10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                  to                 

Commission File Number: 001-40102

BOA ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware	85-4252723
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

2600 Virginia Ave NW, Suite T23 Management Office Washington, D.C.	20037
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (888) 211-3261

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant	BOAS.U	The New York Stock Exchange
Class A Common Stock, par value $0.0001 per share	BOAS	The New York Stock Exchange
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at a price of $11.50 per share	BOAS WS	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ◻  No ⌧

Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧  No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	◻	Accelerated filer	◻
Non-accelerated filer	⌧	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒  No ◻

As of May 21, 2021, there were 23,000,000 Class A common shares and 5,750,000 Class B common shares, $0.0001 par value, issued and outstanding.

EXPLANATORY NOTE

BOA Acquisition Corp. (the “Company” or “we,” “our” or “us”) is filing this Amendment No. 1 to the Quarterly Report on Form 10-Q/A (“Amendment No. 1”), which amends the Quarterly Report on Form 10-Q as of and for the period ended March 31, 2021, as originally filed with the Securities and Exchange Commission (“SEC”) on May 21, 2021 (the “Q1 Form 10-Q”).

On November 5, 2021, the Company filed its Form 10-Q for the quarterly period ended September 30, 2021 (the “Q3 Form 10-Q”), which included a Note 2, Revision of Previously Issued Financial Statements, (“Note 2”) that described a revision to the Company’s classification of its Class A common stock previously classified as permanent equity as part of the units sold in the Company’s initial public offering (“IPO”) on February 26, 2021. As described in Note 2, upon its IPO, the Company classified a portion of the Class A common stock as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001, as set forth in the Company's Amended and Restated Certificate of Incorporation. The Company’s management re-evaluated the conclusion and determined that the Class A common stock included certain provisions that require the classification of the Class A common stock as temporary equity regardless of the minimum net tangible assets required to complete the Company’s initial business combination. As a result, management corrected the error by restating the classification of all Class A common stock to temporary equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock.

In connection with the change in presentation for the Class A common stock, the Company also restated its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation differs from the previously presented method of earnings per share, which was similar to the two-class method.

The Company initially determined the changes were not qualitatively material to the Company’s previously issued financial statements and did not restate its financial statements. Instead, the Company revised its previously issued financial statements, as of and for the period ended March 31, 2021 included in the Q1 Form 10-Q, in Note 2 to its Form 10-Q for the quarterly period ended September 30, 2021. Although the qualitative factors that management assessed tended to support a conclusion that the misstatements were not material, these factors were not strong enough to overcome the significant quantitative errors in the financial statements and it was subsequently determined that the qualitative and quantitative factors support a conclusion that the misstatements are material on a quantitative basis. As a result, management concluded that the misstatement was of such magnitude that it is probable that the judgment of a reasonable person relying upon the financial statements would have been influenced by the inclusion or correction of the foregoing items. As such, upon further consideration of the change, the Company determined the change in classification of the Class A common stock previously classified within permanent equity and the change to its presentation of earnings per share is material quantitatively and it should restate its previously issued financial statements.

Therefore, on January 10, 2022, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued (i) audited balance sheet as of February 26, 2021 on Form 8-K (the “Audited Balance Sheet”), included in Form 8-K dated March 4, 2021, as previously restated in the Q1 Form 10-Q, (ii) unaudited interim financial statements included in the Q1 Form 10-Q, (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 4, 2021 (the “Q2 Form 10-Q”), and (iv) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 5, 2021 (the “Q3 Form 10-Q”) (collectively, the “Affected Prior Periods”), should be restated and should no longer be relied upon.

As part of the Company’s assessment of its Class A Common Stock Subject to Possible Redemption, the Company identified an error in its accounting for its Private Placement Warrants. This error was identified after the Company had issued its Form 8-K on January 13, 2022, that described the then forthcoming restatements under Item 4.02 “Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review”. The error resulted from the incorrect accounting for the excess fair value over the proceeds received from the Private Placement Warrants. This was originally accounted for within stockholders’ equity, but the excess should have been recognized as a loss on the condensed statement of operations.

i

As such, the Company is restating the Audited Balance Sheet and its unaudited interim financial statements previously included in the Company’s Q1 Form 10-Q in this Form 10-Q/A, Amendment No. 1. The Company is amending the other periods included in the Affected Prior Periods in separate filings.

After re-evaluation, the Company’s management has concluded that in light of the errors described above, a material weakness existed in the Company’s internal control over financial reporting in analyzing complex financial instruments during the Affected Prior Periods and that the Company’s disclosure controls and procedures were not effective. This material weakness is additive to the material weakness previously identified and disclosed regarding the Company's accounting for Warrants, which was disclosed in the Company's Q1 Form 10-Q, Q2 Form 10-Q and Q3 Form 10-Q. The Company’s remediation plan with respect to such material weaknesses is described in more detail in Item 4 of Part I to this Quarterly Report on Form 10-Q/A.

The following items in this Form 10-Q/A have been amended as a result of this restatement:

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 4. Controls and Procedures

PART II. OTHER INFORMATION

Item 1A. Risk Factors

ii

BOA ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2021

TABLE OF CONTENTS

		Page
Part I. Financial Information
Item 1. Financial Statements (Unaudited)		1
	Condensed Balance Sheets (As Restated)	1
	Condensed Statement of Operations (As Restated)	2
	Condensed Statement of Changes in Stockholders’ Equity (Deficit) (As Restated)	3
	Condensed Statement of Cash Flows (As Restated)	4
	Notes to Condensed Financial Statements (As Restated)	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (As Restated)		21
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		23
Item 4. Controls and Procedures (As Restated)		23
Part II. Other Information		25
Item 1. Legal Proceedings		25
Item 1A. Risk Factors		25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities		26
Item 3. Defaults Upon Senior Securities		26
Item 4. Mine Safety Disclosures		26
Item 5. Other Information		26
Item 6. Exhibits		27
Signatures		28

iii

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BOA ACQUISITION CORP.

CONDENSED BALANCE SHEETS

(Unaudited)

	March 31, 2021		December 31, 2020
	(As Restated)
ASSETS
CURRENT ASSETS
Cash	$	1,162,779	$	25,050
Prepaid expenses		299,639		—
Total current assets		1,462,418		25,050
NONCURRENT ASSETS
Cash held in trust account		230,000,000		—
Other assets		229,167		—
Deferred offering costs associated with initial public offering		—		8,000
Total noncurrent assets		230,229,167		8,000
TOTAL ASSETS	$	231,691,585	$	33,050
LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable	$	3,307	$	993
Accrued deferred offering costs		—		8,000
Franchise tax payable		50,000		—
Total current liabilities		53,307		8,993
LONG-TERM LIABILITIES
Deferred underwriting commissions		8,050,000		—
Derivative warrant liabilities		15,214,516		—
Total liabilities		23,317,823		8,993
Commitments and Contingencies (Note 9)
Class A common stock subject to possible redemption; 23,000,000 and 0 shares as of March 31, 2021 and December 31, 2020, respectively, at redemption value of $10.00 per share		230,000,000		—
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively		—		—
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; no shares issued and outstanding (excluding 23,000,000 and 0 shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively		—		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020		575		575
Additional paid-in capital		—		24,425
Accumulated deficit		(21,626,813)		(943)
Total Stockholders’ Equity (Deficit)		(21,626,238)		24,057
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)	$	231,691,585	$	33,050

The accompanying notes are an integral part of these condensed financial statements.

1

BOA ACQUISITION CORP.

CONDENSED STATEMENT OF OPERATIONS

(Unaudited)

(As Restated)

	Three Months Ended
	March 31, 2021
OPERATING EXPENSES
General and administrative expenses	$	72,644
Franchise tax expense		50,000
Total operating expenses		(122,644)
OTHER EXPENSE
Underwriting discounts and offering costs attributed to derivative warrant liability		(438,197)
Change in fair value of derivative warrant liability		(819,517)
Total other expense		(1,257,714)
LOSS BEFORE INCOME TAX		(1,380,358)
Income tax expense		—
NET LOSS	$	(1,380,358)
Basic and diluted weighted average shares outstanding, Class A common stock		8,688,889
Basic and diluted net loss per share, Class A common stock	$	(0.10)
Basic and diluted weighted average shares outstanding, Class B common stock		5,750,000
Basic and diluted net loss per share, Class B common stock	$	(0.10)

The accompanying notes are an integral part of these condensed financial statements.

2

BOA ACQUISITION CORP.

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(As Restated)

(Unaudited)

	Class B			Additional				Total
	Common Stock			Paid-in		Accumulated		Stockholders'
	Shares	Amount		Capital		Deficit		Equity (Deficit)
Balance—December 31, 2020	5,750,000	$	575	$	24,425	$	(943)	$	24,057
Remeasurement of Class A common stock subject to possible redemption	—		—		(24,425)		(20,245,512)		(20,269,937)
Net loss	—		—		—		(1,380,358)		(1,380,358)
Balance—March 31, 2021	5,750,000	$	575	$	—	$	(21,626,813)	$	(21,626,238)

The accompanying notes are an integral part of these condensed financial statements.

3

BOA ACQUISITION CORP.

CONDENSED STATEMENT OF CASH FLOWS

(Unaudited)

(As Restated)

	Three Months Ended
	March 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,380,358)
Adjustments to reconcile net loss to net cash used in operating activities:
Underwriting discounts and offering costs attributed to warrant liability		438,197
Change in fair value of warrant liability		819,517
Changes in operating assets and liabilities:
Prepaid expenses		(528,806)
Accounts payable and accrued expenses		2,314
Franchise tax payable		50,000
Net cash used in operating activities		(599,136)
CASH FLOWS FROM INVESTING ACTIVITIES
Investment of cash in Trust Account		(230,000,000)
Net cash used in investing activities		(230,000,000)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from sale of Units, net of underwriting discounts paid		225,161,865
Proceeds from sale of Private Placement Warrants		6,575,000
Net cash provided by financing activities		231,736,865
NET CHANGE IN CASH		1,137,729
CASH, BEGINNING OF PERIOD		25,050
CASH, END OF PERIOD	$	1,162,779
SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES
Initial classification of derivative warrant liability	$	14,723,749
Initial classification value of common stock subject to possible redemption	$	230,000,000
Remeasurement of Class A common stock subject to possible redemption	$	20,269,937
Deferred underwriting fees charged to additional paid in capital	$	8,050,000

The accompanying notes are an integral part of these condensed financial statements.

4

BOA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(As Restated)

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Organization and Operations

BOA Acquisition Corp. (the “Company”) was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, and as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of March 31, 2021, the Company had not commenced any operations. All activity through March 31, 2021 relates to the Company’s formation, its Initial Public Offering (the “IPO”) and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash from the proceeds derived from the IPO (see below for more information on the IPO), and recognizes changes in the fair value of warrant liabilities as other income (expense).

Corporate Organization and Initial Public Offering

The Company was incorporated in Delaware on October 26, 2020. The Company’s sponsor is Bet on America LLC, a Delaware limited liability company (the “Sponsor”).

On February 26, 2021, the Company consummated its IPO of 23,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit, raising $230.0 million of gross proceeds. Of the 23,000,000 shares issued, 20,000,000 Units were included in the Company’s initial offering, and 3,000,000 Units resulted from the underwriter fully exercising its over-allotment option. The net proceeds of the IPO were $217.1 million, after deducting expenses and underwriting discounts and commissions of approximately $12.9 million, which includes $8.1 million in deferred underwriting commissions (see Note 9, Commitments and Contingencies, for more information).

Public Warrants

Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (each, a “Public Warrant” and, collectively, the “Public Warrants”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. In addition, if (x) the Company issues additional shares of Class A common stock for capital raising purposes in connection with the closing of our Initial Business Combination at an issue or effective issue price of less than $9.20 per share (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 shares of Class B common stock held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the amount that is the total equity proceeds (and interest thereon) , available for the funding of the Initial Business Combination on the date of the consummation (net of redemptions) and (z) the volume-weighted average trading price of our Class A common stock during the 20-trading-day period starting on the trading day prior to the date on which the Company consummates its Initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted, to the nearest cent, to 115% of the higher of the Newly Issued Price and the Market Value, and the $18.00 per share redemption trigger price described below will be adjusted, to the nearest cent, to be equal to 180% of the higher of the Newly Issued Price and the Market Value.

No fractional shares will be issued upon separation of the Units and only whole Public Warrants will trade. Each Public Warrant will become exercisable on the later of 30 days after the completion of the Company’s Initial Business Combination or 12 months from

5

BOA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(As Restated)

the closing of the Initial Public Offering and will expire five years after the completion of the Company’s Initial Business Combination or earlier upon redemption or liquidation.

Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants in whole and not in part at a price of $0.01 per Public Warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Public Warrant holders.

Private Placement Warrants

Simultaneously with the closing of the IPO, the Company consummated a private sale (the “Private Placement”) of 6,575,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor at a price of $1.00 per Private Placement Warrant, generating gross proceeds of approximately $6.6 million (see Note 6, Related Party Transactions, for more information). The Private Placement Warrants are identical to the Warrants included in the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale.

Transaction Costs

Transaction costs amounted to $12,888,135, consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting commissions, and $238,135 of other offering costs.

The Trust Account

Following the closing of the IPO, $230.0 million of the net proceeds of the sale of the Units and the Private Placement Warrants were placed in a trust account (the “Trust Account”). The funds in the Trust Account will be invested only in U.S. government treasury bills with a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and that invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the IPO and the Private Placement will not be released from the Trust Account until the earlier of: (i) the completion of the Company’s Initial Business Combination; (ii) the redemption of any shares of the Public Shares that have been properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of Public Shares if the Company does not complete its Initial Business Combination within 24 months from the closing of the IPO (or 30 months from the closing of the IPO if the Company has executed a letter of intent, agreement in principle or definitive agreement for the initial Business Combination within 24 months from the closing of the IPO but has not completed the initial Business Combination within such 24 month period) (the “Combination Period”) or (B) with respect to any other provision relating to stockholders’ right for pre-initial Business Combination activity; and (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an initial Business Combination within the Combination Period, subject to the requirements of law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders.

