
Common Stock		716			7			723
Additional Paid-in Capital		7,108,674			475,983			7,584,657
Accumulated deficit		(2,109,383	)		(475,994	)		(2,585,377	)
Total Shareholders’ Equity		5,000,007			(4	)		5,000,003

Number of shares subject to redemptions		22,352,059			(63,022	)		22,289,037

Statement of Operations for the:
Three Months Ended September 30, 2020 (unaudited)
Net loss	$	(101,977	)	$	(65,754	)	$	(167,731	)
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		22,552,700			-			22,552,700
Basic and diluted net income per share, Common stock subject to possible redemption		-			-			-
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		6,496,149			-			6,496,149
Basic and diluted net loss per share, Non-redeemable common stock		(0.02	)		(0.01	)		(0.03	)

Period from February 11, 2020 (inception) to September 30, 2020 (unaudited)
Allocation of initial public offering costs	$	-		$	(353	)	$	(353	)
Change in fair value of warrant liability		-			(65,401	)		(65,401	)
Net loss		(102,977	)		(65,754	)		(168,731	)
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		-			22,552,700			22,552,700
Basic and diluted net income per share, Common stock subject to possible redemption		-			-			-
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		5,713,990			-			5,713,990
Basic and diluted net loss per share, Non-redeemable common stock		(0.02	)		(0.01	)	$	(0.03	)

		As Previously Reported			Adjustments			As Restated
Period from February 11, 2020 (inception) to December 31, 2020 (audited)
Allocation of initial public offering costs	$	-		$	(353	)	$	(353	)
Change in fair value of warrant liability		-			(475,641	)		(475,641	)
Net loss		(2,109,383	)		(475,994	)		(2,585,377	)
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		22,557,034			(777,430	)		21,779,604
Basic and diluted net income per share, Common stock subject to possible redemption		-			-			-
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		6,068,878			383,916			6,452,794
Basic and diluted net loss per share, Non-redeemable common stock		(0.35	)		(0.05	)		(0.40	)

Statement of Changes in Stockholder’s Equity for the:
Three Months Ended September 30, 2020 (unaudited)
Sale of 594,551 Private Units	$	5,945,510		$	(154,230	)	$	5,791,280
Common stock subject to possible redemption		(225,527,000	)		219,990			(225,307,010	)
Net loss		(101,977	)		(65,754	)		(167,731	)

Period from February 11, 2020 (inception) to September 30, 2020 (unaudited)
Sale of 594,551 Private Units	$	5,945,510		$	(154,230	)	$	5,791,280
Common stock subject to possible redemption		(225,527,000	)		219,990			(225,307,010	)
Net loss		(102,977	)		(65,754	)		(168,731	)

Period from February 11, 2020 (inception) to December 31, 2020 (audited)
Sale of 594,551 Private Units	$	5,945,510		$	(154,230	)	$	5,791,280
Common stock subject to possible redemption		(223,520,590	)		630,220			(222,890,370	)
Net loss		(2,109,383	)		(475,994	)		(2,585,377	)

Statement of Cash Flows for the:
Period from February 11, 2020 (inception) to September 30, 2020 (unaudited)
Net loss	$	(102,977	)	$	(65,754	)	$	(168,731	)
Change in fair value of warrant liability		-			65,401			65,401
Transaction costs incurred in connection with IPO		-			353			353

Period from February 11, 2020 (inception) to December 31, 2020 (audited)
Net loss	$	(2,109,383	)	$	(475,994	)	$	(2,585,377	)
Change in fair value of warrant liability		-			475,641			475,641
Transaction costs incurred in connection with IPO		-			353			353

The restatement to the previously issued financial statements did not have any impact on the cashflows from operating, investing, or financing activities on the Statement of Cash Flows for the periods from February 11, 2020 (inception) to September 30, 2020 or from February 11, 2020 (inception) to December 31, 2020.

Summary of Significant Accounting Policies (Restated)

11 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED)

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED)

Basis of Presentation

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

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial 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 financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020.

Cash and Marketable Securities Held in Trust Account

At December 31, 2020 and 2019, substantially all of the assets held in the Trust Account were held in money market funds, which primarily invest in U.S. Treasury securities. The Company accounts for its securities held in the trust account in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 320 “Debt and Equity Securities.” These securities are classified as trading securities with unrealized gains or losses, if any, recognized through the statement of operations. At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills.

Common Stock Subject to Possible Redemption

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

Warrant Liability

The Company accounts for the Private Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Private Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Private Warrants as liabilities at their fair value and adjusts the Private Warrants to fair value at each reporting period. This warrant liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Warrants for periods where no observable traded price was available are valued using a lattice model and Monte Carlo simulation.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under 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 statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

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

On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the “IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. Given the Company’s full valuation allowance position and capitalization of all costs, the CARES Act did not have an impact on the financial statements.

