0001193125-21-175590 | 10-K/A | XBRL Viewer

Cover Page - USD ($)	6 Months Ended
Cover Page - USD ($)	Dec. 31, 2020	Mar. 17, 2021
Entity Information [Line Items]
Entity Registrant Name	Beauty Health Co
Document Type	10-K/A
Current Fiscal Year End Date	--12-31
Entity Public Float	$ 557,520,000
Amendment Flag	true
Amendment Description	The Beauty Health Company (the “Company,” “we,” “our” or “us”) is filing this Amendment No. 1 to its Annual Report on Form 10-K (“Amendment No. 1,” and the Annual Report on Form 10-K, as amended by this Amendment No. 1, this “Annual Report”) to amend its Annual Report on Form 10-K for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission, or the SEC, on March 18, 2021 (the “Original Filing”), to restate its consolidated financial statements as of December 31, 2020 and for the period from July 8, 2020 (inception) through December 31, 2020 (the “Affected Periods”) . The Company is also restating the financial statements as of October 2, 2020 in the accompanying financial statements included in this Annual Report, including describing the restatement and its impact on previously reported amounts. The restatement results from the Company’s prior accounting for its outstanding warrants issued in connection with its initial public offering in October 2020 as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). In other words, in the event of a qualifying cash tender offer (which could be outside the control of the Company), all warrant holders would be entitled to cash, while only certain of the holders of the underlying common shares would be entitled to cash. On April 12, 2021, the Staff of the U.S. Securities and Exchange Commission (the “SEC”) released the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “Staff Statement”). The Staff Statement sets forth the conclusion of the SEC’s Office of the Chief Accountant that certain provisions included in the warrant agreements entered into by many SPACs, including the Company’s, require such warrants to be accounted for as liabilities measured at fair value, rather than as equity securities, with changes in fair value during each financial reporting period reported in earnings. The Company has previously classified its private placement warrants and public warrants as equity (for a full description of the Company’s private placement warrants and public warrants (collectively, the “Warrants”), refer to the registration statement on Form S-1 (File No. 333-248717), filed in connection with the Company’s initial public offering, declared effective by the SEC on September 30, 2020. The Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the standard option pricing model. The Company and the audit committee concluded that the Company’s warrants are not indexed to the Company’s common shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded the tender offer provision included in the warrant agreement fails the “classified in shareholders’ equity” criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company should have classified the warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. In connection with the restatement, the Company’s management identified a material weakness in its internal control over financial reporting. 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 the financial statements will not be prevented or detected and corrected on a timely basis. For more information, see Item 9A included in this Annual Report on Form 10-K. The financial information that has been previously filed or otherwise reported for these periods is superseded by the information in this Annual Report on Form 10-K, and the financial statements and related financial information contained in such previously filed reports should no longer be relied upon. Similarly, any previously furnished or filed reports including the audited balance sheet filed with the SEC on Form 8-K on October 8, 2020 (which has not been amended), related earnings releases, investor presentations or similar communications of the Company describing the Company’s financial results for the Affected Periods should no longer be relied upon. The restatement is more fully described in Note 2 of the notes to the financial statements included herein.
Entity Central Index Key	0001818093
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Transition Report	false
Entity File Number	001-39565
Entity Incorporation, State or Country Code	DE
Entity Interactive Data Current	Yes
Document Annual Report	true
Entity Address, Address Line One	2165 Spring Street
Entity Address, City or Town	Long Beach
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90806
City Area Code	800
Local Phone Number	603-4996
Entity Tax Identification Number	85-1908962
ICFR Auditor Attestation Flag	false
Class A common stock
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		46,000,000
Title of 12(b) Security	Shares of Class A Common Stock, par value $0.0001 per share
Trading Symbol	VSPR
Security Exchange Name	NASDAQ
Class B common stock
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		11,500,000
Warrant [Member]
Entity Information [Line Items]
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share, subject to adjustment
Trading Symbol	VSPR
Security Exchange Name	NASDAQ

Consolidated Balance Sheet	Dec. 31, 2020 USD ($)
Current Assets
Cash	$ 3,265,075
Prepaid expenses	638,013
Total Current Assets	3,903,088
Marketable securities held in Trust Account	460,098,212
TOTAL ASSETS	464,001,300
Current Liabilities
Accrued expenses	753,547
Accrued offering costs	11,950
Total Current Liabilities	765,497
Warrant liability	65,646,664
Deferred underwriting payable	16,100,000
Total Liabilities	82,512,161
Commitments
Class A common stock subject to possible redemption 37,648,795 shares at redemption value	376,489,130
Stockholders' Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding	0
Additional paid-in capital	43,911,821
Accumulated deficit	(38,913,797)
Total Stockholders' Equity	5,000,009
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	464,001,300
Class A Common Stock
Stockholders' Equity
Common stock value	835
Total Stockholders' Equity	835
Class B Common Stock
Stockholders' Equity
Common stock value	1,150
Total Stockholders' Equity	$ 1,150

Consolidated Balance Sheet (Parentheticals)	Dec. 31, 2020 $ / shares shares
Preferred stock par value (in Dollars per share) \| $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Class A Common Stock
Common stock subject to possible redemption shares at redemption value (in Dollars per share) \| $ / shares	$ 37,648,795
Common stock par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock, shares authorized	200,000,000
Common stock, shares issued	8,351,205
Common stock, shares outstanding	8,351,205
Class B Common Stock
Common stock par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock, shares authorized	20,000,000
Common stock, shares issued	11,500,000
Common stock, shares outstanding	11,500,000

Consolidated Statement of Operations	6 Months Ended
Consolidated Statement of Operations	Dec. 31, 2020 USD ($) $ / shares shares
Income Statement [Abstract]
Formation and operating costs	$ 1,209,550
Loss from operations	(1,209,550)
Other income (expense), net:
Interest earned on marketable securities held in Trust Account	90,128
Change in fair value of warrant liability	(36,786,664)
Offering costs allocated to warrant liability	(1,015,795)
Unrealized gain on marketable securities held in Trust Account	8,084
Other expense, net	(37,704,247)
Net loss	$ (38,913,797)
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption (in Shares) \| shares	41,438,497
Basic and diluted net income per share, Common stock subject to possible redemption (in Dollars per share) \| $ / shares	$ 0.00
Weighted average shares outstanding, basic and diluted (in Shares) \| shares	13,388,418
Basic and diluted net loss per common share (in Dollars per share) \| $ / shares	$ (2.91)