6

BOA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(As Restated)

Initial Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds of the IPO are intended to be generally applied toward consummating an initial Business Combination. The initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in the trust account) at the time of the agreement to enter into the initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an initial Business Combination.

The Company, after signing a definitive agreement for an initial Business Combination, will either (i) seek stockholder approval of the initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes. The decision as to whether the Company will seek stockholder approval of the initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under New York Stock Exchange rules. If the Company seeks stockholder approval, it will complete its initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of the initial Business Combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related initial Business Combination, and instead may search for an alternate initial Business Combination.

If the Company holds a stockholder vote or there is a tender offer for shares in connection with an initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes.

Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the initial 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 no 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 the Company’s taxes (less $100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), 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.

7

BOA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(As Restated)

The Sponsor and the Company’s directors, director nominees and officers have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) (see Note 6, Related Party Transactions, for more information) held by them if the Company fails to complete an initial Business Combination within the Combination Period. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires shares of Class A common stock in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial Business Combination within the Combination Period.

Separate trading of Class A common shares and Public Warrants

On March 31, 2021, the Company announced that, commencing March 31, 2021, the holders of the Company’s Units may elect to separately trade the Class A common stock and Public Warrants comprising the Units. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Those units not separated will continue to trade on the New York Stock Exchange under the symbol “BOAS.U,” and each of the shares of Class A common stock and Public Warrants that are separated will trade on the New York Stock Exchange under the symbols “BOAS” and “BOAS WS,” respectively.

NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (As Restated)

Warrant Liabilities

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the U.S. Securities and Exchange Commission (the “SEC”) 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 governing the Company’s warrants. As a result of the SEC Statement, the Company reevaluated the accounting treatment of the Public Warrants and the Private Placement Warrants which were previously accounted for as components of equity.

In further consideration of the guidance in Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”), ASC 815, Derivatives and Hedging (“ASC 815”), and more specifically ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity (“ASC 815-40”), the Company concluded that certain provisions in the warrant agreement related to certain tender or exchange offers that preclude the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as derivative liabilities on the balance sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statement of operations in the period of change. See Notes 3 and 4 for more information on the accounting for the Warrants.

Further, as a result of the classification of the Warrants as derivative liabilities and in accordance with ASC 470-20, Debt with Conversion and Other Options (“ASC 470-20), applied by analogy, the Company expensed a portion of the offering costs originally recorded as a reduction in equity. See Note 3 for more information on the allocation of issuance costs.

The Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported cash.

8

BOA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(As Restated)

Class A Common Stock Subject to Possible Redemption

The Company’s management re-evaluated the Company’s application of ASC 480-10-S99 to its accounting classification of its Class A common stock subject to possible redemption issued as part of the units sold in the Company’s IPO on February 26, 2021. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity, or total stockholders’ equity, due to the Company’s requirement to maintain at least $5,000,001 of tangible net assets. Pursuant to this re-evaluation, the Company’s management determined that all Class A common stock subject to redemption include provisions that require classification of the Class A common stock as temporary equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock.

In connection with the change in presentation for the Class A common stock subject to redemption, the Company also restated its earnings per share calculation to allocate net income (loss) to Class A and Class B common stock on a pro rata basis based on weighted average shares outstanding. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of commons stock share pro rata in the income (loss) of the Company.

The Company included Note 10, Class A Common Stock Subject to Possible Redemption, in its restated Notes to Condensed Financial Statements that describes the number of Class A shares that are subject to possible redemption, and also provides a reconciliation of the gross IPO proceeds to the Class A common stock subject to possible redemption as of the date of the condensed balance sheet.

As part of the Company’s assessment of its Class A Common Stock Subject to Possible Redemption, the Company identified an additional error in its accounting for its Private Placement Warrants. When the fair value of the warrants at the date of issuance is in excess of the proceeds received, the difference is recorded as a loss as of the date of issuance. As a result, the Company recognized a $328,750 loss during the three months ended March 31, 2021 related to the difference between the fair value of the Private Placement Warrants and the proceeds from the Private Placement Warrants. This loss is included in the accompanying condensed statement of operations within “Change in fair value of derivative warrant liability.”
​

Further, this Amendment No. 1 on Form 10-Q/A for the quarterly period ended March 31, 2021 includes minor formatting, wording and grammar changes to the condensed financial statements and Notes to Condensed Financial Statements.

Impact

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections noted above and has determined that the related impact was material to the Affected Periods that contained the errors. Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Periods should be restated to present (i) all Class A common stock as temporary equity, (ii) to recognize remeasurement from the initial book value to redemption value at the time of its IPO, (iii) to correct its accounting for the excess of fair value over the proceeds received for its Private Placement Warrants, (iv) to correct its earnings per share calculation, and (v) properly reflect the classification of warrants. As such, the Company is reporting these restatements to those Affected Periods in this quarterly report.

9

BOA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(As Restated)

The following table summarizes the effect of the restatements on the Company’s financial statements for the Affected Periods:

					Adjustments for Class A
					common stock
			Warrant		subject to possible
	As Previously		liabilities		redemption and Private
Balance Sheet as of February 26, 2021	reported		adjustments		Placement Warrants		As Restated
Derivative warrant liabilities	$	—	$	14,723,749	$	—	$	14,723,749
Total liabilities	$	8,180,512	$	14,723,749	$	—	$	22,904,261
Class A common stock subject to redemption	$	218,731,720	$	(14,723,740)	$	25,992,020	$	230,000,000
Class A Common stock	$	113	$	147	$	(260)	$	—
Additional paid-in capital	$	5,004,457	$	438,041	$	(5,442,498)	$	—
Accumulated deficit	$	(5,135)	$	(438,197)	$	(20,549,262)	$	(20,992,594)
Total Stockholders' Equity (Deficit)	$	5,000,010	$	(9)	$	(25,992,020)	$	(20,992,019)
Total redeemable common stock and stockholders' equity (deficit)	$	231,912,242		—		—		231,912,242
Shares of Class A common stock subject to redemption		21,873,172		(1,472,374)		2,599,202		23,000,000
Shares of Class A common stock		1,126,828		1,472,374		(2,599,202)		—
Balance Sheet as of March 31, 2021 (unaudited)
Class A common stock subject to redemption	$	203,373,760	$	—	$	26,626,240	$	230,000,000
Class A Common stock	$	266	$	—	$	(266)	$	—
Additional paid-in capital	$	6,051,712	$	—	$	(6,051,712)	$	—
Accumulated deficit	$	(1,052,551)	$	—	$	(20,574,262)	$	(21,626,813)
Total Stockholders' Equity (Deficit)	$	5,000,002	$	—	$	(26,626,240)	$	(21,626,238)
Shares of Class A common stock subject to redemption		20,337,376		—		2,662,624		23,000,000
Shares of Class A common stock		2,662,624		—		(2,662,624)		—
Statement of Operations for the three months ended March 31, 2021 (unaudited)
Change in fair value of derivative warrant liability	$	(490,767)	$	—	$	(328,750)	$	(819,517)
Total other expense	$	(928,964)	$	—	$	(328,750)	$	(1,257,714)
Loss before income tax	$	(1,051,608)	$	—	$	(328,750)	$	(1,380,358)
Net loss	$	(1,051,608)	$	—	$	(328,750)	$	(1,380,358)
Basic and diluted Class A weighted-average shares outstanding		20,398,876		—		(11,709,987)		8,688,889
Basic and diluted Class A net income (loss) per share	$	—		—	$	(0.10)	$	(0.10)
Basic and diluted Class B weighted-average shares outstanding		6,732,625		—		(982,625)		5,750,000
Basic and diluted Class B net income (loss) per share	$	(0.16)		—	$	0.06	$	(0.10)
Statement of Changes in Stockholders’ Equity (Deficit) for the three months ended March 31, 2021 (unaudited)
Sale of units in initial public offering, net of allocation to warrant liability, underwriting discounts and other offering costs	$	217,550,062	$	—	$	(217,550,062)	$	—
Sale of Private Placement Warrants	$	6,575,000	$	—	$	(6,575,000)	$	—
Initial classification of common stock subject to possible redemption	$	(204,007,980)	$	—	$	204,007,980	$	—
Change in common stock subject to possible redemption	$	634,220	$	—	$	(634,220)	$	—
Remeasurement of Class A common stock subject to possible redemption	$	—	$	—	$	(20,269,937)	$	(20,269,937)
Net loss	$	(1,051,608)	$	—	$	(328,750)	$	(1,380,358)
Statement of Cash Flows for the three months ended March 31, 2021 (unaudited)
Net loss	$	(1,051,608)	$	—	$	(328,750)	$	(1,380,358)
Change in fair value of warrant liability	$	490,767	$	—	$	328,750	$	819,517
SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES
Initial classification of common stock subject to redemption	$	204,007,980	$	—	$	25,992,020	$	230,000,000
Change in value of common stock subject to possible redemption	$	(634,220)	$	—	$	634,220	$	—
Remeasurement of Class A common stock subject to possible redemption	$	—	$	—	$	20,269,937	$	20,269,937

10

BOA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(As Restated)

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and should be read in conjunction with the Company’s final prospectus as filed with the SEC on February 17, 2021. Accordingly, certain disclosures required by GAAP and normally included in Annual Reports on Form 10-K have been condensed or omitted from this report; however, except as disclosed herein, there has been no material change in the information disclosed in the notes to condensed financial statements included in the Company’s 2020 financial statements.

It is the opinion of management that all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation of interim financial information, have been included. The Company has no items of other comprehensive income or loss; therefore, its net income or loss is identical to its comprehensive income or loss. Operating results for the periods presented are not necessarily indicative of expected results for the full year or for any future interim periods.

Use of Estimates

In the course of preparing the condensed financial statements, management makes various assumptions, judgments and estimates to determine the reported amounts of assets, liabilities, income and expenses, and in the disclosures of commitments and contingencies. Changes in these assumptions, judgments and estimates will occur as a result of the passage of time and the occurrence of future events. Although management believes these estimates are reasonable, actual results could differ from these estimates.

Estimates made in preparing these condensed financial statements include, among other things, (1) the measurement of derivative warrant liabilities and (2) accrued expenses. Changes in these estimates and assumptions could have a significant impact on results in future periods.

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 March 31, 2021 and December 31, 2020.

Cash Held in Trust Account

At March 31, 2021, the Company had $230.0 million in cash held in the Trust Account that were held in U.S. Treasury Bills.

Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Certain financial assets and liabilities, such as the derivative warrant liability, are measured at fair value on a recurring basis. Nonfinancial assets and liabilities, if any, are recognized at fair value on a nonrecurring basis.

11

BOA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(As Restated)

The Company categorizes the inputs to the fair value of its financial assets and liabilities using a three-tier fair value hierarchy, established by the FASB, that prioritizes the significant inputs used in measuring fair value. These levels are:

Level 1—inputs are based on unadjusted quoted prices that are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Examples of Level 1 inputs include financial instruments such as exchange-traded derivatives, listed securities and U.S. government treasury securities.

Level 2— inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, credit spreads, foreign exchange rates, and forward and spot prices for currencies. Examples of Level 2 inputs include nonexchange-traded derivatives such as over-the-counter forwards, swaps and options.

Level 3—inputs that are generally unobservable from objective sources and typically reflect management’s estimates and assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash held in Trust Account. The Company’s Trust Account is maintained with a high-quality financial institution, with the compositions and maturities of the Trust Account’s investments are regularly monitored by management.

Derivative Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

12

BOA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(As Restated)

The Company further evaluated the Public Warrants and Private Placement Warrants (collectively, the “Warrants”, which are discussed in Note 4, Note 5, and Note 6) in accordance with ASC 815-40 and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as a component of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants were measured at fair value at inception (on the date of the IPO) and recorded as derivative warrant liabilities on the condensed balance sheets. The Warrants are subject to remeasurement at each reporting date until exercised in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized on the statement of operation in the period of change. The fair value of the Public Warrants was estimated using a Monte Carlo simulation approach, while the fair value of the Private Placement Warrants was estimated using a Black-Scholes option pricing model (see Note 4, Fair Value Measurements, for more information).

Allocation of Issuance Costs

The Company accounts for the allocation of its issuance costs to its Warrants using the guidance in ASC 470-20, applied by analogy. Under this guidance, if debt or stock is issued with detachable warrants, the proceeds need to be allocated to the two instruments using either the fair value method, the relative fair value method, or the residual value method. The guidance also requires companies to use a consistent approach in allocating issuance costs between the instruments. Accordingly, the Company allocated its issuance costs of $12,888,135—consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting commissions, and $238,135 of other offering costs—to the issuance of its Class A shares and Public Warrants in the amount of $12,449,938 and $438,197, respectively. Issuance costs attributed to the Public Warrants were expensed during the three months ended March 31, 2021, to the condensed statement of operations. Issuance costs associated with the issuance of Class A common stock were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the IPO. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021, 23,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. Immediately upon the closing of the IPO, the Company recognized the remeasurement from initial book value to the redemption amount, which approximates fair value. The change in the carrying value of Class A common stock subject to possible redemption resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit and Class A common stock.