Net Loss per Common Share

Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 23,572,119 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance.

Net income (loss) per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period.

Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest.

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

	For the Period from February 11, 2020 (Inception) Through December 31, 2020
Common stock subject to possible redemption
Numerator: Earnings allocable to Common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	97,270
Unrealized gain on marketable securities held in Trust Account		8,569
Less: interest available to be withdrawn for payment of taxes		(105,839	)
Less: interest available to be withdrawn for working capital		—
Net income allocable to Common stock subject to possible redemption	$	—
Denominator: Weighted Average Common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		21,779,604
Basic and diluted net income per share, Common stock subject to possible redemption	$	0.00

Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(2,585,377	)
Less: Net income allocable to Common stock subject to possible redemption		—
Non-Redeemable Net Loss	$	(2,585,377	)
Denominator: Weighted Average Non-redeemable common stock
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		6,452,794
Basic and diluted net loss per share, Non-redeemable common stock	$	(0.40	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. The Company has not experienced losses on this account.

Fair Value of Financial Instruments

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

Fair Value Measurements

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

●

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

●

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

●

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

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

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Recent Accounting Standards

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

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Related Party Transactions

11 Months Ended

Dec. 31, 2020

RELATED PARTY TRANSACTIONS

NOTE 6. RELATED PARTY TRANSACTIONS

Founder Shares

On February 11, 2020, the Sponsor purchased an aggregate of 5,750,000 shares of the Company’s common stock for an aggregate price of $25,000 (the “Founder Shares”). The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor would collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the Private Shares). As a result of the underwriters’ election to partially exercise their over-allotment option on July 31, 2020 and the expiration of the remaining over-allotment option, 5,608 Founder Shares were forfeited and 744,392 Founder’s Shares are no longer subject to forfeiture, resulting in there being 5,744,392 Founder Shares issued and outstanding.

The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until (1) with respect to 50% of the Founder Shares, the earlier of one year after the completion of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 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 after a Business Combination and (2) with respect to the remaining 50% of the Founder Shares, one year after the completion of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Administrative Services Agreement

The Company entered into an agreement whereby, commencing on July 21, 2020, through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will pay an affiliate of the Company’s executive officers a total of $10,000 per month for office space and related services. For the period from February 11, 2020 (inception) through December 31, 2020, the Company incurred and paid $50,000 in fees for these services.

Advances — Related Party

The Sponsor advanced the Company an aggregate of $75,000 to cover expenses related to the Initial Public Offering. The advances were non-interest bearing and due on demand. The outstanding advances of $75,000 were repaid upon the consummation of the Initial Public Offering on July 24, 2020.

Promissory Note — Related Party

On February 14, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $150,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2020, (ii) the consummation of the Initial Public Offering or (ii) the date on which the Company determines not to proceed with the Initial Public Offering. The outstanding balance under the Promissory Note of $133,000 was repaid upon the consummation of the Initial Public Offering on July 24, 2020.

Related Party Loans

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Units.

Warrants

11 Months Ended

Dec. 31, 2020

Warrants Disclosure [Abstract]

WARRANTS

NOTE 9. WARRANTS

Warrants — The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

Once the warrants become exercisable, the Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

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

●

if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and

●

if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.

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.

In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which we issue the additional shares of common stock or equity-linked securities.

The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, except as described above, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of 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.

The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Representative Shares

On February 11, 2020, the Company issued to the designees of EarlyBirdCapital 200,000 shares of common stock (the “Representative Shares”). The Company accounted for the Representative Shares as an offering cost of the Initial Public Offering, with a corresponding credit to stockholders’ equity. The Company estimated the fair value of Representative Shares to be $820 based upon the price of the Founder Shares issued to the Sponsor. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period.

The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110(g)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners.

Fair Value Measurements (Restated)

11 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS (RESTATED)

NOTE 11. FAIR VALUE MEASUREMENTS (RESTATED)

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

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

Level 1:

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

Level 2:

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

Level 3:

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

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Level	December 31, 2020
Assets:
Cash and marketable securities held in Trust Account	1	$	229,884,479
Liabilities:
Warrant Liability – Private Placement Warrants	3	$	630,224

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

The Private Placement Warrants were initially valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates will be implied from the Company’s own public warrant pricing.