Consolidated Statement of Changes in Stockholders' Equity - 6 months ended Dec. 31, 2020 - USD ($)	Total	Additional Paid-in Capital	Accumulated Deficit	Class A Common Stock	Class B Common Stock
Balance at Jul. 07, 2020
Balance, (in Shares) at Jul. 07, 2020
Issuance of Class B common stock	25,000	23,850			$ 1,150
Issuance of Class B common stock (in Shares)					11,500,000
Sale of 46,000,000 Units, net of underwriting discounts and warrant liability	417,297,936	417,293,336		$ 4,600
Sale of 46,000,000 Units, net of underwriting discounts and warrant liability (in Shares)				46,000,000
Contribution in excess of fair value of Private Placement Warrants	3,080,000	3,080,000
Class A common stock subject to possible redemption	(376,489,130)	(376,485,365)		$ (3,765)
Class A common stock subject to possible redemption (in Shares)				(37,648,795)
Net loss	(38,913,797)		(38,913,797)
Balance at Dec. 31, 2020	$ 5,000,009	$ 43,911,821	$ (38,913,797)	$ 835	$ 1,150
Balance, (in Shares) at Dec. 31, 2020				8,351,205	11,500,000

Consolidated Statement of Cash Flows	6 Months Ended
Consolidated Statement of Cash Flows	Dec. 31, 2020 USD ($)
Statement of Cash Flows [Abstract]
Net loss	$ (38,913,797)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(90,128)
Change in fair value of warrant liability	36,786,664
Offering costs allocated to warrant liability	1,015,795
Unrealized gain on marketable securities held in Trust Account	(8,084)
Changes in operating assets and liabilities:
Prepaid expenses	(638,013)
Accrued expenses	753,547
Net cash used in operating activities	(1,094,016)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(460,000,000)
Net cash used in investing activities	(460,000,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor	25,000
Proceeds from sale of Units, net of underwriting discounts paid	450,800,000
Proceeds from sale of Private Placement Warrants	14,000,000
Advances from related party	229,886
Repayment of advances from related party	(229,886)
Proceeds from promissory note – related party	261,386
Repayment of promissory note – related party	(261,386)
Payment of offering costs	(465,909)
Net cash provided by financing activities	464,359,091
Net Change in Cash	3,265,075
Cash - Beginning of period
Cash - End of period	3,265,075
Non-Cash investing and financing activities:
Initial classification of Class A common stock subject to possible redemption	414,384,970
Change in value of Class A common stock subject to possible redemption	(37,895,840)
Initial classification of warrant liability	28,860,000
Deferred underwriting fee payable	16,100,000
Offering costs included in accrued offering costs	$ 11,950

Description of Organization and Business Operations

6 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

The Beauty Health Company (the “Company”) was incorporated in Delaware on July 8, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”).

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

The Company has two subsidiaries, Hydrate Merger Sub I, Inc., a wholly owned subsidiary of the Company incorporated in Delaware on December 7, 2020 (“Merger Sub I”) and Hydrate Merger Sub II, LLC, a wholly owned subsidiary of the Company incorporated in Delaware on December 7, 2020 (“Merger Sub II”).

As of December 31, 2020, the Company had not commenced any operations. All activity for the period from July 8, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate

non-operating

income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on September 29, 2020. On October 2, 2020, the Company consummated the Initial Public Offering of 46,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 6,000,000 Units, at $10.00 per Unit, generating gross proceeds of $460,000,000, which is described in Note 4.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 9,333,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to BLS Investor Group LLC (the “Sponsor”), generating gross proceeds of $14,000,000, which is described in Note 5.

Transaction costs amounted to $25,777,859 consisting of $9,200,000 of underwriting fees, $16,100,000 of deferred underwriting fees and $477,859 of other offering costs. Of this amount, $24,762,064 was recorded as a reduction of gross proceeds in additional paid in capital and $1,015,795 was expensed.

Following the closing of the Initial Public Offering on October 2, 2020, an amount of $460,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule

2a-7

of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

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

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

Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by October 2, 2022 and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or

pre-initial

business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period.

The Company will have until October 2, 2022 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest 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), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and will not apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Risks and Uncertainties

Management continues to evaluate the impact of the

COVID-19

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

Restatement of Previously Issued Financial Statements

6 Months Ended

Dec. 31, 2020

Restatement of Previously Issued Financial Statements [Abstract]

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”).

In connection with the audit of the Company’s financial statements for the period ended December 31, 2020, the Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic

815-40,

Contracts in Entity’s Own Equity. ASC

Section 815-40-15

addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC

Section 815-40-15,

a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the standard option pricing model. Based on management’s evaluation, the Company’s audit committee concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common shares in the manner contemplated by ASC

Section 815-40

because the holder of the instrument is not an input into the pricing of a

fixed-for-fixed

option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded the tender offer provision included in the warrant agreement fails the “classified in shareholders’ equity” criteria as contemplated by ASC

Section 815-40-25.

As a result of the above, the Company should have classified the warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period.

The following table summarizes the effect of the restatement on each financial statement line item as of the dates, and for the period, indicated:


	As Previously Reported			Adjustments			As Restated
Balance sheet as of October 2, 2020 (audited)
Warrant Liability	$	—		$	28,860,000		$	28,860,000
Common Shares Subject to Possible Redemption		443,244,970			(28,860,000	)		414,384,970
Class A Common Shares		168			288			456
Additional Paid-in Capital		5,000,853			1,015,507			6,016,360
Accumulated Deficit		(2,163	)		(1,015,795	)		(1,017,958	)
Balance sheet as of December 31, 2020 (audited)
Warrant Liability	$	—		$	65,646,664		$	65,646,664
Common Shares Subject to Possible Redemption		442,135,795			(65,646,665	)		376,489,130
Class A Common Shares		179			656			835
Additional Paid-in Capital		6,110,017			37,801,804			43,911,821
Accumulated Deficit		(1,111,338	)		(37,802,459	)		(38,913,797	)
Shareholders’ Equity		5,000,008			1			5,000,009
Period from July 8, 2020 (inception) to December 31, 2020 (audited)
Change in fair value of warrant liability	$	—		$	(36,786,664	)	$	(36,786,664	)
Offering costs allocated to warrant liability		—			(1,015,795	)		(1,015,795	)
Net loss		(1,111,338	)		(37,802,459	)		(38,913,797	)
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption		44,324,497			(2,886,000	)		41,438,497
Basic and diluted net loss per common share, common stock subject to possible redemption		—			—			—
Basic and diluted weighted average shares outstanding, non-redeemable common stock		11,775,126			1,613,292			13,388,418
Basic and diluted net loss per common share, non-redeemable common stock		(0.09	)		(2.82	)		(2.91	)
Statement of cash flows for the period from July 8, 2020 (inception) through December 31, 2020
Cash Flows from Operating Activities:
Net loss	$	(1,111,338	)	$	(37,802,459	)	$	(38,913,797	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liabilities		—			36,786,664			36,786,664
Non-Cash Investing and Financing Activities:
Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities		—			28,860,000			28,860,000
Statement of changes in stockholders’ equity for the period from July 8, 2020 (inception) through December 31, 2020
Class A common stock:
Shares of Class A common stock subject to possible redemption		(44,213,441	)		6,564,646			(37,648,795	)
Class A common stock subject to possible redemption	$	(4,421	)	$	656		$	(3,765	)
Additional Paid-in Capital:
Sale of 46,000,000 Units, net of underwriting discounts		434,217,541			(16,924,205	)		417,293,336
Contribution in excess of fair value of Private Placement Warrants		—			3,080,000			3,080,000
Sale of 9,333,333 Private Placement Warrants		14,000,000			(14,000,000	)		—
Class A common stock subject to possible redemption		(442,131,374	)		65,646,009			(376,485,365	)
Accumulated Deficit:
Net loss		(1,111,338	)		(37,802,459	)		(38,913,797	)
Total Stockholders’ Equity:
Sale of 46,000,000 Units, net of underwriting discounts		434,222,141			(16,924,205	)		417,297,936
Contribution in excess of fair value of Private Placement Warrants		—			3,080,000			3,080,000
Sale of 9,333,333 Private Placement Warrants		14,000,000			(14,000,000	)		—
Class A common stock subject to possible redemption		(442,135,795	)		65,646,665			(376,489,130	)
Net loss		(1,111,338	)		(37,802,459	)		(38,913,797	)

Summary of Significant Accounting Policies

6 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Emerging Growth Company

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

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

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

Cash and Cash Equivalents

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

Marketable Securities Held in Trust Account

At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. The Company accounts for its securities held in the trust account in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 320 “Debt and Equity Securities.” These securities are classified as trading securities with unrealized gains/losses recognized through income.

Warrant Liability

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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“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 shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, 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.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional

paid-in

capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a

non-cash

gain or loss on the statements of operations. The fair value of the warrants issued in the IPO has been estimated using a Monte Carlo simulation methodology as of the date of the IPO and such warrants’ quoted market price as of December 31, 2020. The private placement warrants were valued using a Monte Carlo simulation methodology (see Note 9).

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

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

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

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of ASC

340-10-S99-1

and SEC Staff Accounting Bulletin Topic 5A—Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $25,777,859 as a result of the Initial Public Offering (consisting of $9,200,000 of underwriting fees, $16,100,000 of deferred underwriting fees and $477,859 of other offering costs). The Company recorded $24,762,064 of offering costs as a reduction of equity in connection with the shares of Class A common Stock included in the Units. The Company immediately expensed $1,015,795 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities.

Net Income (Loss) Per Share

Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 24,666,666 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the

two-class

method of income (loss) per share. Net income (loss) per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance.

Net loss per share, basic and diluted, for

non-redeemable

common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Class A common stock subject to possible redemption, by the weighted average number of

non-redeemable

common stock outstanding for the period.

Non-redeemable

common stock includes Founder Shares and

non-redeemable

Class A shares as these shares do not have any redemption features.

Non-redeemable

common stock participates in the income or loss on marketable securities based on Class A

non-redeemable

share’s proportionate interest.

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


	For the Period from July 8, 2020 (Inception) through December 31, 2020
Common stock subject to possible redemption
Numerator: Earnings allocable to Common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	73,770
Unrealized gain on marketable securities held in Trust Account		6,617
Less: Company’s portion available to pay taxes		(79,207	)

Net Income allocable to shares subject to redemption	$	1,180

Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding		41,438,497

Basic and diluted net income per share	$	0.00

Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(38,913,797	)
Less: Net income allocable to Class A common stock subject to possible redemption		(1,180	)

Non-Redeemable Net Loss	$	(38,914,977	)

Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding		13,388,418

Basic and diluted net loss per share	$	(2.91	)

Concentration of Credit Risk

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

Fair Value of Financial Instruments

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

Fair Value Measurements

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

•

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

•

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

•

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

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

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then

re-valued

at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or

non-current

based on whether or not

net-cash

settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Recent Accounting Standards

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

Related Party Transactions

6 Months Ended

Dec. 31, 2020

RELATED PARTY TRANSACTIONS

NOTE 6. RELATED PARTY TRANSACTIONS

Founder Shares

On August 5, 2020, the Company issued an aggregate of 11,500,000 shares of Class B common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000 in cash. The Founder Shares included an aggregate of up to 1,500,000 shares of Class B common stock subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an

as-converted

basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriter’s election to fully exercise its over-allotment option, 1,500,000 Founder Shares are no longer subject to forfeiture.

The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (A) one year after the completion of a Business Combination or (B) the date subsequent to the Company’s initial Business Combination on which the Company completes a liquidation, merger, capital 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. Notwithstanding the foregoing, if the last reported sale price of the shares of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, 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, the converted Class A common stock will be released from the

lock-up.

Due from Sponsor

At the closing of the Initial Public Offering on October 2, 2020, a portion of the proceeds from the sale of the Private Placement Warrants in the amount of $4,800,000 was due to the Company to be held outside of the Trust Account for working capital purposes. Such amount was paid by the Sponsor to the Company on October 6, 2020.

Advances from Related Party

The Sponsor paid for certain offering costs on behalf of the Company in connection with the Initial Public Offering. The outstanding balance of 229,886 under these advances was repaid subsequent to the closing of the Initial Public Offering, on October 6, 2020.

Promissory Note — Related Party

On July 23, 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 $300,000. The Promissory Note was

non-interest

bearing and payable on the earlier of (i) January 31, 2021 or (i) the consummation of the Initial Public Offering. The outstanding balance under the Promissory Note of $261,386 was repaid subsequent to the closing of the Initial Public Offering on October 6, 2020.