Recently Issued Accounting Standards

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

NOTE 4 — FAIR VALUE MEASUREMENTS

Financial Assets and Liabilities Measured on a Recurring Basis

Certain assets and liabilities are reported at fair value on a recurring basis. These assets and liabilities include the investments held in Trust Account, and derivative warrant liabilities.

13

BOA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(As Restated)

The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis and where they are classified within the fair value hierarchy at March 31, 2021. The Company did not have any assets or liabilities that were measured at fair value on a recurring basis at December 31, 2020.

	Fair Value Measured as of March 31, 2021
	Level 1		Level 2		Level 3
Assets:
Investments held in Trust Account (1)
	$	230,000,000	$	—	$	—
Liabilities:
Derivative warrant liabilities - Public Warrants (2)	$	—	$	—	$	8,126,666
Derivative warrant liabilities - Private Placement Warrants (3)	$	—	$	—	$	7,087,850

(1) The fair value of the investments held in Trust Account was based on the quoted market price.

(2) The fair value of the derivative warrant liabilities – Public Warrants was based on a Monte Carlo valuation model.

(3) The fair value of the derivative warrant liabilities – Private Placement Warrants was based on a Black-Scholes model.

Investments held in Trust Account. At March 31, 2021, the investments held in Trust Account were entirely comprised of U.S. Treasury Bills. During the three months ended March 31, 2021, the Company did not withdraw any interest income from the Trust Account.

Derivative Warrant Liabilities. The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within derivative warrant liabilities on the condensed balance sheets. The derivative warrant liabilities were 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 condensed statement of operations. There were no transfers between Levels 1, 2 or 3 during the three months ended March 31, 2021.

The estimated fair value of the Public Warrants was estimated using a Monte Carlo simulation (“Monte Carlo”), while the fair value of the Private Placement Warrants was estimated using a Black-Scholes option pricing model (“Black-Scholes”) (collectively with Monte Carlo, the “Pricing Models”). Both Pricing Models include assumptions classified as Level 3 inputs.

The following table presents information and assumptions used to determine the estimated fair values using the Pricing Models:

				As of
	Initial Measurement			March 31, 2021
Strike price	$	11.50		$	11.50
Term (in years)		6.0			5.9
Risk-free rate		0.9	%		1.1	%
Volatility		17.0	%		17.0	%
Dividend yield		0.0	%		0.0	%
Fair value of Public Warrants	$	1.02		$	1.06
Fair value of Private Placement Warrants	$	1.05		$	1.08

The following contains additional information regarding the inputs used in the Pricing Models:

● Term – the expected life of the warrants was assumed to be equivalent to their remaining contractual term.

● Risk-free rate – the risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the Warrants.

14

BOA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(As Restated)

● Volatility – the Company estimated the volatility of its common stock warrants based on implied volatility and actual historical volatility of a group of comparable publicly traded companies observed over a historical period equal to the expected remaining life of the Warrants.

● Dividend yield – the dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the Private Placement Warrants.

The change in fair value of the derivative warrant liabilities, net of expense related to the initial fair value of the Private Warrants in excess of proceeds received, through March 31, 2021 is as follows:

			Private Placement		Total Derivative
	Public Warrants		Warrants		Warrant Liability
Derivative warrant liabilities at December 31, 2020	$	—	$	—	$	—
Issuance of Public and Private Warrants		7,819,999		6,903,750		14,723,749
Change in fair value of warrant liabilities		306,667		184,100		490,767
Derivative warrant liabilities at March 31, 2021	$	8,126,666	$	7,087,850	$	15,214,516

Fair Value of Other Financial Instruments

The carrying value of cash and accounts payable are considered to be representative of their respective fair values due to the nature of and short-term maturities of those instruments.

NOTE 5 — STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. At March 31, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of March 31, 2021, there were no shares of Class A common stock issued and outstanding (excluding 23,000,000 shares of Class A common stock subject to possible redemption).

If the Company enters into an initial Business Combination, it may (depending on the terms of such an initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on the initial Business Combination to the extent the Company seeks stockholder approval in connection with the initial Business Combination.

In addition, 23,000,000 shares of Class A common stock are redeemable upon the consummation of the Company’s initial Business Combination, subject to limitation described in Note 1. In addition, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will cease all operations except for the purpose of winding up and redeem the shares of Class A common stock at a per-share price equal to the aggregate amount then on deposit in the Trust Account, divided by the number of then outstanding Public Shares (see Note 1, Description of Organization and Business Operations, for more information). The Company classified the shares of Class A common stock subject to redemption rights as temporary equity in the event of the consummation of the Company’s initial Business Combination is not solely within the control of the Company.

Class B Common Stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. At December 31, 2020, 5,750,000 shares of Class B common stock were issued and outstanding, of which 750,000 shares were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised. These amounts have been retroactively adjusted to reflect the February 24, 2021 stock dividend of 0.14 shares, described in Note 6, Related Party Transactions.

15

BOA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(As Restated)

Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, except as required by law.

The Sponsor, the Company’s officers and directors entered into a letter agreement with the Company, pursuant to which they agreed (i) to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination, (ii) to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s certificate of incorporation and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to their Public Shares if the Company fails to complete the initial Business Combination within such time period.

Warrant Liabilities — Public Warrants may only be exercised for a whole number of shares. 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 IPO; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of 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.

The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be 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 Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The Company may redeem the Public Warrants (except with respect to the Private Placement Warrants):

● in whole and not in part;

● at a price of $0.01 per warrant;

● at any time during the exercise period;

● upon a minimum of 30 days’ prior written notice of redemption; and

● if, and only if, the last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

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

16

BOA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(As Restated)

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.

The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. 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.

NOTE 6 — RELATED PARTY TRANSACTIONS

Founder Shares

On December 31, 2020, the Sponsor purchased 5,031,250 shares of Class B common stock (the “Founder Shares”) for an aggregate price of $25,000, or approximately $0.005 per share. The Sponsor has agreed to forfeit up to 656,250 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. On February 24, 2021, the Company effected a stock dividend of 0.14 shares of Class B common stock, resulting in the Sponsor holding an aggregate of 5,750,000 Founder Shares (up to 750,000 Founder Shares of which are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised), representing an adjusted purchase price of approximately $0.004 per share. The financial statement has been retroactively restated to reflect the stock dividend.

The Founder Shares are identical to the Class A common stock included in the Units being sold in the IPO except that the Founder Shares automatically convert into shares of Class A common stock at the time of the Company’s initial Business Combination, on a one-for-one basis, subject to adjustments pursuant to certain anti-dilution rights, and the Founder Shares are subject to certain transfer restrictions.

The Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 180 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Private Placement

As described in Note 1, Description of Organization and Business Operations, the Company sold Private Placement Warrants simultaneously with the closing of the IPO. Each whole Private Placement Warrant is exercisable for one whole share of the Company’s Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants were added to the proceeds from the IPO to be held in the Trust Account. If the initial Business Combination is not completed within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

The Private Placement Warrants are non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Private Placement Warrants are not transferrable, assignable or salable until 30 days after the completion of the initial Business Combination.

17

BOA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(As Restated)

The excess fair value over the proceeds received for the Private Placement Warrants is recorded as a loss in the accompanying condensed statement of operations within “Change in fair value of derivative warrant liability.”

Related Party Loan

The Company’s Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This Note was non-interest bearing and payable on the earlier of May 31, 2021 or the completion of the IPO. The Company did not borrow any amount under the Note prior to the IPO.

In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. 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 warrants at a price of $1.00 per warrant. These warrants would be identical to the Private Placement Warrants. To date, the Company has had no Working Capital Loans outstanding.

NOTE 7 — INCOME TAXES

The Company’s provision for income taxes for the three months ended March 31, 2021 is based on the estimated annual effective tax rate, in addition to discrete items. As of March 31, 2021 and December 31, 2020, the Company has provided a valuation allowance against its net deferred tax assets that it believes, based on the weight of available evidence, are not more likely than not to be realized. Therefore, no material current tax liability or expense has been recorded in the condensed financial statements.

NOTE 8 — NET LOSS PER COMMON SHARE (As Restated)

The Company has two classes of shares, Class A common stock and Class B common stock. Net income (loss) per common share is computed by dividing net loss, on a pro rata basis, by the weighted average number of common shares outstanding for the period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from net loss per common share as the redemption value approximates fair value.

The Company has not considered the effect of the warrants sold in the IPO and Private Placement to purchase 14,241,666 shares of Class A common stock in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As of March 31, 2021, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the period presented.

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BOA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(As Restated)

Reconciliation of Net Loss per Common Share

The following table reflects the calculation of basic and diluted net loss per common share:

	Three Months Ended
	March 31, 2021
	Class A		Class B
Basic and diluted net loss per share
Numerator
Allocation of net loss	$	(830,658)	$	(549,700)
Denominator
Weighted-average shares outstanding		8,688,889		5,750,000
Basic and diluted net loss per share	$	(0.10)	$	(0.10)

NOTE 9 — COMMITMENTS AND CONTINGENCIES

Registration Rights

Pursuant to a registration rights agreement, dated February 23, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were paid a cash underwriting discount of 2.0% of the gross proceeds of the IPO, or $4.6 million, with an additional fee (the “Deferred Discount”) of 3.5% of the gross offering proceeds payable upon the Company’s completion of an initial Business Combination. This Deferred Discount of $8.1 million has been recorded as Deferred Underwriting Commissions in the balance sheet as of March 31, 2021. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination.

NOTE 10 — CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (As Restated)

The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. As of March 31, 2021, there were 23,000,000 shares of Class A common stock outstanding, all of which were subject to possible redemption.

19

BOA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(As Restated)

As of March 31, 2021, Class A common stock subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table:

Gross Proceeds	$	230,000,000
Less:
Offering costs and underwriting fees allocated to Class A common stock subject to possible redemption		(12,439,938)
Proceeds allocated to Public Warrants at issuance		(7,819,999)
Plus:
Remeasurement of Class A common stock subject to possible redemption		20,269,937
Class A common stock subject to possible redemption	$	230,000,000

NOTE 11 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions through the date these financial statements were issued. The Company determined there were no events, other than those described in Note 2, that required disclosure or recognition in these condensed financial statements.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to BOA Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, references to the “Sponsor” refer to Bet on America LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

In this Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2021, we are restating our unaudited interim financial statements as of March 31, 2021. See Note 2 for additional information.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. All activity from our inception through the date of our IPO, February 26, 2021, was in preparation for our IPO. Since our IPO, our activity has been limited to the evaluation of Business Combination candidates. We do not expect to generate any operating revenues until the closing and completion of our Business Combination. We expect to generate non-operating income in the form of interest income on marketable securities held after the Initial Public Offering. We incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

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For the three months ended March 31, 2021, we had a net loss of approximately $1,380,358, which consisted of $72,644 in operating costs, $50,000 of franchise tax expense, issuance costs attributed to the warrant liability of $438,197, and a $819,517 loss from changes in fair value of derivative warrant liabilities.

As described in Note 3, Summary of Significant Accounting Policies, in “Part 1. Financial Information – Item 1. Financial Statements,” we classify the warrants issued in connection with our IPO and Private Placement as liabilities at their fair value, and adjust the derivative warrant liabilities to fair value at each reporting period. These liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations.

Liquidity and Capital Resources

Prior to the completion of the IPO, our liquidity needs were satisfied through receipt of $25,000 from the sale of Founder Shares to Bet on America LLC, or the “Sponsor”.

On February 26, 2021, we consummated the IPO of 23,000,000 Units at a price of $10.00 per Unit generating net proceeds of $217,111,865. Transaction costs were $12,888,135, including $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $238,135 of other offering costs in connection with the IPO. Simultaneously with the closing of the IPO, we consummated the sale of 6,575,000 Private Placement Warrants to our Sponsor at a price of $1.00 per warrant, generating gross proceeds of $6,575,000. Following the IPO and the sale of the Private Placement Warrants, a total of $230,000,000 was placed in a Trust Account.

For the three months ended March 31, 2021, cash used in operating activities was $599,136. Net loss of $1,380,358 was reduced by the issuance costs attributed to the warrant liabilities of $438,197, and the non-cash change in fair value of the derivative warrant liabilities of $819,517. Additionally, changes in operating assets and liabilities provided $476,492 of cash used in operating activities.

As of March 31, 2021, we had cash and marketable securities in the Trust Account of $230,000,000. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions) to complete our initial Business Combination. We may withdraw interest from the trust account to pay franchise and income taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of March 31, 2021, we had cash of $1,162,779 held outside the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies and/or finance transaction costs in connection with an initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial Business Combination, we would repay such loaned amounts. In the event that our initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us,

22

we will be forced to cease operations and liquidate the Trust Account. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Critical Accounting Policies

Our management makes a number of significant estimates, assumptions and judgments in the preparation of our financial statements. See “Note 2—Summary of Significant Account Policies” in our final prospectus, as filed with the SEC on February 17, 2021, for a discussion of the estimates and judgments necessary in our accounting for common stock subject to possible redemption, and net income (loss) per common share. Any new accounting policies or updates to existing accounting policies as a result of new accounting pronouncements have been included in the notes to our condensed financial statements contained in this Amendment No. 1 on Form 10-Q/A. The application of our critical accounting policies may require management to make judgments and estimates about the amounts reflected in the condensed financial statements. Management uses historical experience and all available information to make these estimates and judgments. Different amounts could be reported using different assumptions and estimates.

Recent Accounting Pronouncements

Please refer to Note 3, Summary of Significant Accounting Policies, in “Part 1. Financial Information – Item 1. Financial Statements” for a discussion of recent accounting pronouncements and their anticipated effect on our business.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of March 31, 2021, we were not subject to any market or interest rate risk. Following the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in certain U.S. government securities with a maturity of 180 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2021. Based upon their evaluation, and in light of the material weakness identified related to accounting for complex financial instruments, as described below, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of March 31, 2021.

