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Related Party Transactions
7 Months Ended
Dec. 31, 2020
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 6. RELATED PARTY TRANSACTIONS


Founder Shares


On May 27, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 8,625,000 shares of the Company’s common stock (the “Founder Shares”). The Founder Shares included an aggregate of up 1,125,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor would own 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On August 27, 2020, as a result of the underwriters’ election to partially exercise their over-allotment option and the forfeiture of the remaining over-allotment option, 638,664 Founder Shares were forfeited and 486,336 Founder Shares ceased to be subject to forfeiture, resulting in an aggregate of 7,986,336 Founder Shares issued and outstanding.


The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.


Administrative Services Agreement


The Company entered into an agreement whereby, commencing on August 17, 2020, the Company will pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the period from May 27, 2020 (inception) through December 31, 2020, the Company incurred $45,000 in fees for these services. As of December 31, 2020, $10,000 is included in accrued expenses in the accompanying balance sheet.


Personnel Services Agreement


On December 1, 2020, the Company, with the approval of the audit committee of our board, and the Sponsor agreed on the terms pursuant to which the Company will pay the Sponsor, or individuals affiliated with the Sponsor, for services in respect of identifying, investigating, and analyzing investment opportunities and completing an initial Business Combination.  Such personnel that may receive such payments, whether directly from the Company or indirectly by payment from the Sponsor of amounts paid to the Sponsor by the Company, include persons who are officers or directors of the Company (other than our independent directors).


Under such agreement, the Company agreed to pay the Sponsor or individuals affiliated with the Sponsor (including persons who may be officers or directors of the Company) an aggregate amount of $480,000 for all such services provided prior to December 31, 2020, with a credit for amounts paid prior to such date, including amounts paid to persons who are officers and directors of the Company, each of which was approved by the audit committee of our board in advance of such payment. Of amounts charged to the Company in respect of the period prior to December 31, 2020, $110,000 was approved by our audit committee in respect of services of persons who are officers or directors of the Company, including $60,000 charged directly to the Company by and for the services of Ian Robertson, our Chief Executive Officer and a director, and $50,000 charged directly to the Company by and for the services of Ken Manget, our Chief Financial Officer and a director.  As of December 31, 2020, $353,519 is included in accrued expenses in the accompanying balance sheet, payable by the Company to the Sponsor, which accrued amounts, together with any amounts payable under the agreement for periods after December 31, 2020, may be paid by the Sponsor to persons who are officers or directors of the Company, other than our independent directors.


In addition, under such agreement, the Company agreed to pay the Sponsor or individuals affiliated with the Sponsor (including persons who may be officers or directors of the Company), for services preceding an initial Business Combination, an amount equal to $80,000 per month commencing on January 1, 2021 until the date of the initial Business Combination, and upon completion of the initial Business Combination, an amount equal to $60,000 multiplied by the number of months by which the date of the initial Business Combination precedes August 20, 2022.  Under the terms of such agreement, the total compensation paid or credited under such agreement will be less than $2 million.


Due to Sponsor


In September 2020, the Company received an aggregate of $510,914 from the Sponsor which was returned in October 2020.


Promissory Note — Related Party


On May 27, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $150,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2020, (ii) the consummation of the Initial Public Offering or (iii) the abandonment of the Initial Public Offering. The outstanding amount of $142,931 under the Promissory Note was repaid on August 24, 2020.


Related Party Loans


In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes and would be repayable upon completion of a Business Combination, without interest, but may provide that, at the lender’s discretion, up to $3,000,000 of the notes may be converted in connection with the completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. 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.