Administrative Support Agreement

The Company entered into an agreement, commencing on September 30, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Company’s Chief Executive Officer, a total of up to $10,000 per month for office space and administrative support services. For the period from July 8, 2020 (inception) through December 31, 2020, the Company incurred and paid $30,000 in fees for these services.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants.

Warrant Liability

6 Months Ended

Dec. 31, 2020

Warrants and Rights Note Disclosure [Abstract]

WARRANT LIABILITY

NOTE 9. WARRANT LIABILITY

Warrants

—Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable 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 or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the issuance of the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects to do so, it will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants when the price per share of Class

A common stock equals or exceeds $18.00

Once the Public Warrants become exercisable, 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;

•

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

•

if, and only if, the reported last reported sale price of the Class A common stock for any 20 trading days within a

30-trading

day period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like).

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company are unable to register or qualify the underlying securities for sale under all applicable state securities laws. However, in this case, the Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of our Class A common stock is available throughout the

30-day

redemption period.

Redemption of warrants when the price per share of Class

A common stock equals or exceeds $10.00.

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

•

in whole and not in part;

•

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock;

•

if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and

•

if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

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, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A common (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 its affiliates, without taking into account any Founder Shares 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 total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, 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.

See Note 11 for additional discussion regarding the applicable accounting treatment and valuation of the Public Warrants and Private Placement Warrants.

Fair Value Measurements

6 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 11. FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are

re-measured

and reported at fair value at each reporting period, and

non-financial

assets and liabilities that are

re-measured

and reported at fair value at least annually.

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


Level 1:		Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

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

Level 3:		Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

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


Description	Level		December 31, 2020
Assets:
Marketable securities held in Trust Account		1		460,098,212
Liabilities:
Warrant Liability – Public Warrants		1		40,633,332
Warrant Liability – Private Placement Warrants		3		25,013,332

The Warrants were accounted for as liabilities in accordance with ASC

815-40

and are presented within warrant liabilities on our consolidated balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations.

Initial Measurement

The Company established the initial fair value for the Warrants on October 2, 2020, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model for the warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common shares and

one-third

of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B common shares, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common shares subject to possible redemption, Class A common shares and Class B common shares based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.

The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement:


Input	October 2, 2020 (Initial Measurement)
Risk-free interest rate		0.34	%
Expected term (years)		5.57
Expected volatility		17.4	%
Exercise price	$	11.50
Fair value of Units	$	10.00

On October 2, 2020, the Private Placement Warrants and Public Warrants were determined to be $1.17 per warrant for aggregate values of $10.9 million and $17.9 million, respectively.

Subsequent Measurement

The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 31, 2020 is classified as Level 1 due to the use of an observable market quote in an active market.

As of December 31, 2020, the aggregate values of the Private Placement Warrants and Public Warrants were $25.0 million and $40.6 million, respectively.

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement		Level	Public		Level	Warrant Liabilities
Fair value as of July 8, 2020	$	—		$	—		$	—
Initial measurement on October 2, 2020		10,920,000	3		17,940,000	3		28,860,000
Change in valuation inputs or other assumptions		14,093,332	3		22,693,332	1		36,786,664

Fair value as of December 31, 2020		$25,013,332			$40,633,332			$65,646,664

Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $17,940,000 during the period from October 2, 2020 through December 31, 2020.

Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate.

- Definition

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

+ References + Details

Subsequent Events

6 Months Ended

Dec. 31, 2020

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 12. SUBSEQUENT EVENTS

The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than as described in Note 2 and below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

A lawsuit was filed in the Supreme Court of the State of New York on January 18, 2021, and amended on March 24, 2021, by a purported Company stockholder in connection with the Business Combination:

Ciccotelli v. Vesper Healthcare Acquisition Corp., et al.,

Index No. 650346/2021 (N.Y. Sup. Ct.). On January 18, 2021, a lawsuit was filed in the Supreme Court of the State of New York by a purported Company stockholder in connection with the Business Combination:

Purvance v. Vesper Healthcare Acquisition Corp., et al.,

Index No. 650346/2021 (N.Y. Sup. Ct.). An additional lawsuit was filed by a different purported Company stockholder on January 19, 2021, and amended on March 22, 2021, in the Supreme Court of the State of New York in connection with the Business Combination:

Purvance v. Vesper Healthcare Acquisition Corp., et al.,

Index No. 650365/2021 (N.Y. Sup. Ct.). On January 26, 2021, a lawsuit was filed in the United States District Court, Southern District of New York by a different purported Company stockholder in connection with the Business Combination:

Watkins v. Vesper Healthcare Acquisition Corp., et al.

, No.

1:21-cv-00713

(S.D.N.Y.). On February 8, 2021, a lawsuit was filed in the Eleventh Judicial Circuit, in and for Miami-Dade County, Florida, by a different purported Company stockholder in connection with the Business Combination:

Elstein v. Saunders et al.

, No.

21-3028CA01

(Fla. 11th Cir. Ct.). The complaints name the Company and some or all of the current members of the Board as defendants. The complaints allege, among other things, breach of fiduciary duty claims against the Board in connection with the Business Combination. The complaints also allege that the Preliminary Proxy Statement is misleading and/or omits material information concerning the Business Combination. The complaints generally seek, among other things, injunctive relief, damages, and an award of attorneys’ fees. On March 2, 2021, counsel for Jordan Rosenblatt, a purported The Beauty Health Company shareholder, sent a demand letter alleging that The Beauty Health Company and its board had breached their fiduciary duties and violated federal securities laws in connection with the Preliminary Proxy Statement. Also on March 2, 2021, counsel for Patrick Plumley, a purported The Beauty Health Company shareholder, sent a demand letter alleging that The Beauty Health Company and its board had breached their fiduciary duties and/or violated federal securities laws in connection with the Preliminary Proxy Statement. Both letters sought additional disclosures.

The Company believes these allegations are without merit and intends to defend against them; however, the Company cannot predict with certainty the ultimate resolution of any proceedings that may be brought in connection with these allegations.

On April 19, 2021,

Elstein v. Saunders et al.

, No.

21-3028CA01

(Fla. 11th Cir. Ct.) was voluntarily dismissed. On April 26, 2021,

Purvance v. Vesper Healthcare Acquisition Corp., et al.

, Index No. 650365/2021 (N.Y. Sup. Ct.) was voluntarily discontinued. On May 12, 2021,

Watkins v. Vesper Healthcare Acquisition Corp., et al.