The Company’s management concluded that our control around the interpretation and accounting for certain complex features of the Class A common stock subject to redemption and warrants issued by the Company was not effectively designed or maintained. This material weakness resulted in the restatement of the Company’s audited balance sheet as of February 26, 2021 and its interim financial statements for the quarter ended March 31, 2021. Additionally, this material weakness could result in a misstatement of complex accounting transactions and related accounts and disclosures that would result in a material misstatement of the financial statements that would not be prevented or detected on a timely basis.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such

23

information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Remediation Plan

After identifying the material weakness, we have commenced our remediation efforts by taking the following steps:

● We have expanded and improved our review process for complex securities and related accounting standards.

● We have increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications.

● We have also retained the services of a valuation expert to assist in valuation analysis of the Warrants on a quarterly basis.

● We are establishing additional monitoring and oversight controls designed to ensure the accuracy and completeness of our financial statements and related disclosures.

While we took considerable action to remediate the material weakness, such remediation has not been fully evidenced. We have expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal control over financial reporting. While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.

Changes in Internal Control Over Financial Reporting

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. In light of the material weakness discussed above, we plan to continue to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand complex accounting standards that apply to our financial statements.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our final prospectus filed with the SEC on February 25, 2021. As of the date of this Report, there have been no material changes to the risk factors disclosed in our final prospectus filed with the SEC, except for the below.

Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC 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 warrants that have certain settlement terms and provisions related to certain tender offers or warrants which do not meet the criteria to be considered indexed to an entity’s own stock, which terms are similar to those contained in the warrant agreement governing our Warrants. As a result of the SEC Statement, we evaluated the accounting treatment of our Public Warrants and Private Placement Warrants and determined that the Warrants should be recorded as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.

As a result, included on our balance sheet as of March 31, 2021 contained elsewhere in this Form 10-Q are derivative liabilities related to embedded features contained within our Warrants. Accounting Standards Codification 815-40, Derivatives and Hedging — Contracts on an Entity's Own Equity, provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the condensed statement of operations. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly, based on factors, which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our Warrants each reporting period and that the amount of such gains or losses could be material.

We have identified a material weakness in our internal control over financial reporting as of March 31, 2021. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

Following this issuance of the SEC Statement, after consultation with our independent registered public accounting firm, our management concluded that, in light of that, the correction of accounting for our warrants and our Class A common stock subject to possible redemption resulted in a material weakness in our internal controls over financial reporting relating to accounting for complex financial instruments.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

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If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

We may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.

As a result of such material weakness, the change in accounting for the Warrants and Class A common stock subject to possible redemption, and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the material weakness in our internal control over financial reporting and the preparation of our financial statements. As of the date of this Form 10-Q, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete a Business Combination.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On February 26, 2021, we consummated our Initial Public Offering of 23,000,000 Units, inclusive of 3,000,000 Units sold to the underwriters upon the election to partially exercise their over-allotment option, at a price of $10.00 per Unit, generating total gross proceeds of $230,000,000. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share, and one-third of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share Ordinary Share for $11.50 per share. The securities sold in the offering were registered under the Securities Act on registration statements on Form S-1 (No. 333-252739). The registration statements became effective on February 23, 2021.

Simultaneously with the consummation of the Initial Public Offering, we consummated the sale of 6,575,000 Private Placement Warrants to our Sponsor at a price of $1.00 per Private Placement Warrant, generating total proceeds of $6,575,000. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Private Placement Warrants are identical to the warrants sold as part of the Units in the Initial Public Offering except that, so long as they are held by the Sponsor or its permitted transferees: (1) they will not be redeemable by us (except in certain redemption scenarios when the price per Class A ordinary share equals or exceeds $10.00 (as adjusted)); (2) they (including the Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of our Business Combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the Class A common stock issuable upon exercise of these warrants) are entitled to registration rights.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

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ITEM 6. EXHIBITS.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q/A.

No.	Description of Exhibit
31.1*	Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	Inline XBRL Instance Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*     Filed herewith.

**   Furnished.

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SIGNATURES

Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BOA ACQUISITION CORP.
Date: January 20, 2022		/s/ Brian Friedman
	Name:	Brian Friedman
	Title:	Chief Executive Officer
		(Principal Executive Officer)
Date: January 20, 2022		/s/ Benjamin A. Friedman
	Name:	Benjamin A. Friedman
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

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EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a) AS

ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Brian Friedman, certify that:

1. I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of BOA Acquisition Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) [Omitted];

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: January 19, 2022	/s/ Brian Friedman
	Brian Friedman
	Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a) AS

ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Benjamin A. Friedman, certify that:

1. I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of BOA Acquisition Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) [Omitted];

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: January 19, 2022	/s/ Benjamin A. Friedman
	Benjamin A. Friedman
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with Amendment No. 1 to the Quarterly Report of BOA Acquisition Corp. (the “Company”) on Form 10-Q/A for the quarterly period ended March 31, 2021, as filed with the Securities and Exchange Commission (the “Report”), I, Brian D. Friedman, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Date: January 19, 2022
	By:	/s/ Brian D. Friedman
		Brian D. Friedman
		Chief Executive Officer
		(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with Amendment No. 1 to the Quarterly Report of BOA Acquisition Corp. (the “Company”) on Form 10-Q/A for the quarterly period ended March 31, 2021, as filed with the Securities and Exchange Commission (the “Report”), I, Benjamin A. Friedman, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Date: January 19, 2022
	By:	/s/ Benjamin A. Friedman
		Benjamin A. Friedman
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2021	May 21, 2021
Document Information [Line Items]
Document Type	10-Q/A
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2021
Entity File Number	001-40102
Entity Registrant Name	BOA ACQUISITION CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-4252723
Entity Address, Address Line One	2600 Virginia Ave NW,
Entity Address, Address Line Two	Suite T23 Management Office
Entity Address, City or Town	Washington
Entity Address State Or Province	DC
Entity Address, Postal Zip Code	20037
City Area Code	888
Local Phone Number	211-3261
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001838544
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Amendment Flag	true
Amendment Description	Amendment No. 1
Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant
Trading Symbol	BOAS.U
Security Exchange Name	NYSE
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	BOAS
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		23,000,000
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at a price of $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at a price of $11.50 per share
Trading Symbol	BOAS WS
Security Exchange Name	NYSE
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,750,000

XML

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2021	Dec. 31, 2020
CURRENT ASSETS
Cash	$ 1,162,779	$ 25,050
Prepaid expenses	299,639
Total current assets	1,462,418	25,050
NONCURRENT ASSETS
Cash held in trust account	230,000,000
Other assets	229,167
Deferred offering costs associated with initial public offering		8,000
Total noncurrent assets	230,229,167	8,000
TOTAL ASSETS	231,691,585	33,050
CURRENT LIABILITIES
Accounts payable	3,307	993
Accrued deferred offering costs		8,000
Franchise tax payable	50,000
Total current liabilities	53,307	8,993
LONG-TERM LIABILITIES
Deferred underwriting commissions	8,050,000
Derivative warrant liabilities	15,214,516
Total Liabilities	23,317,823	8,993
Commitments and Contingencies (Note 9)
Class A common stock subject to possible redemption; 23,000,000 and 0 shares as of March 31, 2021 and December 31, 2020, respectively, at redemption value of $10.00 per share	230,000,000
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively
Additional paid-in capital		24,425
Accumulated deficit	(21,626,813)	(943)
Total Stockholders' Equity (Deficit)	(21,626,238)	24,057
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)	231,691,585	33,050
Class A Common Stock
LONG-TERM LIABILITIES
Class A common stock subject to possible redemption; 23,000,000 and 0 shares as of March 31, 2021 and December 31, 2020, respectively, at redemption value of $10.00 per share	230,000,000
Class B Common Stock
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock	$ 575	$ 575

XML

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Preferred stock, par value (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock
Common shares, par value (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	380,000,000	380,000,000
Common shares, shares issued	0	0
Common shares, shares outstanding	0	0
Temporary equity, shares outstanding	23,000,000	0
Temporary equity, redemption value (per share)	$ 10.00	$ 10.00
Class B Common Stock
Common shares, par value (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	20,000,000	20,000,000
Common shares, shares issued	5,750,000	5,750,000
Common shares, shares outstanding	5,750,000	5,750,000

XML

CONDENSED STATEMENT OF OPERATIONS	3 Months Ended
	Mar. 31, 2021 USD ($) $ / shares shares
OPERATING EXPENSES
General and administrative expenses	$ 72,644
Franchise tax expense	50,000
Total operating expenses	(122,644)
OTHER EXPENSE
Underwriting discounts and offering costs attributed to derivative warrant liability	(438,197)
Change in fair value of derivative warrant liability	(819,517)
Total other expense	(1,257,714)
LOSS BEFORE INCOME TAX	(1,380,358)
NET LOSS	$ (1,380,358)
Class A Common Stock
OTHER EXPENSE
Basic and diluted weighted average shares outstanding | shares	8,688,889
Basic and diluted net loss per share | $ / shares	$ (0.10)
Class B Common Stock
OTHER EXPENSE
Basic and diluted weighted average shares outstanding | shares	5,750,000
Basic and diluted net loss per share | $ / shares	$ (0.10)

XML

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - 3 months ended Mar. 31, 2021 - USD ($)	Class A Common Stock	Class B Common Stock Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020		$ 575	$ 24,425	$ (943)	$ 24,057
Balance at the beginning (in shares) at Dec. 31, 2020		5,750,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement of Class A common stock subject to possible redemption	$ (20,269,937)		$ (24,425)	(20,245,512)	(20,269,937)
Net loss				(1,380,358)	(1,380,358)
Balance at the end at Mar. 31, 2021		$ 575		$ (21,626,813)	$ (21,626,238)
Balance at the end (in shares) at Mar. 31, 2021		5,750,000

XML

CONDENSED STATEMENT OF CASH FLOWS	3 Months Ended
	Mar. 31, 2021 USD ($)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (1,380,358)
Adjustments to reconcile net loss to net cash used in operating activities:
Underwriting discounts and offering costs attributed to warrant liability	438,197
Change in fair value of warrant liability	819,517
Changes in operating assets and liabilities:
Prepaid expenses	(528,806)
Accounts payable and accrued expenses	2,314
Franchise tax payable	50,000
Net cash used in operating activities	(599,136)
CASH FLOWS FROM INVESTING ACTIVITIES
Investment of cash in Trust Account	(230,000,000)
Net cash used in investing activities	(230,000,000)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from sale of Units, net of underwriting discounts paid	225,161,865
Proceeds allocated to Public Warrants at issuance	6,575,000
Net cash provided by financing activities	231,736,865
NET CHANGE IN CASH	1,137,729
CASH, BEGINNING OF PERIOD	25,050
CASH, END OF PERIOD	1,162,779
SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES
Initial classification of derivative warrant liability	14,723,749
Initial classification value of common stock subject to possible redemption	230,000,000
Remeasurement of Class A common stock subject to possible redemption	20,269,937
Deferred underwriting fees charged to additional paid in capital	$ 8,050,000

XML

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

3 Months Ended

Mar. 31, 2021

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Organization and Operations

BOA Acquisition Corp. (the “Company”) was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, and as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of March 31, 2021, the Company had not commenced any operations. All activity through March 31, 2021 relates to the Company’s formation, its Initial Public Offering (the “IPO”) and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash from the proceeds derived from the IPO (see below for more information on the IPO), and recognizes changes in the fair value of warrant liabilities as other income (expense).

Corporate Organization and Initial Public Offering

The Company was incorporated in Delaware on October 26, 2020. The Company’s sponsor is Bet on America LLC, a Delaware limited liability company (the “Sponsor”).

On February 26, 2021, the Company consummated its IPO of 23,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit, raising $230.0 million of gross proceeds. Of the 23,000,000 shares issued, 20,000,000 Units were included in the Company’s initial offering, and 3,000,000 Units resulted from the underwriter fully exercising its over-allotment option. The net proceeds of the IPO were $217.1 million, after deducting expenses and underwriting discounts and commissions of approximately $12.9 million, which includes $8.1 million in deferred underwriting commissions (see Note 9, Commitments and Contingencies, for more information).

Public Warrants

Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (each, a “Public Warrant” and, collectively, the “Public Warrants”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. In addition, if (x) the Company issues additional shares of Class A common stock for capital raising purposes in connection with the closing of our Initial Business Combination at an issue or effective issue price of less than $9.20 per share (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 shares of Class B common stock held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the amount that is the total equity proceeds (and interest thereon) , available for the funding of the Initial Business Combination on the date of the consummation (net of redemptions) and (z) the volume-weighted average trading price of our Class A common stock during the 20-trading-day period starting on the trading day prior to the date on which the Company consummates its Initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted, to the nearest cent, to 115% of the higher of the Newly Issued Price and the Market Value, and the $18.00 per share redemption trigger price described below will be adjusted, to the nearest cent, to be equal to 180% of the higher of the Newly Issued Price and the Market Value.

No fractional shares will be issued upon separation of the Units and only whole Public Warrants will trade. Each Public Warrant will become exercisable on the later of 30 days after the completion of the Company’s Initial Business Combination or 12 months from

the closing of the Initial Public Offering and will expire five years after the completion of the Company’s Initial Business Combination or earlier upon redemption or liquidation.

Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants in whole and not in part at a price of $0.01 per Public Warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Public Warrant holders.

Private Placement Warrants

Simultaneously with the closing of the IPO, the Company consummated a private sale (the “Private Placement”) of 6,575,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor at a price of $1.00 per Private Placement Warrant, generating gross proceeds of approximately $6.6 million (see Note 6, Related Party Transactions, for more information). The Private Placement Warrants are identical to the Warrants included in the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale.