The key inputs into the binomial lattice simulation model for the Private Placement Warrants were as follows at initial measurement, September 30, 2020, and December 31, 2020:

Input	July 24, 2020 (Initial Measurement)			September 30, 2020			December 31, 2020
Risk-free interest rate		0.34	%		0.34	%		0.34	%
Trading days per year		252			252			252
Expected volatility		27.0	%		27.0	%		27.0	%
Exercise price	$	11.50		$	11.50		$	11.50
Stock Price	$	10.00		$	10.00		$	10.00

The following table presents the changes in the fair value of the Private Placement Warrants:

	Warrant Liability
Fair value as of February 11, 2020 (inception)	$	—
Initial measurement on July 24, 2020		154,583
Change in valuation inputs or other assumptions		475,641
Fair value as of December 31, 2020	$	630,224

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

- Definition

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

+ References + Details

Subsequent Events

11 Months Ended

Dec. 31, 2020

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 12. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below or in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Merger agreement

On January 27, 2021, the Company entered into an Agreement and Plan of Merger (“Merger Agreement”) by and among the Company, Merger Sub and FF. FF is a global mobility technology company that designs and engineers next-generation smart electric connected vehicles.

Pursuant to the Merger Agreement, Merger Sub will merge with and into FF, with FF surviving the merger (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”). As a result of the Transactions, FF will become a wholly-owned subsidiary of the Company, with the stockholders of FF becoming stockholders of the Company, which will be renamed “Faraday Future Intelligent Electric, Inc.” (“New FF”).

Under the Merger Agreement, the outstanding FF shares and the outstanding FF converting debt will be converted into a number of shares of new Class A common stock of the Company following the Transactions and, for FF Top Holdings Ltd. (“FF Top”), shares of new Class B common stock of the Company (“New FF common stock”) following the Transactions based on an exchange ratio (the “Exchange Ratio”), the numerator of which is equal to (i)(A) the number of shares of the Company common stock equal to $2,716,000,000 (plus net cash of FF, less debt of FF, plus debt of FF that will be converted into shares of the Company common stock, plus any additional bridge loan in an amount not to exceed $100,000,000), (B) divided by $10, minus (ii) an additional 25,000,000 shares which may be issuable to FF stockholders as additional consideration upon certain price thresholds, and the denominator of which is equal to the number of outstanding shares of FF, including shares issuable upon exercise of vested FF options and vested FF warrants (in each case assuming cashless exercise) and upon conversion of outstanding convertible notes.

Additionally, each FF option or FF warrant that is outstanding immediately prior to the closing of the Merger (and by its terms will not terminate upon the closing of the Merger) will remain outstanding and convert into the right to purchase a number of shares of the Company Class A common stock equal to the number of FF ordinary shares subject to such option or warrant multiplied by the Exchange Ratio at an exercise price per share equal to the current exercise price per share for such option or warrant divided by the Exchange Ratio.

The Merger Agreement contains customary representations, warranties and covenants by the parties thereto and the closing is subject to certain conditions as further described in the Merger Agreement.

In connection with the execution of the Merger Agreement, the Company entered into separate Subscription Agreements with certain accredited investors or qualified institutional buyers (collectively, the “Subscription Investors”) concurrently with the execution of the Merger Agreement on January 27, 2021. Pursuant to the Subscription Agreements, the Subscription Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell, to the Subscription Investors an aggregate of 77,500,000 shares of common stock of the Company for a purchase price of $10.00 per share, or an aggregate of approximately $775 million, in a private placement. 17,500,000 of such shares ($175 million in net proceeds) will be issued to an anchor investor and the issuance of such shares is subject to certain regulatory approvals. The Subscription Agreements further require the Company to have an effective shelf registration statement registering the resale of the shares of the Company’s common stock held by the Subscription Investors within 60 calendar days (or 90 calendar days if the SEC notifies the Company that it will review the registration statement) following the closing of the Transactions.

Subscription agreement

Also on January 27, 2021, the Company entered into additional Subscription Agreements with Subscription Investors in the amount of 2,000,000 shares of common stock of the Company for a purchase price of $10.00 per share, or an aggregate of approximately $20 million, which increases the total amount of the private placement pursuant to the Subscription Agreements to 79,500,000 shares of common stock of PSAC for a purchase price of $10.00 per share, or an aggregate of approximately $795 million.

Related Party Loans

On February 28, 2021, the Company entered into a convertible promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $500,000 (the “Note”). The Note is non-interest bearing and due on the date on which the Company consummates a Business Combination. If the Company does not consummate a Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the Note; however, no proceeds from the Trust Account may be used for such repayment. Up to $500,000 of the Note may be converted into units at a price of $10.00 per unit at the option of the Sponsor. The units would be identical to the Private Units. As of the date of these financial statements, there is a $500,000 balance outstanding under the Note.