, No.

1:21-cv-00713

(S.D.N.Y.) was voluntarily dismissed. On May 17, 2021,

Ciccotelli v. Vesper Healthcare Acquisition Corp., et al.,

Index No. 650346/2021 (N.Y. Sup. Ct.) was voluntarily discontinued.

On May 4, 2021, the registrant consummated the previously announced business combination pursuant to that certain Agreement and Plan of Merger, dated December 8, 2020, by and among Vesper Healthcare Acquisition Corp., Hydrate Merger Sub I, Inc. (“Merger Sub I”), Hydrate Merger Sub II, LLC (“Merger Sub II”), LCP Edge Intermediate, Inc., the indirect parent of Edge Systems LLC d/b/a The HydraFacial Company (“HydraFacial”), and LCP Edge Holdco, LLC (the “Merger Agreement”), which provided for: (a) the merger of Merger Sub I with and into HydraFacial, with HydraFacial continuing as the surviving corporation (the “First Merger”), and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of HydraFacial with and into Merger Sub II, with Merger Sub II continuing as the surviving entity (the “Second Merger” and, together with the First Merger, the “Mergers” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). As a result of the First Merger, the registrant owns 100% of the outstanding common stock of HydraFacial and each share of common stock and preferred stock of HydraFacial has been cancelled and converted into the right to receive a portion of the consideration payable in connection with the Mergers. As a result of the Second Merger, the registrant owns 100% of the outstanding interests in Merger Sub II. In connection with the closing of the Business Combination (the “Closing”), the registrant owns, directly or indirectly, 100% of the stock of HydraFacial and its subsidiaries and the stockholders of HydraFacial as of immediately prior to the effective time of the First Merger hold a portion of the Class A Common Stock, par value $0.0001 per share, of the registrant.

In connection with the Closing, the registrant changed its name from “Vesper Healthcare Acquisition Corp.” to “The Beauty Health Company.”

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation

Emerging Growth Company

non-emerging

Use of Estimates

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Warrant Liability

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional

paid-in

non-cash

Class A Common Stock Subject to Possible Redemption

Income Taxes

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of ASC

340-10-S99-1

Net Income (Loss) Per Share

The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the

two-class

Net loss per share, basic and diluted, for

non-redeemable

common stock outstanding for the period.

Non-redeemable

common stock includes Founder Shares and

non-redeemable

Class A shares as these shares do not have any redemption features.

Non-redeemable

common stock participates in the income or loss on marketable securities based on Class A

non-redeemable

share’s proportionate interest.

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


	For the Period from July 8, 2020 (Inception) through December 31, 2020
Common stock subject to possible redemption
Numerator: Earnings allocable to Common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	73,770
Unrealized gain on marketable securities held in Trust Account		6,617
Less: Company’s portion available to pay taxes		(79,207	)

Net Income allocable to shares subject to redemption	$	1,180

Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding		41,438,497

Basic and diluted net income per share	$	0.00

Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(38,913,797	)
Less: Net income allocable to Class A common stock subject to possible redemption		(1,180	)

Non-Redeemable Net Loss	$	(38,914,977	)

Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding		13,388,418

Basic and diluted net loss per share	$	(2.91	)

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value Measurements

•

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

•

Derivative Financial Instruments

re-valued

non-current

based on whether or not

net-cash

settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Recent Accounting Standards

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended	6 Months Ended
	Oct. 02, 2020	Dec. 31, 2020
Description of Organization and Business Operations (Details) [Line Items]
Transaction costs		$ 25,777,859
Underwriting fees		9,200,000
Deferred underwriting fee		16,100,000
Other offerng costs		$ 477,859
Initial public offering price per share (in Dollars per share)	$ 10.00
Aggregate fair market value least percentage		80.00%
Business acquisition percentage		50.00%
Public shares price per share (in Dollars per share)		$ 10.00
Minimum net tangible assets to required business combination		$ 5,000,001
Redemption percentage		15.00%
Interest to pay dissolution expenses	$ 100,000
Business combination, description		the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and will not apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Stock Issued, Issuance Costs		$ 24,762,064
Offering costs allocated to warrant liability		$ 1,015,795
Sponsor [Member]
Description of Organization and Business Operations (Details) [Line Items]
Public shares redemption percentage		100.00%
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Consummated sale of units (in Shares)		46,000,000
Transaction costs		$ 25,777,859
Underwriting fees		9,200,000
Deferred underwriting fee		16,100,000
Other offerng costs		477,859
Proceeds from issuance of initial public offering		$ 460,000,000
Initial public offering price per share (in Dollars per share)	$ 10.00
Initial public offering price per unit (in Dollars per share)		$ 10.00
Stock Issued, Issuance Costs		$ 24,762,064
Offering costs allocated to warrant liability		$ 1,015,795
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Consummated sale of units (in Shares)	6,000,000
Stock price per unit (in Dollars per share)	$ 10.00
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Gross proceeds	$ 460,000,000
Private Placement Warrants [Member]
Description of Organization and Business Operations (Details) [Line Items]
Consummated sale of units (in Shares)	9,333,333
Stock price per unit (in Dollars per share)	$ 1.50	$ 1.50
Gross proceeds		$ 14,000,000
Private Placement Warrants [Member] \| Sponsor [Member]
Description of Organization and Business Operations (Details) [Line Items]
Stock price per unit (in Dollars per share)		$ 1.50
Class A Common Stock [Member] \| Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Consummated sale of units (in Shares)	46,000,000