Transaction Costs

Transaction costs amounted to $12,888,135, consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting commissions, and $238,135 of other offering costs.

The Trust Account

Following the closing of the IPO, $230.0 million of the net proceeds of the sale of the Units and the Private Placement Warrants were placed in a trust account (the “Trust Account”). The funds in the Trust Account will be invested only in U.S. government treasury bills with a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and that invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the IPO and the Private Placement will not be released from the Trust Account until the earlier of: (i) the completion of the Company’s Initial Business Combination; (ii) the redemption of any shares of the Public Shares that have been properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of Public Shares if the Company does not complete its Initial Business Combination within 24 months from the closing of the IPO (or 30 months from the closing of the IPO if the Company has executed a letter of intent, agreement in principle or definitive agreement for the initial Business Combination within 24 months from the closing of the IPO but has not completed the initial Business Combination within such 24 month period) (the “Combination Period”) or (B) with respect to any other provision relating to stockholders’ right for pre-initial Business Combination activity; and (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an initial Business Combination within the Combination Period, subject to the requirements of law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders.

Initial Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds of the IPO are intended to be generally applied toward consummating an initial Business Combination. The initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in the trust account) at the time of the agreement to enter into the initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an initial Business Combination.

The Company, after signing a definitive agreement for an initial Business Combination, will either (i) seek stockholder approval of the initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes. The decision as to whether the Company will seek stockholder approval of the initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under New York Stock Exchange rules. If the Company seeks stockholder approval, it will complete its initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of the initial Business Combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related initial Business Combination, and instead may search for an alternate initial Business Combination.

If the Company holds a stockholder vote or there is a tender offer for shares in connection with an initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes.

Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the initial 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 no 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 the Company’s taxes (less $100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), 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.

The Sponsor and the Company’s directors, director nominees and officers have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) (see Note 6, Related Party Transactions, for more information) held by them if the Company fails to complete an initial Business Combination within the Combination Period. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires shares of Class A common stock in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial Business Combination within the Combination Period.

Separate trading of Class A common shares and Public Warrants

On March 31, 2021, the Company announced that, commencing March 31, 2021, the holders of the Company’s Units may elect to separately trade the Class A common stock and Public Warrants comprising the Units. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Those units not separated will continue to trade on the New York Stock Exchange under the symbol “BOAS.U,” and each of the shares of Class A common stock and Public Warrants that are separated will trade on the New York Stock Exchange under the symbols “BOAS” and “BOAS WS,” respectively.

XML

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (As Restated)

3 Months Ended

Mar. 31, 2021

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (As Restated)

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (As Restated)

NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (As Restated)

Warrant Liabilities

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the U.S. Securities and Exchange Commission (the “SEC”) 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 governing the Company’s warrants. As a result of the SEC Statement, the Company reevaluated the accounting treatment of the Public Warrants and the Private Placement Warrants which were previously accounted for as components of equity.

In further consideration of the guidance in Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”), ASC 815, Derivatives and Hedging (“ASC 815”), and more specifically ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity (“ASC 815-40”), the Company concluded that certain provisions in the warrant agreement related to certain tender or exchange offers that preclude the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as derivative liabilities on the balance sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statement of operations in the period of change. See Notes 3 and 4 for more information on the accounting for the Warrants.

Further, as a result of the classification of the Warrants as derivative liabilities and in accordance with ASC 470-20, Debt with Conversion and Other Options (“ASC 470-20), applied by analogy, the Company expensed a portion of the offering costs originally recorded as a reduction in equity. See Note 3 for more information on the allocation of issuance costs.

The Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported cash.

Class A Common Stock Subject to Possible Redemption

The Company’s management re-evaluated the Company’s application of ASC 480-10-S99 to its accounting classification of its Class A common stock subject to possible redemption issued as part of the units sold in the Company’s IPO on February 26, 2021. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity, or total stockholders’ equity, due to the Company’s requirement to maintain at least $5,000,001 of tangible net assets. Pursuant to this re-evaluation, the Company’s management determined that all Class A common stock subject to redemption include provisions that require classification of the Class A common stock as temporary equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock.

In connection with the change in presentation for the Class A common stock subject to redemption, the Company also restated its earnings per share calculation to allocate net income (loss) to Class A and Class B common stock on a pro rata basis based on weighted average shares outstanding. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of commons stock share pro rata in the income (loss) of the Company.

The Company included Note 10, Class A Common Stock Subject to Possible Redemption, in its restated Notes to Condensed Financial Statements that describes the number of Class A shares that are subject to possible redemption, and also provides a reconciliation of the gross IPO proceeds to the Class A common stock subject to possible redemption as of the date of the condensed balance sheet.

As part of the Company’s assessment of its Class A Common Stock Subject to Possible Redemption, the Company identified an additional error in its accounting for its Private Placement Warrants. When the fair value of the warrants at the date of issuance is in excess of the proceeds received, the difference is recorded as a loss as of the date of issuance. As a result, the Company recognized a $328,750 loss during the three months ended March 31, 2021 related to the difference between the fair value of the Private Placement Warrants and the proceeds from the Private Placement Warrants. This loss is included in the accompanying condensed statement of operations within “Change in fair value of derivative warrant liability.”
​

Further, this Amendment No. 1 on Form 10-Q/A for the quarterly period ended March 31, 2021 includes minor formatting, wording and grammar changes to the condensed financial statements and Notes to Condensed Financial Statements.

Impact

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections noted above and has determined that the related impact was material to the Affected Periods that contained the errors. Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Periods should be restated to present (i) all Class A common stock as temporary equity, (ii) to recognize remeasurement from the initial book value to redemption value at the time of its IPO, (iii) to correct its accounting for the excess of fair value over the proceeds received for its Private Placement Warrants, (iv) to correct its earnings per share calculation, and (v) properly reflect the classification of warrants. As such, the Company is reporting these restatements to those Affected Periods in this quarterly report.

The following table summarizes the effect of the restatements on the Company’s financial statements for the Affected Periods:

					Adjustments for Class A
					common stock
			Warrant		subject to possible
	As Previously		liabilities		redemption and Private
Balance Sheet as of February 26, 2021	reported		adjustments		Placement Warrants		As Restated
Derivative warrant liabilities	$	—	$	14,723,749	$	—	$	14,723,749
Total liabilities	$	8,180,512	$	14,723,749	$	—	$	22,904,261
Class A common stock subject to redemption	$	218,731,720	$	(14,723,740)	$	25,992,020	$	230,000,000
Class A Common stock	$	113	$	147	$	(260)	$	—
Additional paid-in capital	$	5,004,457	$	438,041	$	(5,442,498)	$	—
Accumulated deficit	$	(5,135)	$	(438,197)	$	(20,549,262)	$	(20,992,594)
Total Stockholders' Equity (Deficit)	$	5,000,010	$	(9)	$	(25,992,020)	$	(20,992,019)
Total redeemable common stock and stockholders' equity (deficit)	$	231,912,242		—		—		231,912,242
Shares of Class A common stock subject to redemption		21,873,172		(1,472,374)		2,599,202		23,000,000
Shares of Class A common stock		1,126,828		1,472,374		(2,599,202)		—
Balance Sheet as of March 31, 2021 (unaudited)
Class A common stock subject to redemption	$	203,373,760	$	—	$	26,626,240	$	230,000,000
Class A Common stock	$	266	$	—	$	(266)	$	—
Additional paid-in capital	$	6,051,712	$	—	$	(6,051,712)	$	—
Accumulated deficit	$	(1,052,551)	$	—	$	(20,574,262)	$	(21,626,813)
Total Stockholders' Equity (Deficit)	$	5,000,002	$	—	$	(26,626,240)	$	(21,626,238)
Shares of Class A common stock subject to redemption		20,337,376		—		2,662,624		23,000,000
Shares of Class A common stock		2,662,624		—		(2,662,624)		—
Statement of Operations for the three months ended March 31, 2021 (unaudited)
Change in fair value of derivative warrant liability	$	(490,767)	$	—	$	(328,750)	$	(819,517)
Total other expense	$	(928,964)	$	—	$	(328,750)	$	(1,257,714)
Loss before income tax	$	(1,051,608)	$	—	$	(328,750)	$	(1,380,358)
Net loss	$	(1,051,608)	$	—	$	(328,750)	$	(1,380,358)
Basic and diluted Class A weighted-average shares outstanding		20,398,876		—		(11,709,987)		8,688,889
Basic and diluted Class A net income (loss) per share	$	—		—	$	(0.10)	$	(0.10)
Basic and diluted Class B weighted-average shares outstanding		6,732,625		—		(982,625)		5,750,000
Basic and diluted Class B net income (loss) per share	$	(0.16)		—	$	0.06	$	(0.10)
Statement of Changes in Stockholders’ Equity (Deficit) for the three months ended March 31, 2021 (unaudited)
Sale of units in initial public offering, net of allocation to warrant liability, underwriting discounts and other offering costs	$	217,550,062	$	—	$	(217,550,062)	$	—
Sale of Private Placement Warrants	$	6,575,000	$	—	$	(6,575,000)	$	—
Initial classification of common stock subject to possible redemption	$	(204,007,980)	$	—	$	204,007,980	$	—
Change in common stock subject to possible redemption	$	634,220	$	—	$	(634,220)	$	—
Remeasurement of Class A common stock subject to possible redemption	$	—	$	—	$	(20,269,937)	$	(20,269,937)
Net loss	$	(1,051,608)	$	—	$	(328,750)	$	(1,380,358)
Statement of Cash Flows for the three months ended March 31, 2021 (unaudited)
Net loss	$	(1,051,608)	$	—	$	(328,750)	$	(1,380,358)
Change in fair value of warrant liability	$	490,767	$	—	$	328,750	$	819,517
SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES
Initial classification of common stock subject to redemption	$	204,007,980	$	—	$	25,992,020	$	230,000,000
Change in value of common stock subject to possible redemption	$	(634,220)	$	—	$	634,220	$	—
Remeasurement of Class A common stock subject to possible redemption	$	—	$	—	$	20,269,937	$	20,269,937

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and should be read in conjunction with the Company’s final prospectus as filed with the SEC on February 17, 2021. Accordingly, certain disclosures required by GAAP and normally included in Annual Reports on Form 10-K have been condensed or omitted from this report; however, except as disclosed herein, there has been no material change in the information disclosed in the notes to condensed financial statements included in the Company’s 2020 financial statements.

It is the opinion of management that all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation of interim financial information, have been included. The Company has no items of other comprehensive income or loss; therefore, its net income or loss is identical to its comprehensive income or loss. Operating results for the periods presented are not necessarily indicative of expected results for the full year or for any future interim periods.

Use of Estimates

In the course of preparing the condensed financial statements, management makes various assumptions, judgments and estimates to determine the reported amounts of assets, liabilities, income and expenses, and in the disclosures of commitments and contingencies. Changes in these assumptions, judgments and estimates will occur as a result of the passage of time and the occurrence of future events. Although management believes these estimates are reasonable, actual results could differ from these estimates.

Estimates made in preparing these condensed financial statements include, among other things, (1) the measurement of derivative warrant liabilities and (2) accrued expenses. Changes in these estimates and assumptions could have a significant impact on results in future periods.

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 March 31, 2021 and December 31, 2020.

Cash Held in Trust Account

At March 31, 2021, the Company had $230.0 million in cash held in the Trust Account that were held in U.S. Treasury Bills.

Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Certain financial assets and liabilities, such as the derivative warrant liability, are measured at fair value on a recurring basis. Nonfinancial assets and liabilities, if any, are recognized at fair value on a nonrecurring basis.

The Company categorizes the inputs to the fair value of its financial assets and liabilities using a three-tier fair value hierarchy, established by the FASB, that prioritizes the significant inputs used in measuring fair value. These levels are:

Level 1—inputs are based on unadjusted quoted prices that are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Examples of Level 1 inputs include financial instruments such as exchange-traded derivatives, listed securities and U.S. government treasury securities.

Level 2— inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, credit spreads, foreign exchange rates, and forward and spot prices for currencies. Examples of Level 2 inputs include nonexchange-traded derivatives such as over-the-counter forwards, swaps and options.

Level 3—inputs that are generally unobservable from objective sources and typically reflect management’s estimates and assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash held in Trust Account. The Company’s Trust Account is maintained with a high-quality financial institution, with the compositions and maturities of the Trust Account’s investments are regularly monitored by management.

Derivative Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

The Company further evaluated the Public Warrants and Private Placement Warrants (collectively, the “Warrants”, which are discussed in Note 4, Note 5, and Note 6) in accordance with ASC 815-40 and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as a component of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants were measured at fair value at inception (on the date of the IPO) and recorded as derivative warrant liabilities on the condensed balance sheets. The Warrants are subject to remeasurement at each reporting date until exercised in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized on the statement of operation in the period of change. The fair value of the Public Warrants was estimated using a Monte Carlo simulation approach, while the fair value of the Private Placement Warrants was estimated using a Black-Scholes option pricing model (see Note 4, Fair Value Measurements, for more information).

Allocation of Issuance Costs

The Company accounts for the allocation of its issuance costs to its Warrants using the guidance in ASC 470-20, applied by analogy. Under this guidance, if debt or stock is issued with detachable warrants, the proceeds need to be allocated to the two instruments using either the fair value method, the relative fair value method, or the residual value method. The guidance also requires companies to use a consistent approach in allocating issuance costs between the instruments. Accordingly, the Company allocated its issuance costs of $12,888,135—consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting commissions, and $238,135 of other offering costs—to the issuance of its Class A shares and Public Warrants in the amount of $12,449,938 and $438,197, respectively. Issuance costs attributed to the Public Warrants were expensed during the three months ended March 31, 2021, to the condensed statement of operations. Issuance costs associated with the issuance of Class A common stock were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the IPO. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021, 23,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. Immediately upon the closing of the IPO, the Company recognized the remeasurement from initial book value to the redemption amount, which approximates fair value. The change in the carrying value of Class A common stock subject to possible redemption resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit and Class A common stock.