Accounting Policies, by Policy (Policies)

11 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Emerging Growth Company

Emerging Growth Company

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and Marketable Securities Held in Trust Account

Cash and Marketable Securities Held in Trust Account

Common Stock Subject to Possible Redemption

Common Stock Subject to Possible Redemption

Warrant Liability

Warrant Liability

Income Taxes

Income Taxes

Net Loss per Common Share

Net Loss per Common Share

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

	For the Period from February 11, 2020 (Inception) Through December 31, 2020
Common stock subject to possible redemption
Numerator: Earnings allocable to Common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	97,270
Unrealized gain on marketable securities held in Trust Account		8,569
Less: interest available to be withdrawn for payment of taxes		(105,839	)
Less: interest available to be withdrawn for working capital		—
Net income allocable to Common stock subject to possible redemption	$	—
Denominator: Weighted Average Common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		21,779,604
Basic and diluted net income per share, Common stock subject to possible redemption	$	0.00

Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(2,585,377	)
Less: Net income allocable to Common stock subject to possible redemption		—
Non-Redeemable Net Loss	$	(2,585,377	)
Denominator: Weighted Average Non-redeemable common stock
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		6,452,794
Basic and diluted net loss per share, Non-redeemable common stock	$	(0.40	)

Concentration of Credit Risk

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Fair Value Measurements

Fair Value Measurements

●

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

●

Derivative Financial Instruments

Derivative Financial Instruments

Recent Accounting Standards

Recent Accounting Standards

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

Risks and Uncertainties

Risks and Uncertainties

Fair Value Measurements (Restated) (Tables)

11 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Schedule of fair value on a recurring basis

Description	Level	December 31, 2020
Assets:
Cash and marketable securities held in Trust Account	1	$	229,884,479
Liabilities:
Warrant Liability – Private Placement Warrants	3	$	630,224

Schedule of model for the private placement warrants

Input	July 24, 2020 (Initial Measurement)			September 30, 2020			December 31, 2020
Risk-free interest rate		0.34	%		0.34	%		0.34	%
Trading days per year		252			252			252
Expected volatility		27.0	%		27.0	%		27.0	%
Exercise price	$	11.50		$	11.50		$	11.50
Stock Price	$	10.00		$	10.00		$	10.00

Schedule of changes in fair value of the private placement Warrants

	Warrant Liability
Fair value as of February 11, 2020 (inception)	$	—
Initial measurement on July 24, 2020		154,583
Change in valuation inputs or other assumptions		475,641
Fair value as of December 31, 2020	$	630,224

- Definition

Tabular disclosure of all significant concentrations of risk, including credit risk and market risk, arising from all financial instruments (as defined), whether from an individual counterparty or groups of counterparties. The disclosure concerning concentrations of risk may consist of the following information: (1) for concentrations of credit risk disclosure may include: (a) information about the (shared) activity, region, or economic characteristic that identifies the concentration, (b) the maximum amount of loss due to credit risk that, based on the gross fair value of the financial instrument, the entity would incur if parties to the financial instruments that make up the concentration failed completely to perform according to the terms of the contracts and the collateral or other security, if any, for the amount due proved to be of no value to the entity, (c) the policy of requiring collateral or other security to support financial instruments subject to credit risk, information about the entity's access to that collateral or other security, and the nature and a brief description of the collateral or other security supporting those financial instruments, and (d) the policy of entering into master netting arrangements to mitigate the credit risk of financial instruments, information about the arrangements for which the entity is a party, and a brief description of the terms of those arrangements, including the extent to which they would reduce the entity's maximum amount of loss due to credit risk and (2) for disclosure of quantitative information about the market risks of financial instruments that is consistent with the way the company manages or adjusts those risks, disclosure may include: (a) more details about current positions and perhaps activity during the period, (b) the hypothetical effects on comprehensive income (or net assets), or annual income, of several possible changes in market prices, (c) a gap analysis of interest rate re-pricing or maturity dates, (d) the duration of the financial instruments, (e) the entity's value at risk from derivatives and from other positions at the end of the reporting period and the average value at risk during the year, or (f) other ways of reporting quantitative information as internally developed.