Restatement of Previously Issued Financial Statements (Details) - Summary of effect of the restatement on each financial statement - USD ($)	6 Months Ended
	Dec. 31, 2020	Oct. 02, 2020	Jul. 07, 2020
Balance sheet
Additional paid-in capital	$ 43,911,821
Accumulated deficit	(38,913,797)
Shareholders' Equity	5,000,009
Income Statement [Abstract]
Change in fair value of warrant liability	(36,786,664)
Offering costs allocated to warrant liability	(1,015,795)
Net loss	$ (38,913,797)
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption (in Shares)	41,438,497
Basic and diluted net loss per common share, common stock subject to possible redemption	$ 0.00
Basic and diluted weighted average shares outstanding, non-redeemable common stock	13,388,418
Basic and diluted net loss per common share, non-redeemable common stock	$ (2.91)
Cash Flows from Operating Activities:
Net loss	$ (38,913,797)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liabilities	36,786,664
Non-Cash Investing and Financing Activities:
Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities	28,860,000
Statement of changes in stockholders' equity
Sale of 46,000,000 Units, net of underwriting discounts	417,297,936
Contribution in excess of fair value of Private Placement Warrants	3,080,000
Class A common stock subject to possible redemption	(376,489,130)
Net loss	(38,913,797)
Additional Paid-in Capital
Balance sheet
Shareholders' Equity	43,911,821
Statement of changes in stockholders' equity
Sale of 46,000,000 Units, net of underwriting discounts	417,293,336
Contribution in excess of fair value of Private Placement Warrants	3,080,000
Class A common stock subject to possible redemption	(376,485,365)
Accumulated Deficit
Balance sheet
Shareholders' Equity	(38,913,797)
Income Statement [Abstract]
Net loss	(38,913,797)
Cash Flows from Operating Activities:
Net loss	(38,913,797)
Statement of changes in stockholders' equity
Net loss	(38,913,797)
Class A Common Stock
Balance sheet
Common stock value	835
Shareholders' Equity	$ 835
Statement of changes in stockholders' equity
Shares of Class A common stock subject to possible redemption	37,648,795
Sale of 46,000,000 Units, net of underwriting discounts	$ 4,600
Class A common stock subject to possible redemption	(3,765)
Previously Reported [ Member]
Balance sheet
Common Shares Subject to Possible Redemption	442,135,795	$ 443,244,970
Additional paid-in capital	6,110,017	5,000,853
Accumulated deficit	(1,111,338)	(2,163)
Shareholders' Equity	5,000,008
Income Statement [Abstract]
Net loss	$ (1,111,338)
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption (in Shares)	44,324,497
Basic and diluted net loss per common share, common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, non-redeemable common stock	11,775,126
Basic and diluted net loss per common share, non-redeemable common stock	$ (0.09)
Cash Flows from Operating Activities:
Net loss	$ (1,111,338)
Statement of changes in stockholders' equity
Sale of 46,000,000 Units, net of underwriting discounts	434,222,141
Sale of 9,333,333 Private Placement Warrants	14,000,000
Class A common stock subject to possible redemption	(442,135,795)
Net loss	(1,111,338)
Previously Reported [ Member] \| Additional Paid-in Capital
Statement of changes in stockholders' equity
Sale of 46,000,000 Units, net of underwriting discounts	434,217,541
Sale of 9,333,333 Private Placement Warrants	14,000,000
Class A common stock subject to possible redemption	(442,131,374)
Previously Reported [ Member] \| Accumulated Deficit
Income Statement [Abstract]
Net loss	(1,111,338)
Cash Flows from Operating Activities:
Net loss	(1,111,338)
Statement of changes in stockholders' equity
Net loss	(1,111,338)
Previously Reported [ Member] \| Class A Common Stock
Balance sheet
Common stock value	$ 179	168
Statement of changes in stockholders' equity
Shares of Class A common stock subject to possible redemption	44,213,441
Class A common stock subject to possible redemption	$ (4,421)
Adjustments [Member]
Balance sheet
Warrant liability	65,646,664	28,860,000
Common Shares Subject to Possible Redemption	(65,646,665)	(28,860,000)
Additional paid-in capital	37,801,804	1,015,507
Accumulated deficit	(37,802,459)	(1,015,795)
Shareholders' Equity	1
Income Statement [Abstract]
Change in fair value of warrant liability	(36,786,664)
Offering costs allocated to warrant liability	(1,015,795)
Net loss	$ (37,802,459)
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption (in Shares)	(2,886,000)
Basic and diluted weighted average shares outstanding, non-redeemable common stock	1,613,292
Basic and diluted net loss per common share, non-redeemable common stock	$ (2.82)
Cash Flows from Operating Activities:
Net loss	$ (37,802,459)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liabilities	36,786,664
Non-Cash Investing and Financing Activities:
Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities	28,860,000
Statement of changes in stockholders' equity
Sale of 46,000,000 Units, net of underwriting discounts	(16,924,205)
Contribution in excess of fair value of Private Placement Warrants	3,080,000
Sale of 9,333,333 Private Placement Warrants	(14,000,000)
Class A common stock subject to possible redemption	65,646,665
Net loss	(37,802,459)
Adjustments [Member] \| Additional Paid-in Capital
Statement of changes in stockholders' equity
Sale of 46,000,000 Units, net of underwriting discounts	(16,924,205)
Contribution in excess of fair value of Private Placement Warrants	3,080,000
Sale of 9,333,333 Private Placement Warrants	(14,000,000)
Class A common stock subject to possible redemption	65,646,009
Adjustments [Member] \| Accumulated Deficit
Income Statement [Abstract]
Net loss	(37,802,459)
Cash Flows from Operating Activities:
Net loss	(37,802,459)
Statement of changes in stockholders' equity
Net loss	(37,802,459)
Adjustments [Member] \| Class A Common Stock
Balance sheet
Common stock value	$ 656	288
Statement of changes in stockholders' equity
Shares of Class A common stock subject to possible redemption	6,564,646
Class A common stock subject to possible redemption	$ 656
Restated [Member]
Balance sheet
Warrant liability	65,646,664	28,860,000
Common Shares Subject to Possible Redemption	376,489,130	414,384,970
Additional paid-in capital	43,911,821	6,016,360
Accumulated deficit	(38,913,797)	(1,017,958)
Shareholders' Equity	5,000,009
Income Statement [Abstract]
Change in fair value of warrant liability	(36,786,664)
Offering costs allocated to warrant liability	(1,015,795)
Net loss	$ (38,913,797)
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption (in Shares)	41,438,497
Basic and diluted weighted average shares outstanding, non-redeemable common stock	13,388,418
Basic and diluted net loss per common share, non-redeemable common stock	$ (2.91)
Cash Flows from Operating Activities:
Net loss	$ (38,913,797)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liabilities	36,786,664
Non-Cash Investing and Financing Activities:
Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities	28,860,000
Statement of changes in stockholders' equity
Sale of 46,000,000 Units, net of underwriting discounts	417,297,936
Contribution in excess of fair value of Private Placement Warrants	3,080,000
Class A common stock subject to possible redemption	(376,489,130)
Net loss	(38,913,797)
Restated [Member] \| Additional Paid-in Capital
Statement of changes in stockholders' equity
Sale of 46,000,000 Units, net of underwriting discounts	417,293,336
Contribution in excess of fair value of Private Placement Warrants	3,080,000
Class A common stock subject to possible redemption	(376,485,365)
Restated [Member] \| Accumulated Deficit
Income Statement [Abstract]
Net loss	(38,913,797)
Cash Flows from Operating Activities:
Net loss	(38,913,797)
Statement of changes in stockholders' equity
Net loss	(38,913,797)
Restated [Member] \| Class A Common Stock
Balance sheet
Common stock value	$ 835	$ 456
Statement of changes in stockholders' equity
Shares of Class A common stock subject to possible redemption	37,648,795
Class A common stock subject to possible redemption	$ (3,765)