Recently Issued Accounting Standards

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

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FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2021

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 4 — FAIR VALUE MEASUREMENTS

Financial Assets and Liabilities Measured on a Recurring Basis

Certain assets and liabilities are reported at fair value on a recurring basis. These assets and liabilities include the investments held in Trust Account, and derivative warrant liabilities.

The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis and where they are classified within the fair value hierarchy at March 31, 2021. The Company did not have any assets or liabilities that were measured at fair value on a recurring basis at December 31, 2020.

	Fair Value Measured as of March 31, 2021
	Level 1		Level 2		Level 3
Assets:
Investments held in Trust Account (1)
	$	230,000,000	$	—	$	—
Liabilities:
Derivative warrant liabilities - Public Warrants (2)	$	—	$	—	$	8,126,666
Derivative warrant liabilities - Private Placement Warrants (3)	$	—	$	—	$	7,087,850

(1) The fair value of the investments held in Trust Account was based on the quoted market price.

(2) The fair value of the derivative warrant liabilities – Public Warrants was based on a Monte Carlo valuation model.

(3) The fair value of the derivative warrant liabilities – Private Placement Warrants was based on a Black-Scholes model.

Investments held in Trust Account. At March 31, 2021, the investments held in Trust Account were entirely comprised of U.S. Treasury Bills. During the three months ended March 31, 2021, the Company did not withdraw any interest income from the Trust Account.

Derivative Warrant Liabilities. The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within derivative warrant liabilities on the condensed balance sheets. The derivative warrant liabilities were 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 condensed statement of operations. There were no transfers between Levels 1, 2 or 3 during the three months ended March 31, 2021.

The estimated fair value of the Public Warrants was estimated using a Monte Carlo simulation (“Monte Carlo”), while the fair value of the Private Placement Warrants was estimated using a Black-Scholes option pricing model (“Black-Scholes”) (collectively with Monte Carlo, the “Pricing Models”). Both Pricing Models include assumptions classified as Level 3 inputs.

The following table presents information and assumptions used to determine the estimated fair values using the Pricing Models:

				As of
	Initial Measurement			March 31, 2021
Strike price	$	11.50		$	11.50
Term (in years)		6.0			5.9
Risk-free rate		0.9	%		1.1	%
Volatility		17.0	%		17.0	%
Dividend yield		0.0	%		0.0	%
Fair value of Public Warrants	$	1.02		$	1.06
Fair value of Private Placement Warrants	$	1.05		$	1.08

The following contains additional information regarding the inputs used in the Pricing Models:

● Term – the expected life of the warrants was assumed to be equivalent to their remaining contractual term.

● Risk-free rate – the risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the Warrants.

● Volatility – the Company estimated the volatility of its common stock warrants based on implied volatility and actual historical volatility of a group of comparable publicly traded companies observed over a historical period equal to the expected remaining life of the Warrants.

● Dividend yield – the dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the Private Placement Warrants.

The change in fair value of the derivative warrant liabilities, net of expense related to the initial fair value of the Private Warrants in excess of proceeds received, through March 31, 2021 is as follows:

			Private Placement		Total Derivative
	Public Warrants		Warrants		Warrant Liability
Derivative warrant liabilities at December 31, 2020	$	—	$	—	$	—
Issuance of Public and Private Warrants		7,819,999		6,903,750		14,723,749
Change in fair value of warrant liabilities		306,667		184,100		490,767
Derivative warrant liabilities at March 31, 2021	$	8,126,666	$	7,087,850	$	15,214,516

Fair Value of Other Financial Instruments

The carrying value of cash and accounts payable are considered to be representative of their respective fair values due to the nature of and short-term maturities of those instruments.

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STOCKHOLDERS' EQUITY (DEFICIT)

3 Months Ended

Mar. 31, 2021

STOCKHOLDERS' EQUITY (DEFICIT)

STOCKHOLDERS' EQUITY (DEFICIT)

NOTE 5 — STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. At March 31, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of March 31, 2021, there were no shares of Class A common stock issued and outstanding (excluding 23,000,000 shares of Class A common stock subject to possible redemption).

If the Company enters into an initial Business Combination, it may (depending on the terms of such an initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on the initial Business Combination to the extent the Company seeks stockholder approval in connection with the initial Business Combination.

In addition, 23,000,000 shares of Class A common stock are redeemable upon the consummation of the Company’s initial Business Combination, subject to limitation described in Note 1. In addition, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will cease all operations except for the purpose of winding up and redeem the shares of Class A common stock at a per-share price equal to the aggregate amount then on deposit in the Trust Account, divided by the number of then outstanding Public Shares (see Note 1, Description of Organization and Business Operations, for more information). The Company classified the shares of Class A common stock subject to redemption rights as temporary equity in the event of the consummation of the Company’s initial Business Combination is not solely within the control of the Company.

Class B Common Stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. At December 31, 2020, 5,750,000 shares of Class B common stock were issued and outstanding, of which 750,000 shares were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised. These amounts have been retroactively adjusted to reflect the February 24, 2021 stock dividend of 0.14 shares, described in Note 6, Related Party Transactions.

Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, except as required by law.

The Sponsor, the Company’s officers and directors entered into a letter agreement with the Company, pursuant to which they agreed (i) to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination, (ii) to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s certificate of incorporation and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to their Public Shares if the Company fails to complete the initial Business Combination within such time period.

Warrant Liabilities — Public Warrants may only be exercised for a whole number of shares. 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 IPO; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of 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.

The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be 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 Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The Company may redeem the Public Warrants (except with respect to the Private Placement Warrants):

● in whole and not in part;

● at a price of $0.01 per warrant;

● at any time during the exercise period;

● upon a minimum of 30 days’ prior written notice of redemption; and

● if, and only if, the last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

● If, and only if, there is a current registration statement in effect with respect to the shares of Class A 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.

The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. 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.

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RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2021

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 6 — RELATED PARTY TRANSACTIONS

Founder Shares

On December 31, 2020, the Sponsor purchased 5,031,250 shares of Class B common stock (the “Founder Shares”) for an aggregate price of $25,000, or approximately $0.005 per share. The Sponsor has agreed to forfeit up to 656,250 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. On February 24, 2021, the Company effected a stock dividend of 0.14 shares of Class B common stock, resulting in the Sponsor holding an aggregate of 5,750,000 Founder Shares (up to 750,000 Founder Shares of which are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised), representing an adjusted purchase price of approximately $0.004 per share. The financial statement has been retroactively restated to reflect the stock dividend.

The Founder Shares are identical to the Class A common stock included in the Units being sold in the IPO except that the Founder Shares automatically convert into shares of Class A common stock at the time of the Company’s initial Business Combination, on a one-for-one basis, subject to adjustments pursuant to certain anti-dilution rights, and the Founder Shares are subject to certain transfer restrictions.

The Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 180 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Private Placement

As described in Note 1, Description of Organization and Business Operations, the Company sold Private Placement Warrants simultaneously with the closing of the IPO. Each whole Private Placement Warrant is exercisable for one whole share of the Company’s Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants were added to the proceeds from the IPO to be held in the Trust Account. If the initial Business Combination is not completed within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

The Private Placement Warrants are non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Private Placement Warrants are not transferrable, assignable or salable until 30 days after the completion of the initial Business Combination.

The excess fair value over the proceeds received for the Private Placement Warrants is recorded as a loss in the accompanying condensed statement of operations within “Change in fair value of derivative warrant liability.”

Related Party Loan

The Company’s Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This Note was non-interest bearing and payable on the earlier of May 31, 2021 or the completion of the IPO. The Company did not borrow any amount under the Note prior to the IPO.

In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. 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 warrants at a price of $1.00 per warrant. These warrants would be identical to the Private Placement Warrants. To date, the Company has had no Working Capital Loans outstanding.

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INCOME TAXES

3 Months Ended

Mar. 31, 2021

INCOME TAXES

INCOME TAXES

NOTE 7 — INCOME TAXES

The Company’s provision for income taxes for the three months ended March 31, 2021 is based on the estimated annual effective tax rate, in addition to discrete items. As of March 31, 2021 and December 31, 2020, the Company has provided a valuation allowance against its net deferred tax assets that it believes, based on the weight of available evidence, are not more likely than not to be realized. Therefore, no material current tax liability or expense has been recorded in the condensed financial statements.

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NET LOSS PER COMMON SHARE (As Restated)

3 Months Ended

Mar. 31, 2021

NET LOSS PER COMMON SHARE (As Restated)

NET LOSS PER COMMON SHARE (As Restated)

NOTE 8 — NET LOSS PER COMMON SHARE (As Restated)

The Company has two classes of shares, Class A common stock and Class B common stock. Net income (loss) per common share is computed by dividing net loss, on a pro rata basis, by the weighted average number of common shares outstanding for the period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from net loss per common share as the redemption value approximates fair value.

The Company has not considered the effect of the warrants sold in the IPO and Private Placement to purchase 14,241,666 shares of Class A common stock in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As of March 31, 2021, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the period presented.

Reconciliation of Net Loss per Common Share

The following table reflects the calculation of basic and diluted net loss per common share:

	Three Months Ended
	March 31, 2021
	Class A		Class B
Basic and diluted net loss per share
Numerator
Allocation of net loss	$	(830,658)	$	(549,700)
Denominator
Weighted-average shares outstanding		8,688,889		5,750,000
Basic and diluted net loss per share	$	(0.10)	$	(0.10)

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2021

COMMITMENTS AND CONTINGENCIES.

COMMITMENTS AND CONTINGENCIES

NOTE 9 — COMMITMENTS AND CONTINGENCIES

Registration Rights

Pursuant to a registration rights agreement, dated February 23, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were paid a cash underwriting discount of 2.0% of the gross proceeds of the IPO, or $4.6 million, with an additional fee (the “Deferred Discount”) of 3.5% of the gross offering proceeds payable upon the Company’s completion of an initial Business Combination. This Deferred Discount of $8.1 million has been recorded as Deferred Underwriting Commissions in the balance sheet as of March 31, 2021. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination.

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CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (As Restated)

3 Months Ended

Mar. 31, 2021

CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (As Restated)

CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (As Restated)

NOTE 10 — CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (As Restated)

The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. As of March 31, 2021, there were 23,000,000 shares of Class A common stock outstanding, all of which were subject to possible redemption.

As of March 31, 2021, Class A common stock subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table:

Gross Proceeds	$	230,000,000
Less:
Offering costs and underwriting fees allocated to Class A common stock subject to possible redemption		(12,439,938)
Proceeds allocated to Public Warrants at issuance		(7,819,999)
Plus:
Remeasurement of Class A common stock subject to possible redemption		20,269,937
Class A common stock subject to possible redemption	$	230,000,000

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2021

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 11 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions through the date these financial statements were issued. The Company determined there were no events, other than those described in Note 2, that required disclosure or recognition in these condensed financial statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Basis of Presentation

The accompanying unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and should be read in conjunction with the Company’s final prospectus as filed with the SEC on February 17, 2021. Accordingly, certain disclosures required by GAAP and normally included in Annual Reports on Form 10-K have been condensed or omitted from this report; however, except as disclosed herein, there has been no material change in the information disclosed in the notes to condensed financial statements included in the Company’s 2020 financial statements.

It is the opinion of management that all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation of interim financial information, have been included. The Company has no items of other comprehensive income or loss; therefore, its net income or loss is identical to its comprehensive income or loss. Operating results for the periods presented are not necessarily indicative of expected results for the full year or for any future interim periods.

Use of Estimates

Use of Estimates

In the course of preparing the condensed financial statements, management makes various assumptions, judgments and estimates to determine the reported amounts of assets, liabilities, income and expenses, and in the disclosures of commitments and contingencies. Changes in these assumptions, judgments and estimates will occur as a result of the passage of time and the occurrence of future events. Although management believes these estimates are reasonable, actual results could differ from these estimates.

Estimates made in preparing these condensed financial statements include, among other things, (1) the measurement of derivative warrant liabilities and (2) accrued expenses. Changes in these estimates and assumptions could have a significant impact on results in future periods.

Cash and Cash Equivalents

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 March 31, 2021 and December 31, 2020.

Cash Held in Trust Account

Cash Held in Trust Account

At March 31, 2021, the Company had $230.0 million in cash held in the Trust Account that were held in U.S. Treasury Bills.

Fair Value Measurements

Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Certain financial assets and liabilities, such as the derivative warrant liability, are measured at fair value on a recurring basis. Nonfinancial assets and liabilities, if any, are recognized at fair value on a nonrecurring basis.

The Company categorizes the inputs to the fair value of its financial assets and liabilities using a three-tier fair value hierarchy, established by the FASB, that prioritizes the significant inputs used in measuring fair value. These levels are:

Level 1—inputs are based on unadjusted quoted prices that are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Examples of Level 1 inputs include financial instruments such as exchange-traded derivatives, listed securities and U.S. government treasury securities.

Level 2— inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, credit spreads, foreign exchange rates, and forward and spot prices for currencies. Examples of Level 2 inputs include nonexchange-traded derivatives such as over-the-counter forwards, swaps and options.

Level 3—inputs that are generally unobservable from objective sources and typically reflect management’s estimates and assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash held in Trust Account. The Company’s Trust Account is maintained with a high-quality financial institution, with the compositions and maturities of the Trust Account’s investments are regularly monitored by management.

