0001104659-21-082889 | S-4/A | XBRL Viewer | Rodgers Silicon Valley Acquisition Corp

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Condensed Financial Statements

The condensed balance sheet as of March 31, 2021 and the condensed statements of operations, condensed statements of shareholders’ equity and the condensed statements of cash flows for the three months ended March 31, 2021 are unaudited. These accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the SEC for interim financial reporting. In the opinion of management, these unaudited condensed financial statements reflect all adjustments, consisting of normal recurring items, considered necessary to present fairly the Company’s financial condition, results of operations, stockholders’ equity and cash flows for the interim periods indicated. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the operating results for the full year, and therefore should not be relied upon as an indicator of future results. The condensed balance sheet as of December 31, 2020 included herein was derived from the audited financial statements as of that date. The accompanying condensed financial statements and related notes should be read in conjunction with the audited financial statements for the year ended December 31, 2020.

Use of Estimates

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

Summary of Significant Accounting Policies

There have been no significant changes to the Company’s significant accounting policies in Note 2. “Summary of Significant Accounting Policies,” of the notes to the financial statements for the year ended December 31, 2020 included in the RSVAC Annual Report on Form 10-K and Form 10-K/A filed with the SEC.

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Emerging Growth Company

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

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

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

Risks and Uncertainties

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

Use of 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.

Warrant Liability (see Note 2)

The Company accounts for the Warrants in accordance with the guidance contained in ASC 815‑40‑15‑7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of the Public Warrants were estimated using a Monte Carlo simulation model.

The Private Placement Warrants were valued using a Modified Black Scholes Option Pricing Model.

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31 2020, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

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

Net Loss Per Common Share

Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 17,500,000 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 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 loss, adjusted for income or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period.

Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable common stock shares’ proportionate interest (see Note 2).


	For the Period
	from September23,
	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	$	5,060
Unrealized loss on marketable securities held in Trust Account		(33,449)
Net loss allocable to shares subject to possible redemption	$	(28,389)
Denominator: Weighted Average Common stock subject to possible redemption
Basic and diluted weighted average shares outstanding		19,978,262
Basic and diluted net income per share	$	0.00
Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(2,493,666)
Net loss allocable to Common stock subject to possible redemption		28,389
Non-Redeemable Net Loss	$	(2,465,277)
Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding		6,582,520
Basic and diluted net loss per share	$	(0.37)

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 limit 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 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

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 financial statements.

RELATED PARTY TRANSACTIONS	3 Months Ended
RELATED PARTY TRANSACTIONS	Mar. 31, 2021	Dec. 31, 2020
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On September 24, 2020, the Company issued an aggregate of 5,750,000 shares of Class B common stock (the “Founder Shares”) to the Sponsor, Rodgers Capital LLC, for an aggregate purchase price of $25,000 in cash. The Founder Shares include an aggregate of up 750,000 shares subject to forfeiture to the extent that the underwriters’ overallotment option is not exercised in full or in part, so that the Sponsor will own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to fully exercise their over-allotment option at the Initial Public Offering, the 750,000 shares are no longer subject to forfeiture. Certain directors of RSVAC are members of the Sponsor, Rodgers Capital LLC and own units of the Sponsor that will convert into Founder Shares upon distribution of the Sponsor’s assets to its members. Prior to the IPO, Mr. Hernandez, Mr. McCranie, Mr. Gomo, Mr. Malchow and Ms. Hung received 460,000, 450,000, 295,000, 262,500 and 262,500 units respectively, which are convertible into Founder Shares. The balance of the units in the Sponsor are held by the Rodgers Massey Revocable Trust, of which Mr. Rodgers is trustee and are convertible into 4,020,000 Founder Shares. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Company’s common stock equals or exceeds $14.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on December 4, 2020 through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. For the three months ended March 31, 2021, the Company incurred $30,000 in fees for these services. At March 31, 2021, fees of $30,000 is included in accrued expenses in the accompanying balance sheet. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the initial stockholders or an affiliate of the initial stockholders 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 $1,000,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants.	NOTE 6 — RELATED PARTY TRANSACTIONS Founder Shares On September 24, 2020, the Company issued an aggregate of 5,750,000 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 include an aggregate of up 750,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the Sponsor will own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to fully exercise their over-allotment option at the Initial Public Offering, the 750,000 shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Company’s common stock equals or exceeds $14.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on December 4, 2020 through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. For the period from September 23, 2020 (inception) through December 31, 2020, the Company incurred $10,000 in fees for these services. At December 31, 2020, fees of $10,000 is included in accrued expenses in the accompanying balance sheet. Advances from Related Party As of December 4, 2020, the Sponsor paid for certain offering costs on behalf of the Company in connection with the Initial Public Offering. As of December 4, 2020, advances amounting to $125,000 were outstanding. The outstanding balance under these advances was repaid subsequent to the closing of the Initial Public Offering, on December 8, 2020. Promissory Note — Related Party On September 24, 2020, the Company issued an unsecured promissory note to the Company’s Chief Executive Officer (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $50,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) the consummation of the Initial Public Offering or (iii) the abandonment of the Initial Public Offering. As of December 4, 2020, there was $50,000 outstanding under the Promissory Note, which was due on demand. The outstanding balance under the Promissory Note of $50,000 was repaid subsequent to the Initial Public Offering, on December 8, 2020. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the initial stockholders or an affiliate of the initial stockholders 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 $1,000,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants.