+ References + Details

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended		11 Months Ended
	Jul. 31, 2020	Jul. 24, 2020	Dec. 31, 2020	Feb. 28, 2021
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued (in Shares)	2,977,568
Price per unit (in Dollars per share)	$ 10.00
Gross proceeds	$ 30,371,190
Net proceeds of sale of units in initial public offering and sale of private units		$ 200,000,000
Net proceeds per unit (in Dollars per share)		$ 10.00
Net proceeds deposited into Trust Account	29,775,680
Aggregate proceeds held in the Trust Account	$ 229,775,680
Transaction costs			$ 5,117,030
underwriting fees			4,595,510
Other offering costs			$ 521,520
Percentage of net assets held in trust account			80.00%
Percentage of outstanding voting securities			50.00%
Business combination net tangible assets			$ 5,000,001
Redemption of public shares percentage			100.00%
Public per share price (in Dollars per share)			$ 10.00
Operating bank accounts			$ 549,395
Cash and securities held in the Trust Account			229,884,479
Working capital deficit			1,222,111
Amount on deposit in the Trust Account			108,799
Subsequent Event [Member] \| Convertible Promissory Note [Member]
Description of Organization and Business Operations (Details) [Line Items]
Aggregate principal amount of note				$ 500,000
Franchise [Member]
Description of Organization and Business Operations (Details) [Line Items]
Taxes payable			$ 141,771
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued (in Shares)		20,000,000	20,000,000
Price per unit (in Dollars per share)		$ 10.00
Gross proceeds		$ 200,000,000
Private Units [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued (in Shares)	59,551
Price per unit (in Dollars per share)	$ 10.00		$ 10.00
Gross proceeds			$ 5,350,000
Private Units [Member] \| Sponsor and EarlyBirdCapital [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued (in Shares)			535,000
Price per unit (in Dollars per share)			$ 10.00
Gross proceeds			$ 5,350,000
Public Stockholders [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per unit (in Dollars per share)			$ 10.00

Restatement of Previously Issued Financial Statements (Details) - Schedule of balance sheet and operation - USD ($)	3 Months Ended	8 Months Ended
	Sep. 30, 2020	Sep. 30, 2020	Dec. 31, 2020	Jul. 24, 2020
As Previously Reported [Member]
Balance Sheet as of:
Warrant liability
Total Liabilities	51,267	51,267	2,041,838
Common Stock Subject to Possible Redemption	225,527,000	225,527,000	223,520,590	225,628,970
Common Stock	696	696	716	696
Additional Paid-in Capital	5,102,284	5,102,284	7,108,674	5,000,314
Accumulated deficit	(102,977)	(102,977)	(2,109,383)	(1,000)
Total Shareholders’ Equity	$ 5,000,003	$ 5,000,003	$ 5,000,007	$ 5,000,010
Number of shares subject to redemptions (in Shares)	22,552,700	22,552,700	22,352,059	22,562,897
Three Months Ended September 30, 2020 (unaudited)
Allocation of initial public offering costs
Change in fair value of warrant liability
Net loss	$ (101,977)	$ (102,977)
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption (in Shares)	22,552,700
Basic and diluted net income per share, Common stock subject to possible redemption (in Dollars per share)
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares)	6,496,149	5,713,990
Basic and diluted net loss per share, Non-redeemable common stock (in Dollars per share)	$ (0.02)	$ (0.02)
Adjustments [Member]
Balance Sheet as of:
Warrant liability	$ 219,984	$ 219,984	$ 630,224	$ 154,583
Total Liabilities	219,984	219,984	630,224	154,583
Common Stock Subject to Possible Redemption	(219,984)	(219,984)	(630,220)	(154,583)
Common Stock	2	2	7	1
Additional Paid-in Capital	65,752	65,752	475,983	352
Accumulated deficit	(65,754)	(65,754)	(475,994)	(353)
Total Shareholders’ Equity			$ (4)
Number of shares subject to redemptions (in Shares)	(21,998)	(21,998)	(63,022)	(15,458)
Three Months Ended September 30, 2020 (unaudited)
Allocation of initial public offering costs		$ (353)
Change in fair value of warrant liability		(65,401)
Net loss	$ (65,754)	$ (65,754)
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption (in Shares)		22,552,700
Basic and diluted net income per share, Common stock subject to possible redemption (in Dollars per share)
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares)
Basic and diluted net loss per share, Non-redeemable common stock (in Dollars per share)	$ (0.01)	$ (0.01)
As Restated [Member]
Balance Sheet as of:
Warrant liability	$ 219,984	$ 219,984	$ 630,224	$ 154,583
Total Liabilities	271,251	271,251	2,672,062	154,583
Common Stock Subject to Possible Redemption	225,307,016	225,307,016	222,890,370	225,474,387
Common Stock	698	698	723	697
Additional Paid-in Capital	5,168,036	5,168,036	7,584,657	5,000,666
Accumulated deficit	(168,731)	(168,731)	(2,585,377)	(1,353)
Total Shareholders’ Equity	$ 5,000,003	$ 5,000,003	$ 5,000,003	$ 5,000,010
Number of shares subject to redemptions (in Shares)	22,530,702	22,530,702	22,289,037	22,547,439
Three Months Ended September 30, 2020 (unaudited)
Allocation of initial public offering costs		$ (353)
Change in fair value of warrant liability		(65,401)
Net loss	$ (167,731)	$ (168,731)
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption (in Shares)	22,552,700	22,552,700
Basic and diluted net income per share, Common stock subject to possible redemption (in Dollars per share)
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares)	6,496,149	5,713,990
Basic and diluted net loss per share, Non-redeemable common stock (in Dollars per share)	$ (0.03)	$ (0.03)