Derivative Warrant Liabilities

Derivative Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

The Company further evaluated the Public Warrants and Private Placement Warrants (collectively, the “Warrants”, which are discussed in Note 4, Note 5, and Note 6) in accordance with ASC 815-40 and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as a component of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants were measured at fair value at inception (on the date of the IPO) and recorded as derivative warrant liabilities on the condensed balance sheets. The Warrants are subject to remeasurement at each reporting date until exercised in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized on the statement of operation in the period of change. The fair value of the Public Warrants was estimated using a Monte Carlo simulation approach, while the fair value of the Private Placement Warrants was estimated using a Black-Scholes option pricing model (see Note 4, Fair Value Measurements, for more information).

Allocation of Issuance Costs

Allocation of Issuance Costs

The Company accounts for the allocation of its issuance costs to its Warrants using the guidance in ASC 470-20, applied by analogy. Under this guidance, if debt or stock is issued with detachable warrants, the proceeds need to be allocated to the two instruments using either the fair value method, the relative fair value method, or the residual value method. The guidance also requires companies to use a consistent approach in allocating issuance costs between the instruments. Accordingly, the Company allocated its issuance costs of $12,888,135—consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting commissions, and $238,135 of other offering costs—to the issuance of its Class A shares and Public Warrants in the amount of $12,449,938 and $438,197, respectively. Issuance costs attributed to the Public Warrants were expensed during the three months ended March 31, 2021, to the condensed statement of operations. Issuance costs associated with the issuance of Class A common stock were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the IPO. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Common Stock Subject to Possible Redemption

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021, 23,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. Immediately upon the closing of the IPO, the Company recognized the remeasurement from initial book value to the redemption amount, which approximates fair value. The change in the carrying value of Class A common stock subject to possible redemption resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit and Class A common stock.

Recently issued Accounting Standards

Recently Issued Accounting Standards

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

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RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (As Restated) (Tables)

3 Months Ended

Mar. 31, 2021

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (As Restated)

Schedule of impact of the restatement on financial statements

The following table summarizes the effect of the restatements on the Company’s financial statements for the Affected Periods:

					Adjustments for Class A
					common stock
			Warrant		subject to possible
	As Previously		liabilities		redemption and Private
Balance Sheet as of February 26, 2021	reported		adjustments		Placement Warrants		As Restated
Derivative warrant liabilities	$	—	$	14,723,749	$	—	$	14,723,749
Total liabilities	$	8,180,512	$	14,723,749	$	—	$	22,904,261
Class A common stock subject to redemption	$	218,731,720	$	(14,723,740)	$	25,992,020	$	230,000,000
Class A Common stock	$	113	$	147	$	(260)	$	—
Additional paid-in capital	$	5,004,457	$	438,041	$	(5,442,498)	$	—
Accumulated deficit	$	(5,135)	$	(438,197)	$	(20,549,262)	$	(20,992,594)
Total Stockholders' Equity (Deficit)	$	5,000,010	$	(9)	$	(25,992,020)	$	(20,992,019)
Total redeemable common stock and stockholders' equity (deficit)	$	231,912,242		—		—		231,912,242
Shares of Class A common stock subject to redemption		21,873,172		(1,472,374)		2,599,202		23,000,000
Shares of Class A common stock		1,126,828		1,472,374		(2,599,202)		—
Balance Sheet as of March 31, 2021 (unaudited)
Class A common stock subject to redemption	$	203,373,760	$	—	$	26,626,240	$	230,000,000
Class A Common stock	$	266	$	—	$	(266)	$	—
Additional paid-in capital	$	6,051,712	$	—	$	(6,051,712)	$	—
Accumulated deficit	$	(1,052,551)	$	—	$	(20,574,262)	$	(21,626,813)
Total Stockholders' Equity (Deficit)	$	5,000,002	$	—	$	(26,626,240)	$	(21,626,238)
Shares of Class A common stock subject to redemption		20,337,376		—		2,662,624		23,000,000
Shares of Class A common stock		2,662,624		—		(2,662,624)		—
Statement of Operations for the three months ended March 31, 2021 (unaudited)
Change in fair value of derivative warrant liability	$	(490,767)	$	—	$	(328,750)	$	(819,517)
Total other expense	$	(928,964)	$	—	$	(328,750)	$	(1,257,714)
Loss before income tax	$	(1,051,608)	$	—	$	(328,750)	$	(1,380,358)
Net loss	$	(1,051,608)	$	—	$	(328,750)	$	(1,380,358)
Basic and diluted Class A weighted-average shares outstanding		20,398,876		—		(11,709,987)		8,688,889
Basic and diluted Class A net income (loss) per share	$	—		—	$	(0.10)	$	(0.10)
Basic and diluted Class B weighted-average shares outstanding		6,732,625		—		(982,625)		5,750,000
Basic and diluted Class B net income (loss) per share	$	(0.16)		—	$	0.06	$	(0.10)
Statement of Changes in Stockholders’ Equity (Deficit) for the three months ended March 31, 2021 (unaudited)
Sale of units in initial public offering, net of allocation to warrant liability, underwriting discounts and other offering costs	$	217,550,062	$	—	$	(217,550,062)	$	—
Sale of Private Placement Warrants	$	6,575,000	$	—	$	(6,575,000)	$	—
Initial classification of common stock subject to possible redemption	$	(204,007,980)	$	—	$	204,007,980	$	—
Change in common stock subject to possible redemption	$	634,220	$	—	$	(634,220)	$	—
Remeasurement of Class A common stock subject to possible redemption	$	—	$	—	$	(20,269,937)	$	(20,269,937)
Net loss	$	(1,051,608)	$	—	$	(328,750)	$	(1,380,358)
Statement of Cash Flows for the three months ended March 31, 2021 (unaudited)
Net loss	$	(1,051,608)	$	—	$	(328,750)	$	(1,380,358)
Change in fair value of warrant liability	$	490,767	$	—	$	328,750	$	819,517
SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES
Initial classification of common stock subject to redemption	$	204,007,980	$	—	$	25,992,020	$	230,000,000
Change in value of common stock subject to possible redemption	$	(634,220)	$	—	$	634,220	$	—
Remeasurement of Class A common stock subject to possible redemption	$	—	$	—	$	20,269,937	$	20,269,937

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FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Mar. 31, 2021

FAIR VALUE MEASUREMENTS

Schedule of company's assets and liabilities that are measured at fair value on a recurring basis

	Fair Value Measured as of March 31, 2021
	Level 1		Level 2		Level 3
Assets:
Investments held in Trust Account (1)
	$	230,000,000	$	—	$	—
Liabilities:
Derivative warrant liabilities - Public Warrants (2)	$	—	$	—	$	8,126,666
Derivative warrant liabilities - Private Placement Warrants (3)	$	—	$	—	$	7,087,850

(1) The fair value of the investments held in Trust Account was based on the quoted market price.

(2) The fair value of the derivative warrant liabilities – Public Warrants was based on a Monte Carlo valuation model.

(3) The fair value of the derivative warrant liabilities – Private Placement Warrants was based on a Black-Scholes model.

Schedule of quantitative information regarding Level 3 fair value measurements inputs

				As of
	Initial Measurement			March 31, 2021
Strike price	$	11.50		$	11.50
Term (in years)		6.0			5.9
Risk-free rate		0.9	%		1.1	%
Volatility		17.0	%		17.0	%
Dividend yield		0.0	%		0.0	%
Fair value of Public Warrants	$	1.02		$	1.06
Fair value of Private Placement Warrants	$	1.05		$	1.08

Schedule of change in the fair value of the warrant liabilities

			Private Placement		Total Derivative
	Public Warrants		Warrants		Warrant Liability
Derivative warrant liabilities at December 31, 2020	$	—	$	—	$	—
Issuance of Public and Private Warrants		7,819,999		6,903,750		14,723,749
Change in fair value of warrant liabilities		306,667		184,100		490,767
Derivative warrant liabilities at March 31, 2021	$	8,126,666	$	7,087,850	$	15,214,516

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NET LOSS PER COMMON SHARE (As Restated) (Tables)

3 Months Ended

Mar. 31, 2021

NET LOSS PER COMMON SHARE (As Restated)

Schedule of basic and diluted net income loss per common share

The following table reflects the calculation of basic and diluted net loss per common share:

	Three Months Ended
	March 31, 2021
	Class A		Class B
Basic and diluted net loss per share
Numerator
Allocation of net loss	$	(830,658)	$	(549,700)
Denominator
Weighted-average shares outstanding		8,688,889		5,750,000
Basic and diluted net loss per share	$	(0.10)	$	(0.10)

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CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (As Restated) (Tables)

3 Months Ended

Mar. 31, 2021

CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (As Restated)

Summary of Class A common stock subject to possible redemption

As of March 31, 2021, Class A common stock subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table:

Gross Proceeds	$	230,000,000
Less:
Offering costs and underwriting fees allocated to Class A common stock subject to possible redemption		(12,439,938)
Proceeds allocated to Public Warrants at issuance		(7,819,999)
Plus:
Remeasurement of Class A common stock subject to possible redemption		20,269,937
Class A common stock subject to possible redemption	$	230,000,000

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DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)			3 Months Ended
	Feb. 26, 2021 USD ($) $ / shares shares	Oct. 31, 2020 USD ($)	Mar. 31, 2021 USD ($) D $ / shares shares	Dec. 31, 2020 USD ($)
Subsidiary, Sale of Stock [Line Items]
Underwriting discounts and commissions		$ 0
Deferred underwriting commissions			$ 8,050,000
Proceeds allocated to Public Warrants at issuance			6,575,000
Transaction costs	$ 12,888,135		12,888,135
Cash underwriting fees	4,600,000		4,600,000
Deferred underwriting commissions	8,050,000		0
Other offering costs			238,135
Payments for investment of cash in Trust Account			230,000,000
Derivative warrant liabilities	14,723,749		15,214,516
Class A common stock subject to possible redemption	230,000,000		230,000,000
Additional paid-in capital				$ 24,425
Accumulated deficit	$ (20,992,594)		(21,626,813)	$ (943)
Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Proceeds from Proceeds from Issuance Initial Public Offering			230,000,000
Class A common stock subject to possible redemption			$ 230,000,000
Warrants
Subsidiary, Sale of Stock [Line Items]
Warrants expiration term			30 days
Redemption period			5 years
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Adjustment of exercise price of warrants based on market value and newly issued price based on market price (as a percent)			115.00%
Adjustment of exercise price of warrants based on market value and newly issued price based on trigger price (as a percent)			180.00%
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares			$ 18.00
Warrants exercisable term from the closing of the public offering			30 days
Warrants exercisable term after the completion of a business combination			12 months
Warrants expiration term			5 years
Minimum threshold written notice period for redemption of public warrants			30 days
Threshold trading days for redemption of public warrants | D			20
Redemption period			30 days
Threshold business days before sending notice of redemption to warrant holders			3 days
Public Warrants | Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Share Price | $ / shares			$ 9.20
Percentage of gross proceeds on total equity proceeds			60.00%
Threshold consecutive trading days for redemption of public warrants | D			20
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit | shares			1
Number of warrants in a unit | shares			0.33
Purchase price, per unit | $ / shares			$ 0.01
Investment of cash into Trust Account			$ 230.0
Maximum allowed dissolution expenses			$ 100,000
Initial Public Offering | Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of units issued | shares	23,000,000
Number of units issued excluding underwriters | shares	20,000,000
Share Price | $ / shares	$ 10.00
Proceeds from Proceeds from Issuance Initial Public Offering	$ 230,000,000.0
Net proceeds from IPO	217,100,000
Underwriting discounts and commissions	12,900,000
Deferred underwriting commissions	$ 8,100,000
Initial Public Offering | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares	6,575,000
Price of warrant | $ / shares			$ 1.00
Proceeds from issuance of private placement			$ 6,600,000
Percentage of redemption required if business combination is not completed by specified date	100.00%
Redemption of shares calculated based on business period prior to consummation of business combination	24 months
Redemption period upon closure	30 months
Initial Public Offering | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares per warrant | shares			1
Exercise price of warrants | $ / shares			$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Percentage of gross proceeds on total equity proceeds			80.00%
Minimum net tangible assets of the target			$ 5,000,001
Over-allotment option | Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of units issued to underwriters | shares	3,000,000