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted loss per common share	6 Months Ended
	Dec. 31, 2020 USD ($) $ / shares shares
Numerator: Earnings allocable to Common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$ 73,770
Unrealized gain on marketable securities held in Trust Account	6,617
Less: Company's portion available to pay taxes	(79,207)
Net Income allocable to shares subject to redemption	$ 1,180
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding (in Shares) \| shares	41,438,497
Basic and diluted net income per share (in Dollars per share) \| $ / shares	$ 0.00
Numerator: Net Loss minus Net Earnings
Net loss	$ (38,913,797)
Less: Net income allocable to Class A common stock subject to possible redemption	(1,180)
Non-Redeemable Net Loss	$ (38,914,977)
Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding (in Shares) \| shares	13,388,418
Basic and diluted net loss per share (in Dollars per share) \| $ / shares	$ (2.91)

Related Party Transactions (Details) - USD ($)			1 Months Ended		6 Months Ended
Related Party Transactions (Details) - USD ($)	Oct. 02, 2020	Aug. 05, 2020	Oct. 06, 2020	Sep. 30, 2020	Dec. 31, 2020	Jul. 23, 2020
Related Party Transactions (Details) [Line Items]
Founder shares (in Shares)		1,500,000
Ownership percentage		20.00%
Founder shares, description					The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (A) one year after the completion of a Business Combination or (B) the date subsequent to the Company’s initial Business Combination on which the Company completes a liquidation, merger, capital 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. Notwithstanding the foregoing, if the last reported sale price of the shares of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, 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, the converted Class A common stock will be released from the lock-up.
Proceeds from sale of private placement warrants					$ 14,000,000
Outstanding advance amount			$ 229,886
Repayment of promissory note			$ 261,386
Sponsor services fee					30,000
Working capital loans					$ 1,500,000
Convertiable warrant price per share (in Dollars per share)					$ 1.50
Administrative Support Agreement [Member]
Related Party Transactions (Details) [Line Items]
Sponsor services fee				$ 10,000
Private Placement Warrants [Member]
Related Party Transactions (Details) [Line Items]
Proceeds from sale of private placement warrants	$ 4,800,000
Initial Public Offering [Member]
Related Party Transactions (Details) [Line Items]
Aggregate principal amount						$ 300,000
Class B common stock [Member] \| Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Aggregate of shares purchased (in Shares)		11,500,000
Aggregate purchase price		$ 25,000
Founder shares (in Shares)		1,500,000

Stockholders' Equity (Details)	6 Months Ended
Stockholders' Equity (Details)	Dec. 31, 2020 $ / shares shares
Stockholders' Equity (Details) [Line Items]
Preferred stock, shares authorized	1,000,000
Preferred stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Over-Allotment Option [Member]
Stockholders' Equity (Details) [Line Items]
Aggregate conversion basis percentage	20.00%
Class A Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized	200,000,000
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock, shares issued	8,351,205
Common Stock, shares, outstanding	8,351,205
Common stock subject to possible redemption, at redemption value	37,648,795
Class B Common Stock
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized	20,000,000
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock, shares issued	11,500,000
Common Stock, shares, outstanding	11,500,000

Warrant Liability (Details)	6 Months Ended
Warrant Liability (Details)	Dec. 31, 2020
Class of Warrant or Right [Line Items]
Business combination, description	In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A common (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 its affiliates, without taking into account any Founder Shares 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 total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.
Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Description of warrants for redemption	Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the Public Warrants become exercisable, 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; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like).
Public Warrants [Member]
Class of Warrant or Right [Line Items]
Description of warrants for redemption	Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and ● if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
Warrant [Member]
Class of Warrant or Right [Line Items]
Initial public offering closing period	1 year
Public warrants expire period	5 years

Income Tax (Details) - Schedue of income tax provision	6 Months Ended
Income Tax (Details) - Schedue of income tax provision	Dec. 31, 2020 USD ($)
Federal
Current
Deferred	(44,562)
State and Local
Current
Deferred
Change in valuation allowance	44,562
Income tax provision

- Definition

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

+ References + Details

Restatement of Previously Issued Financial Statements (Details) (Parentheticals) - Summary of effect of the restatement on each financial statement	6 Months Ended
	Dec. 31, 2020 shares
Disclosure of Effect Of The Restatement On Each Financial Statement [Line Items]
Sale of Units, net of underwriting discounts	46,000,000
Sale of Private Placement Warrants	9,333,333
Additional Paid-in Capital
Disclosure of Effect Of The Restatement On Each Financial Statement [Line Items]
Sale of Units, net of underwriting discounts	46,000,000
Sale of Private Placement Warrants	9,333,333

Initial Public Offering (Details) - $ / shares	1 Months Ended	6 Months Ended
Initial Public Offering (Details) - $ / shares	Oct. 02, 2020	Dec. 31, 2020
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Sale of stock units		46,000,000
Additional purchase units		6,000,000
Sale price per unit		$ 10.00
Class A Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Additional purchase units
Sale price per unit		$ 11.50
Public warrants common stock exercise price per share		$ 11.50
Class A Common Stock [Member] \| Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Sale of stock units	46,000,000

Private Placement (Details) - USD ($)		6 Months Ended
Private Placement (Details) - USD ($)	Oct. 02, 2020	Dec. 31, 2020
Private Placement (Details) [Line Items]
Aggregate purchase price amount (in Dollars)		$ 14,000,000
Contribution in excess of fair value of Private Placement Warrants		$ 3,080,000
Private Placement Warrants [Member]
Private Placement (Details) [Line Items]
Aggregate purchase (in Shares)		9,333,333
Warrant price	$ 1.50	$ 1.50
Aggregate purchase price amount (in Dollars)	$ 4,800,000
Fair value per warrant		$ 1.17
Contribution in excess of fair value of Private Placement Warrants		$ 3,080,000
Private Placement Warrants [Member] \| Private Placement [Member]
Private Placement (Details) [Line Items]
Warrant price		$ 1.50
Aggregate purchase price amount (in Dollars)		$ 14,000,000
Class A common stock [Member]
Private Placement (Details) [Line Items]
Price per share		$ 11.50