Restatement of Previously Issued Financial Statements (Details) - Schedule of casf flow and equity - USD ($)	3 Months Ended	8 Months Ended	11 Months Ended
	Sep. 30, 2020	Sep. 30, 2020	Dec. 31, 2020
As Previously Reported [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Allocation of initial public offering costs
Change in fair value of warrant liability
Net loss	$ (101,977)	$ (102,977)	$ (2,109,383)
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption (in Shares)			22,557,034
Basic and diluted net income per share, Common stock subject to possible redemption (in Dollars per share)
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares)			6,068,878
Basic and diluted net loss per share, Non-redeemable common stock (in Dollars per share)			$ (0.35)
Three Months Ended September 30, 2020 (unaudited)
Sale of 594,551 Private Units	5,945,510	5,945,510	$ 5,945,510
Common stock subject to possible redemption	(225,527,000)	(225,527,000)	(223,520,590)
Period from February 11, 2020 (inception) to September 30, 2020 (unaudited)
Change in fair value of warrant liability
Transaction costs incurred in connection with IPO
Adjustments [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Allocation of initial public offering costs			(353)
Change in fair value of warrant liability			(475,641)
Net loss	(65,754)	(65,754)	$ (475,994)
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption (in Shares)			(777,430)
Basic and diluted net income per share, Common stock subject to possible redemption (in Dollars per share)
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares)			383,916
Basic and diluted net loss per share, Non-redeemable common stock (in Dollars per share)			$ (0.05)
Three Months Ended September 30, 2020 (unaudited)
Sale of 594,551 Private Units	(154,230)	(154,230)	$ (154,230)
Common stock subject to possible redemption	219,990	219,990	630,220
Period from February 11, 2020 (inception) to September 30, 2020 (unaudited)
Change in fair value of warrant liability		65,401	475,641
Transaction costs incurred in connection with IPO		353	353
As Restated [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Allocation of initial public offering costs			(353)
Change in fair value of warrant liability			(475,641)
Net loss	(167,731)	(168,731)	$ (2,585,377)
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption (in Shares)			21,779,604
Basic and diluted net income per share, Common stock subject to possible redemption (in Dollars per share)
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares)			6,452,794
Basic and diluted net loss per share, Non-redeemable common stock (in Dollars per share)			$ (0.40)
Three Months Ended September 30, 2020 (unaudited)
Sale of 594,551 Private Units	5,791,280	5,791,280	$ 5,791,280
Common stock subject to possible redemption	$ (225,307,010)	(225,307,010)	(222,890,370)
Period from February 11, 2020 (inception) to September 30, 2020 (unaudited)
Change in fair value of warrant liability		65,401	475,641
Transaction costs incurred in connection with IPO		$ 353	$ 353

Summary of Significant Accounting Policies (Restated) (Details) - Schedule of basic and diluted net income (loss) per common share	11 Months Ended
	Dec. 31, 2020 USD ($) $ / shares shares
Numerator: Earnings allocable to Common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$ 97,270
Unrealized gain on marketable securities held in Trust Account	8,569
Less: interest available to be withdrawn for payment of taxes	(105,839)
Less: interest available to be withdrawn for working capital
Net income allocable to Common stock subject to possible redemption
Denominator: Weighted Average Common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption (in Shares) \| shares	21,779,604
Basic and diluted net income per share, Common stock subject to possible redemption (in Dollars per share) \| $ / shares	$ 0.00
Numerator: Net Loss minus Net Earnings
Net loss	$ (2,585,377)
Less: Net income allocable to Common stock subject to possible redemption
Non-Redeemable Net Loss	$ (2,585,377)
Denominator: Weighted Average Non-redeemable common stock
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares) \| shares	6,452,794
Basic and diluted net loss per share, Non-redeemable common stock (in Dollars per share) \| $ / shares	$ (0.40)

Related Party Transactions (Details) - USD ($)	1 Months Ended			11 Months Ended
Related Party Transactions (Details) - USD ($)	Jul. 24, 2020	Jul. 21, 2020	Feb. 14, 2020	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Founder shares, description				As a result of the underwriters’ election to partially exercise their over-allotment option on July 31, 2020 and the expiration of the remaining over-allotment option, 5,608 Founder Shares were forfeited and 744,392 Founder’s Shares are no longer subject to forfeiture, resulting in there being 5,744,392 Founder Shares issued and outstanding.
Percentage of founder shares				50.00%
Common stock per share price (in Dollars per share)				$ 12.50
Percentage of remaining founder shares				50.00%
Administrative services fee				$ 50,000
Advances to related party				75,000
Repaid outstanding advances	$ 75,000
Working capital loans				$ 1,500,000
Business combination per share price (in Dollars per share)				$ 10.00
Promissory Note [Member]
Related Party Transactions (Details) [Line Items]
Aggregate principal amount			$ 150,000
Outstanding balance amount			$ 133,000
Founder Shares [Member] \| February 11, 2020 [Member]
Related Party Transactions (Details) [Line Items]
Purchased aggregate of shares (in Shares)				5,750,000
Aggregate price amount				$ 25,000
Aggregate of forfeiture shares (in Shares)				750,000
Percentage of issued and outstanding shares				20.00%
Chief Executive Officer [Member]
Related Party Transactions (Details) [Line Items]
Payment for monthly rent		$ 10,000