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RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (As Restated) - Balance sheet (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Feb. 26, 2021	Dec. 31, 2020
Balance Sheet
Derivative warrant liabilities	$ 15,214,516	$ 14,723,749
Total liabilities	23,317,823	22,904,261	$ 8,993
Class A common stock subject to possible redemption	230,000,000	230,000,000
Additional paid-in capital			24,425
Accumulated deficit	(21,626,813)	(20,992,594)	(943)
Total Stockholders' Equity (Deficit)	(21,626,238)	(20,992,019)	24,057
Total redeemable common stock and stockholders equity (deficit)	231,691,585	231,912,242	$ 33,050
As Previously reported
Balance Sheet
Total liabilities		8,180,512
Class A common stock subject to possible redemption	203,373,760	218,731,720
Additional paid-in capital	6,051,712	5,004,457
Accumulated deficit	(1,052,551)	(5,135)
Total Stockholders' Equity (Deficit)	5,000,002	5,000,010
Total redeemable common stock and stockholders equity (deficit)		231,912,242
Warrant liabilities adjustment
Balance Sheet
Derivative warrant liabilities		14,723,749
Total liabilities		14,723,749
Class A common stock subject to possible redemption		(14,723,740)
Additional paid-in capital		438,041
Accumulated deficit		(438,197)
Total Stockholders' Equity (Deficit)		(9)
Adjustments for Class A common stock subject to possible redemption and Private Placement Warrants
Balance Sheet
Class A common stock subject to possible redemption	26,626,240	25,992,020
Additional paid-in capital	(6,051,712)	(5,442,498)
Accumulated deficit	(20,574,262)	(20,549,262)
Total Stockholders' Equity (Deficit)	(26,626,240)	$ (25,992,020)
Class A Common Stock
Balance Sheet
Class A common stock subject to possible redemption	$ 230,000,000
Shares of Class A common stock subject to redemption	23,000,000	23,000,000	0
Shares of Class A common stock	0		0
Class A Common Stock | As Previously reported
Balance Sheet
Common stock	$ 266	$ 113
Shares of Class A common stock subject to redemption	20,337,376	21,873,172
Shares of Class A common stock	2,662,624	1,126,828
Class A Common Stock | Warrant liabilities adjustment
Balance Sheet
Common stock		$ 147
Shares of Class A common stock subject to redemption		(1,472,374)
Shares of Class A common stock		1,472,374
Class A Common Stock | Adjustments for Class A common stock subject to possible redemption and Private Placement Warrants
Balance Sheet
Common stock	$ (266)	$ (260)
Shares of Class A common stock subject to redemption	2,662,624	2,599,202
Shares of Class A common stock	(2,662,624)	(2,599,202)
Class A Common Stock Subject to Redemption
Balance Sheet
Minimum net tangible assets of the target	$ 5,000,001

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RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (As Restated) - Income statement (Details)	3 Months Ended
	Mar. 31, 2021 USD ($) $ / shares shares
Statement of Operations
Change in fair value of derivative warrant liability	$ (819,517)
Total other expense	(1,257,714)
Loss before income tax	(1,380,358)
Net loss	(1,380,358)
Adjustments for Class A common stock subject to possible redemption and Private Placement Warrants
Statement of Operations
Change in fair value of derivative warrant liability	(328,750)
Total other expense	(328,750)
Loss before income tax	(328,750)
Net loss	$ (328,750)
Class A Common Stock
Statement of Operations
Weighted-average shares outstanding | shares	8,688,889
Basic and diluted net income (loss) per share | $ / shares	$ (0.10)
Class A Common Stock | Adjustments for Class A common stock subject to possible redemption and Private Placement Warrants
Statement of Operations
Weighted-average shares outstanding | shares	(11,709,987)
Basic and diluted net income (loss) per share | $ / shares	$ (0.10)
Class B Common Stock
Statement of Operations
Weighted-average shares outstanding | shares	5,750,000
Basic and diluted net income (loss) per share | $ / shares	$ (0.10)
Class B Common Stock | Adjustments for Class A common stock subject to possible redemption and Private Placement Warrants
Statement of Operations
Weighted-average shares outstanding | shares	(982,625)
Basic and diluted net income (loss) per share | $ / shares	$ 0.06
As Previously reported
Statement of Operations
Change in fair value of derivative warrant liability	$ (490,767)
Total other expense	(928,964)
Loss before income tax	(1,051,608)
Net loss	$ (1,051,608)
As Previously reported | Class A Common Stock
Statement of Operations
Weighted-average shares outstanding | shares	20,398,876
As Previously reported | Class B Common Stock
Statement of Operations
Weighted-average shares outstanding | shares	6,732,625
Basic and diluted net income (loss) per share | $ / shares	$ (0.16)

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RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (As Restated) - Equity (Details)	3 Months Ended
	Mar. 31, 2021 USD ($)
Statement of Changes in Stockholders' Equity (Deficit)
Remeasurement of Class A common stock subject to possible redemption	$ (20,269,937)
Net loss	(1,380,358)
Adjustments for Class A common stock subject to possible redemption and Private Placement Warrants
Statement of Changes in Stockholders' Equity (Deficit)
Sale of units in initial public offering, net of allocation to warrant liability, underwriting discounts and other offering costs	(217,550,062)
Sale of Private Placement Warrants	(6,575,000)
Initial classification of common stock subject to possible redemption	204,007,980
Change in common stock subject to possible redemption	(634,220)
Remeasurement of Class A common stock subject to possible redemption	(20,269,937)
Net loss	(328,750)
Class A Common Stock
Statement of Changes in Stockholders' Equity (Deficit)
Remeasurement of Class A common stock subject to possible redemption	(20,269,937)
As Previously reported
Statement of Changes in Stockholders' Equity (Deficit)
Sale of units in initial public offering, net of allocation to warrant liability, underwriting discounts and other offering costs	217,550,062
Sale of Private Placement Warrants	6,575,000
Initial classification of common stock subject to possible redemption	(204,007,980)
Change in common stock subject to possible redemption	634,220
Net loss	$ (1,051,608)

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RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (As Restated) - Cash flow (Details)	3 Months Ended
	Mar. 31, 2021 USD ($)
Statement of Cash Flows
Net loss	$ (1,380,358)
Change in fair value of warrant liability	819,517
Initial classification of common stock subject to redemption	230,000,000
Remeasurement of Class A common stock subject to possible redemption	20,269,937
Adjustments for Class A common stock subject to possible redemption and Private Placement Warrants
Statement of Cash Flows
Net loss	(328,750)
Change in fair value of warrant liability	328,750
Initial classification of common stock subject to redemption	25,992,020
Change in value of common stock subject to possible redemption	634,220
Remeasurement of Class A common stock subject to possible redemption	20,269,937
As Previously reported
Statement of Cash Flows
Net loss	(1,051,608)
Change in fair value of warrant liability	490,767
Initial classification of common stock subject to redemption	204,007,980
Change in value of common stock subject to possible redemption	$ (634,220)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)		3 Months Ended
	Feb. 26, 2021	Mar. 31, 2021	Dec. 31, 2020
Cash equivalents		$ 0	$ 0
Cash held in trust account		230,000,000
Transaction costs	$ 12,888,135	12,888,135
Deferred underwriting commissions	8,050,000	0
Cash underwriting fees	$ 4,600,000	4,600,000
Other offering costs		238,135
Sponsor
Cash equivalents		230,000,000.0
Class A Common Stock
Issuance value		$ 12,449,938
Anti-dilutive securities attributable to warrants (in shares)		14,241,666
Class A common stock subject to possible redemption, outstanding (in shares)	23,000,000	23,000,000	0
Public Warrants
Issuance value		$ 438,197

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FAIR VALUE MEASUREMENTS (Details) - USD ($)	Mar. 31, 2021	Feb. 26, 2021
Assets:
Investments held in Trust Account	$ 230,000,000
Liabilities, Fair Value Disclosure [Abstract]
Derivative warrant liabilities	15,214,516	$ 14,723,749
Level 1 | U.S. Treasury Securities
Assets:
Investments held in Trust Account	230,000,000
Level 3 | U.S. Treasury Securities | Public Warrants
Liabilities, Fair Value Disclosure [Abstract]
Derivative warrant liabilities	8,126,666
Level 3 | U.S. Treasury Securities | Private Placement Warrants
Liabilities, Fair Value Disclosure [Abstract]
Derivative warrant liabilities	$ 7,087,850

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FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details)	3 Months Ended
	Mar. 31, 2021 USD ($) $ / shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value assets level 1 to level 2 transfers | $	$ 0
Fair value assets level 2 to level 1 transfers | $	0
Fair value assets transferred into (out of) level 3 | $	$ 0
Strike price | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	11.50
Strike price | Level 3 | Initial Measurement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	11.50
Term (in years) | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	5.9
Term (in years) | Level 3 | Initial Measurement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	6.0
Risk-free rate | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	1.1
Risk-free rate | Level 3 | Initial Measurement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	0.9
Volatility | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	17.0
Volatility | Level 3 | Initial Measurement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	17.0
Dividend yield | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	0.0
Dividend yield | Level 3 | Initial Measurement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	0.0
Public Warrants | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability Fair Value	$ 1.06
Public Warrants | Level 3 | Initial Measurement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability Fair Value	1.02
Private Placement Warrants | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability Fair Value	1.08
Private Placement Warrants | Level 3 | Initial Measurement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability Fair Value	$ 1.05

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FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Feb. 26, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative warrant liabilities	$ 15,214,516	$ 14,723,749
Change in fair value of derivative warrant liability	819,517
Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Issuance of Public and Private Warrants	14,723,749
Change in fair value of warrant liabilities	490,767
Derivative warrant liabilities at ending period	15,214,516
Public Warrants | Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Issuance of Public and Private Warrants	7,819,999
Change in fair value of warrant liabilities	306,667
Derivative warrant liabilities at ending period	8,126,666
Private Placement Warrants | Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Issuance of Public and Private Warrants	6,903,750
Change in fair value of warrant liabilities	184,100
Derivative warrant liabilities at ending period	$ 7,087,850

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STOCKHOLDERS' EQUITY (DEFICIT) - Preferred Stock Shares (Details) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

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STOCKHOLDERS' EQUITY (DEFICIT) - Common Stock Shares (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2021 Vote $ / shares shares	Dec. 31, 2020 $ / shares shares	Feb. 26, 2021 shares	Feb. 24, 2021 $ / shares
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	380,000,000	380,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	0	0
Shares of Class A common stock	0	0
Class A common stock subject to possible redemption, outstanding (in shares)	23,000,000	0	23,000,000
Redeemable upon the consummation	23,000,000
Class A Common Stock | Holders
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	380,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	0
Shares of Class A common stock	0
Class A common stock subject to possible redemption, issued (in shares)	23,000,000
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	20,000,000	20,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	5,750,000	5,750,000
Shares of Class A common stock	5,750,000	5,750,000
Class B Common Stock | Holders
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	20,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001
Common shares, shares issued (in shares)		5,750,000
Shares of Class A common stock		5,750,000
Common stock shares forfeiture		750,000
Stock dividend | $ / shares				$ 0.14

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STOCKHOLDERS' EQUITY (DEFICIT) - Warrants (Details)	3 Months Ended
	Mar. 31, 2021 D $ / shares
Class of Warrant or Right [Line Items]
Warrant redemption condition minimum share price | $ / shares	$ 0.01
Warrants
Class of Warrant or Right [Line Items]
Warrants expiration term	30 days
Redemption period	5 years
Maximum period after business combination in which to file registration statement	30 days
Period of time within which registration statement is expected to become effective	12 months
Number of trading days on which fair market value of shares is reported	15
Share price trigger used to measure dilution of warrant | $ / shares	$ 18.00
Warrants | Minimum
Class of Warrant or Right [Line Items]
Trading period after business combination used to measure dilution of warrant	20
Warrants | Maximum
Class of Warrant or Right [Line Items]
Trading period after business combination used to measure dilution of warrant	30
Public Warrants
Class of Warrant or Right [Line Items]
Warrants expiration term	5 years
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants	20
Redemption period	30 days

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RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Founder Shares | Sponsor | Class B Common Stock
Related Party Transaction [Line Items]
Number of shares issued		5,031,250
Aggregate purchase price		$ 25,000
Share dividend		5,750,000
Aggregate number of shares owned		750,000
Shares subject to forfeiture		656,250
stock dividend		$ 0.14
Price of warrant		0.005
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)	$ 12.00
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences	180 days
Private Placement
Related Party Transaction [Line Items]
Warrants exercisable term from the closing of the public offering	30 days
Initial Public Offering | Private Placement
Related Party Transaction [Line Items]
Number of shares per warrant	1
Exercise price of warrants	$ 11.50
Over-allotment option | Founder Shares | Sponsor | Class B Common Stock
Related Party Transaction [Line Items]
stock dividend		$ 0.004

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RELATED PARTY TRANSACTIONS - Additional Information (Details)	Mar. 31, 2021 USD ($) $ / shares
Related Party Transaction [Line Items]
Working capital loans, outstanding	$ 0
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note	300,000
Related Party Loans
Related Party Transaction [Line Items]
Loan conversion agreement warrant	$ 1,500,000
Related Party Loans | Working capital loans warrant
Related Party Transaction [Line Items]
Price of warrant | $ / shares	$ 1.00

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NET LOSS PER COMMON SHARE (As Restated) (Details)	3 Months Ended
	Mar. 31, 2021 USD ($) $ / shares shares
Class A Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Allocation of net loss | $	$ (830,658)
Weighted-average shares outstanding	8,688,889
Basic and diluted net income (loss) per share | $ / shares	$ (0.10)
Shares excluded since their inclusion would be anti-dilutive	14,241,666
Class B Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Allocation of net loss | $	$ (549,700)
Weighted-average shares outstanding	5,750,000
Basic and diluted net income (loss) per share | $ / shares	$ (0.10)

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COMMITMENTS AND CONTINGENCIES (Details) $ in Millions	3 Months Ended
	Mar. 31, 2021 USD ($)
COMMITMENTS AND CONTINGENCIES.
Percentage of underwriting discount	2.00%
Underwriting additional fee	$ 4.6
Percentage of gross offering proceeds payable	3.50%
Deferred underwriting commissions	$ 8.1

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CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (As Restated) (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Feb. 26, 2021	Dec. 31, 2020
Plus:
Remeasurement of Class A common stock subject to possible redemption	$ 20,269,937
Class A common stock subject to possible redemption	$ 230,000,000	$ 230,000,000
Class A Common Stock
Class A common stock subject to possible redemption, outstanding (in shares)	23,000,000	23,000,000	0
Gross Proceeds	$ 230,000,000
Less:
Offering costs and underwriting fees allocated to Class A common stock subject to possible redemption	(12,439,938)
Proceeds allocated to Public Warrants at issuance	(7,819,999)
Plus:
Remeasurement of Class A common stock subject to possible redemption	20,269,937
Class A common stock subject to possible redemption	$ 230,000,000