Commitments (Details)	6 Months Ended
Commitments (Details)	Dec. 31, 2020 USD ($) $ / shares
Disclosure Text Block Supplement [Abstract]
Deferred fee per unit price (in Dollars per share) \| $ / shares	$ 0.35
Deferred fee amount	$ 16,100,000
Agreement, description	Pursuant to the Merger Agreement, the aggregate merger consideration payable to the stockholders of HydraFacial will be paid in a combination of stock and cash equal to $975,000,000, subject to adjustments, (the “Merger Consideration”). The cash consideration will be an amount equal to the Company’s cash and cash equivalents as of the Closing (including proceeds in connection with the Private Placement and the funds in the Company’s Trust Account), minus HydraFacial’s outstanding indebtedness at the closing, minus transaction expenses of HydraFacial and the Company, minus $100,000,000. However, cash consideration, together with certain contractual fee payments, will be subject to a maximum of 60% of the aggregate Merger Consideration. The remainder of the Merger Consideration will be paid in a number of shares of newly issued Class A common stock of the Company (“Company Common Stock”) valued at $10.00 per share.
Payment of common stock	$ 75,000,000

Income Tax (Details)	6 Months Ended
Income Tax (Details)	Dec. 31, 2020 USD ($)
Income Tax Disclosure [Abstract]
US federal and state net opearting loss carryforward	$ 104,712
Change in the valuation allowance	$ 44,562

Restatement of Previously Issued Financial Statements (Details)	Dec. 31, 2020
Restatement of Previously Issued Financial Statements [Abstract]
Percent of exchange offer made to and accepted by holders	50.00%

Summary of Significant Accounting Policies (Details)	6 Months Ended
Summary of Significant Accounting Policies (Details)	Dec. 31, 2020 USD ($) shares
Subsidiary, Sale of Stock [Line Items]
Effect of warrants sold in initial public offering and private placement to purchase shares of common stock \| shares	24,666,666
Federal depository insurance coverage	$ 250,000
Other offerng costs	477,859
Deferred underwriting fee	16,100,000
Underwriting fees	9,200,000
Transaction costs	25,777,859
Stock Issued, Issuance Costs	24,762,064
Offering costs allocated to warrant liability	1,015,795
Initial Public Offering [Member]
Subsidiary, Sale of Stock [Line Items]
Other offerng costs	477,859
Deferred underwriting fee	16,100,000
Underwriting fees	9,200,000
Transaction costs	25,777,859
Stock Issued, Issuance Costs	24,762,064
Offering costs allocated to warrant liability	$ 1,015,795

Income Tax (Details) - Schedule of net deferred tax liabilities	Dec. 31, 2020 USD ($)
Schedule of net deferred tax liabilities [Abstract]
Net operating loss carryforward	$ 21,990
Startup/ Organizational Expenses	43,197
Unrealized gain on marketable securities	(20,625)
Total deferred tax assets	44,562
Valuation Allowance	(44,562)
Deferred tax assets, net of allowance

Income Tax (Details) - Schedule of reconciliation of federal income tax rate	6 Months Ended
	Dec. 31, 2020
Schedule of reconciliation of federal income tax rate [Abstract]
Statutory federal income tax rate	21.00%
State taxes, net of federal tax benefit	0.00%
Business combination	(0.50%)
Change in fair value of warrant liability	(19.80%)
Offering costs allocated to warrant liability	(0.60%)
Valuation allowance	(0.10%)
Income tax provision	0.00%

Fair Value Measurements (Details) - Schedule of fair value on a recurring basis - Fair Value, Recurring [Member]	Dec. 31, 2020 USD ($)
Level 1 [Member]
Assets:
Marketable securities held in Trust Account	$ 460,098,212
Level 1 [Member] \| Public Warrants [Member]
Liabilities:
Warrant Liability	40,633,332
Level 3 [Member] \| Private Placement Warrants [Member]
Liabilities:
Warrant Liability	$ 25,013,332

Fair Value Measurements (Details) - Summary of quantitative information regarding fair value measurements of warrants - Level 3 [Member]	Oct. 02, 2020 yr
Risk-free interest rate [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants and rights outstanding percentage	0.34%
Expected term (years) [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants and rights outstanding, term	5 years 6 months 25 days
Expected volatility [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants and rights outstanding percentage	17.40%
Exercise price [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants and rights outstanding, measurement input	11.50
Fair value of Units [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants and rights outstanding, measurement input	10.00

Fair Value Measurements (Details) - USD ($)	3 Months Ended
Fair Value Measurements (Details) - USD ($)	Dec. 31, 2020	Oct. 02, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, measurement with unobservable inputs reconciliation, liability, transfers out of level 3	$ 17,940,000
Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants exercise price		$ 1.17
Warrants outstanding value	25,000,000	$ 10,900,000
Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants exercise price		$ 1.17
Warrants outstanding value	$ 40,600,000	$ 17,900,000

Subsequent Events (Details) - $ / shares	May 04, 2021	Dec. 31, 2020
Subsequent Event [Line Items]
Business acquisition, percentage of voting interests		50.00%
Common Class A [Member]
Subsequent Event [Line Items]
Common stock par value per share		$ 0.0001
Subsequent Event [Member] \| Hydra Facial [Member]
Subsequent Event [Line Items]
Business acquisition, description	(a) the merger of Merger Sub I with and into HydraFacial, with HydraFacial continuing as the surviving corporation (the “First Merger”), and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of HydraFacial with and into Merger Sub II, with Merger Sub II continuing as the surviving entity (the “Second Merger” and, together with the First Merger, the “Mergers” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”).
Business acquisition, percentage of voting interests	100.00%
Subsequent Event [Member] \| HydraFacial And Subsidiaries [Member]
Subsequent Event [Line Items]
Business acquisition, percentage of voting interests	100.00%
Subsequent Event [Member] \| HydraFacial And Subsidiaries [Member] \| Common Class A [Member]
Subsequent Event [Line Items]
Common stock par value per share	$ 0.0001