Income Tax (Restated) (Details) - Schedule of provision for income taxes	11 Months Ended
	Dec. 31, 2020 USD ($)
Federal
Current
Deferred	(542,420)
State and Local
Current
Deferred
Change in valuation allowance	542,420
Income tax provision

- Definition

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

+ References + Details

Subsequent Events (Details) - USD ($)	1 Months Ended			11 Months Ended
Subsequent Events (Details) - USD ($)	Feb. 28, 2021	Jan. 27, 2021	Jul. 31, 2020	Dec. 31, 2020
Subsequent Events (Details) [Line Items]
Aggregate purchase price			$ 30,371,190
Net proceeds				$ 5,945,510
Amount of note converted in to units	$ 500,000
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Merger agreement, description		(“FF Top”), shares of new Class B common stock of the Company (“New FF common stock”) following the Transactions based on an exchange ratio (the “Exchange Ratio”), the numerator of which is equal to (i)(A) the number of shares of the Company common stock equal to $2,716,000,000 (plus net cash of FF, less debt of FF, plus debt of FF that will be converted into shares of the Company common stock, plus any additional bridge loan in an amount not to exceed $100,000,000), (B) divided by $10, minus (ii) an additional 25,000,000 shares which may be issuable to FF stockholders as additional consideration upon certain price thresholds, and the denominator of which is equal to the number of outstanding shares of FF, including shares issuable upon exercise of vested FF options and vested FF warrants (in each case assuming cashless exercise) and upon conversion of outstanding convertible notes.
Subsequent Event [Member] \| Convertible Promissory Note [Member]
Subsequent Events (Details) [Line Items]
Aggregate principal amount	$ 500,000
Conversion price per unit (in Dollars per share)	$ 10.00
Convertible debt	$ 500,000
Subsequent Event [Member] \| Subscription Agreements [Member]
Subsequent Events (Details) [Line Items]
Number of common stock purchased by investors (in Shares)		77,500,000
Purchase price per share (in Dollars per share)		$ 10.00
Aggregate purchase price		$ 775,000,000
PSAC Merger Sub, Ltd. [Member] \| Subsequent Event [Member] \| Subscription Agreements [Member]
Subsequent Events (Details) [Line Items]
Number of common stock purchased by investors (in Shares)		79,500,000
Purchase price per share (in Dollars per share)		$ 10.00
Aggregate purchase price		$ 795,000,000
Private Placement [Member]
Subsequent Events (Details) [Line Items]
Aggregate purchase price				$ 5,350,000
Private Placement [Member] \| Subsequent Event [Member] \| Subscription Agreements [Member]
Subsequent Events (Details) [Line Items]
Number of common stock purchased by investors (in Shares)		17,500,000
Net proceeds		$ 175,000,000
Private Placement [Member] \| Additional Issuance [Member] \| Subsequent Event [Member] \| Subscription Agreements [Member]
Subsequent Events (Details) [Line Items]
Number of common stock purchased by investors (in Shares)		2,000,000
Purchase price per share (in Dollars per share)		$ 10.00
Aggregate purchase price		$ 20,000,000

Statement of Changes in Stockholder’s Equity (Parentheticals)	11 Months Ended
	Dec. 31, 2020 shares
Statement of Stockholders' Equity [Abstract]
Sale of underwriting discounts, shares	22,977,568
Sale of private placement units, shares	594,551

Summary of Significant Accounting Policies (Restated) (Details)	11 Months Ended
	Dec. 31, 2020 USD ($) shares
Accounting Policies [Abstract]
Number of shares in calculation of diluted loss per share \| shares	23,572,119
Federal deposit insurance corporation coverage \| $	$ 250,000

Private Placement (Details) - USD ($)	1 Months Ended	11 Months Ended
Private Placement (Details) - USD ($)	Jul. 31, 2020	Dec. 31, 2020
Private Placement [Member]
Private Placement (Details) [Line Items]
Number of unit issued	59,551
Price per unit (in Dollars per share)	$ 10.00	$ 10.00
Aggregate purchase price (in Dollars)		$ 5,350,000
Description of private placement	Each Private Unit consists of one share of common stock (“Private Share”) and one warrant (“Private Warrant”). Each Private Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per full share, subject to adjustment (see Note 8).
Private Placement [Member] \| Sponsor [Member]
Private Placement (Details) [Line Items]
Number of unit issued	483,420
Private Placement [Member] \| EarlyBirdCapital [Member]
Private Placement (Details) [Line Items]
Number of unit issued	111,131
Private Placement [Member] \| Sponsor and EarlyBirdCapital [Member]
Private Placement (Details) [Line Items]
Number of unit issued		535,000
Over-Allotment Option [Member]
Private Placement (Details) [Line Items]
Number of unit issued	2,977,568
Over-Allotment Option [Member] \| Underwriters [Member]
Private Placement (Details) [Line Items]
Number of unit issued	59,551
Price per unit (in Dollars per share)	$ 10.00

Commitments (Details)	11 Months Ended
Commitments (Details)	Dec. 31, 2020 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Percentage of gross proceeds from initial public offering	3.50%
Gross proceeds of initial public offering (in Dollars)	$ 8,042,149
Percentage of fee allocable	33.00%

Warrants (Details) - USD ($)		11 Months Ended
Warrants (Details) - USD ($)	Feb. 12, 2020	Dec. 31, 2020
Warrants (Details) [Line Items]
Warrants expire term		5 years
Warrants [Member]
Warrants (Details) [Line Items]
Warrant per share		$ 0.01
Share issued, price per share		18.00
Business combination at an issue price or effective issue price per share		$ 9.20
Total equity proceeds percentage		60.00%
Market value per share		$ 9.20
Exercise price of the warrants percentage		115.00%
Representative Shares [Member]
Warrants (Details) [Line Items]
Representative shares issued (in Shares)	200,000
Estimated the fair value of representative shares (in Dollars)	$ 820

Initial Public Offering (Details) - $ / shares	1 Months Ended		11 Months Ended
Initial Public Offering (Details) - $ / shares	Jul. 31, 2020	Jul. 24, 2020	Dec. 31, 2020
Initial Public Offering (Details) [Line Items]
Number of units issued (in Shares)	2,977,568
Price per share			$ 0.0001
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Number of units issued (in Shares)		20,000,000	20,000,000
Shares issued price per share			$ 10.00
Initial public offering, description			Each Unit consists of one share of common stock and one warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one share common stock at a price of $11.50 per share, subject to adjustment (see Note 9).
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Number of units issued (in Shares)	2,977,568
Shares issued price per share	$ 10.00
Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Price per share			$ 11.50

Stockholders’ Equity (Restated) (Details)	11 Months Ended
Stockholders’ Equity (Restated) (Details)	Dec. 31, 2020 $ / shares shares
Stockholders' Equity Note [Abstract]
Preferred stock, shares authorized	1,000,000
Preferred stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock shares authorized	50,000,000
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock, shares issued	7,227,474
Common Stock, shares outstanding	7,227,474
Common stock subject to possible redemption	22,289,037

Income Tax (Restated) (Details)	11 Months Ended
Income Tax (Restated) (Details)	Dec. 31, 2020 USD ($)
Income Tax Disclosure [Abstract]
Federal and state net operating loss carryovers	$ 139,342
Change in the valuation allowance	$ 442,461

Income Tax (Restated) (Details) - Schedule of deferred tax assets	Dec. 31, 2020 USD ($)
Deferred tax assets (liabilities)
Net operating loss carryforward	$ 129,221
Startup and organizational expenses	436,047
Unrealized gain on marketable securities	(22,848)
Total deferred tax assets	542,420
Valuation Allowance	(542,420)
Deferred tax assets, net valuation allowance

Income Tax (Restated) (Details) - Schedule of federal income tax rate	11 Months Ended
	Dec. 31, 2020
Schedule of federal income tax rate [Abstract]
Statutory federal income tax rate	21.00%
Valuation allowance	(21.00%)
Income tax provision	0.00%

Fair Value Measurements (Restated) (Details) - Schedule of fair value on a recurring basis	11 Months Ended
	Dec. 31, 2020 USD ($)
Level 1 [Member]
Assets:
Cash and marketable securities held in Trust Account	$ 229,884,479
Level 3 [Member]
Liabilities:
Warrant Liability – Private Placement Warrants	$ 630,224

Fair Value Measurements (Restated) (Details) - Schedule of changes in fair value of the private placement Warrants	11 Months Ended
	Dec. 31, 2020 USD ($)
Schedule of changes in fair value of the private placement Warrants [Abstract]
Fair value beginning balance
Initial measurement on July 24, 2020	154,583
Change in valuation inputs or other assumptions	475,641
Fair value ending balance	$ 630,224