COMMITMENTS	3 Months Ended
COMMITMENTS	Mar. 31, 2021	Dec. 31, 2020
COMMITMENTS and CONTINGENCIES
COMMITMENTS	NOTE 6 — COMMITMENTS and CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on December 1, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of 3.5% of the gross proceeds of the Initial Public Offering, or $8,050,000. The deferred fee will be payable in cash to the underwriters solely in the event that the Company completes a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. Contingencies Michael Costello v. Rodgers Silicon Valley Acquisition Corp., et al., 21-CV-01536, Superior Court of California, San Mateo County On March 22, 2021, Michael Costello filed a complaint in the Superior Court of California, San Mateo County, against the Company and the Company’s board of directors. The plaintiff alleges, among other things, that the directors breached their fiduciary duties in connection with the terms of a proposed transaction, and that the disclosures in the Company’s registration statement regarding the proposed transaction are materially deficient. The plaintiff seeks, among other things, unspecified monetary damages and injunctive relief, including enjoining the proposed transaction. Derek Boxhorn v. Rodgers Silicon Valley Acquisition Corp., et al., 1:21-cv-02900 (SDNY) On April 5, 2021, Derek Boxhorn filed a complaint in the United States District Court for the Southern District of New York against the “Company and the Company’s board of directors. The plaintiff alleges, among other things, that the defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, and that the individual defendants breached their fiduciary duties, in connection with the terms of a proposed transaction, and that the Company’s registration statement contains materially incomplete and misleading information regarding the proposed transaction. RSVA cannot predict the outcome of the lawsuits or any others that might be filed subsequent to the date of filing of this Amendment and cannot reasonably estimate the possible loss or range of loss with respect to these matters. The Company believes that the lawsuits are without merit and intend to defend against the claims vigorously.	NOTE 7 — COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on December 1, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of 3.5% of the gross proceeds of the Initial Public Offering, or $8,050,000. The deferred fee will be payable in cash to the underwriters solely in the event that the Company completes a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

STOCKHOLDERS' EQUITY

3 Months Ended

Mar. 31, 2021

Dec. 31, 2020

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

NOTE 7 — STOCKHOLDERS’ EQUITY

Preferred Stock— The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per shares. At March 31, 2021 there were no preferred shares issued and outstanding.

Common Stock— The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. At March 31, 2021, there were 14,086,153 shares of common stock issued and outstanding, excluding 14,663,847 shares subject to possible redemption.

Warrants— Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. 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 shares of 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 shares of 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. No warrant will be exercisable and the Company will not be obligated to issue any shares of common stock upon exercise of a warrant unless 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 15 days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration under the Securities Act of the shares of common stock issuable upon exercise of the warrants and thereafter will use its best efforts to cause the same to become effective within 60 business days following a Business Combination and to maintain a current prospectus relating to the common stock issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of 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. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

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

in whole and not in part;

at a price of $0.01 per warrant;

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

if, and only if, the last reported sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders

If and 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.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. 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 the Company issues additional common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or 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”), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price.

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 saleable 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.

NOTE 8 — STOCKHOLDERS’ EQUITY

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per shares. At December 31, 2020 there were no preferred shares issued and outstanding.

Common Stock — The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. At December 31, 2020, there were 8,948,018 shares of common stock issued and outstanding, excluding 19,801,982 shares subject to possible redemption (see Note 2).

Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

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

in whole and not in part;

at a price of $0.01 per warrant;

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

INCOME TAXES

3 Months Ended

Dec. 31, 2020

INCOME TAX

INCOME TAX

NOTE 9 — INCOME TAX

The Company’s net deferred tax assets at December 31, 2020 is as follows:


	December 31,
	2020
Deferred tax assets
Net operating loss carryforward	$	34,990
Unrealized loss on marketable securities		6,924
Total deferred tax assets		41,914
Valuation Allowance		(41,914)
Deferred tax assets, net allowance	$	—

The income tax provision for the period from September 23, 2020 (inception) through December 31, 2020 consists of the following:


	December 31,
	2020
Federal
Current	$	—
Deferred		(41,914)
State and Local
Current		—
Deferred		—
Change in valuation allowance		41,914
Income tax provision	$	—

As of December 31, 2020, the Company had U.S. federal net operating loss carryforwards available to offset future taxable income of $166,619 which carryforward indefinitely.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from September 23, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $41,914.

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows:


	December 31, 2020
Statutory federal income tax rate	21.0	%
State taxes, net of federal tax benefit	0.0	%
Change in fair value of Warrants (see Note 2)	(13.4)	%
Transaction costs attributable to Warrants	(5.9)	%
Meals and entertainment	(0.3)	%
Valuation allowance	(1.7)	%
Income tax provision	0.0	%

The Company files U.S. and California income tax returns. The Company’s tax returns for the year ended December 31, 2020 remain open and subject to examination. The Company considers California to be a significant state tax jurisdiction.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2021

Dec. 31, 2020

FAIR VALUE MEASUREMENTS

NOTE 8 — FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and nonfinancial 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 March 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description	Level	March 31, 2021
Assets:
Marketable securities held in Trust Account	1	$	230,016,101

Liabilities:
Warrant Liability - Public Warrants	3		45,425,000
Warrant Liability - Private Placement Warrants	3		25,200,000

The Private Placement Warrants were valued using a Modified Black-Scholes Model, which is considered to be a Level 3 fair value measurement. The Modified BlackScholes Model uses a Black-Scholes Option Pricing Model that is modified for the probability of consummation of the Business Combination.

The Public Warrants were valued using publicly available trading price, which is considered to be a Level 1 fair value measurement.

The key inputs into valuing our warrant liabilities is as follows:


	Level	March 31, 2021
Strike Price		$	11.50
Risk Free Rate	(a)		1.00	%
Expected Volatility	(b)		28.0	%
Terms (Years)	(c)		5.36
Probability of Acquisition	(d)		95.0	%

(a) Based on the linearly interpolated treasury rate

(b) Blended volatility based upon weighted average of time pre announcement and post announcement

(d) Based upon success of SPACs in completing business combination

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


	Private Placement		Public		Warrant Liabilities
Fair Value as of December 31, 2020	$	6,900,000	$	12,880,000.00	$	19,780,000

Change in valuation inputs or other assumptions		18,300,000		32,545,000		50,845,000

Fair Value as of March 31, 2021	$	25,200,000	$	45,425,000	$	70,625,000

The public warrants were transferred from Level 3 to Level 1 in the fair value hierarchy.

NOTE 10 — FAIR VALUE MEASUREMENTS

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

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 (see Note 2):


		December 31,
Description	Level	2020
Assets:
Marketable securities held in Trust Account .	1	$	229,967,028
Liabilities:
Warrant Liability – Public Warrants	3		12,880,000
Warrant Liability – Private Placement Warrants	3		6,900,000

The Private Placement Warrants were valued using a Modified Black-Scholes Model, which is considered to be a Level 3 fair value measurement. The Modified Black-Scholes Model uses a Black-Scholes Option Pricing Model that is modified for the probability of consummation of the Business Combination.

The Public Warrants were valued using a Monte Carlo simulation model, which is considered to be a Level 3 fair value measurement. The Monte Carlo simulation model uses similar inputs to the Black- Scholes, but considers the redemption features applicable to the contractual redemption terms of the public warrant agreements.

The key inputs into valuing our warrant liabilities is as follows:


		December 4, 2020				December 31, 2020
		(Initial Measurement)
Strike Price		$	11.50		$	11.50
Risk Free Rate	(a)		0.5	%		0.5	%
Expected Volatility	(b)		19.0	%		19.0	%
Term (Years)	(c)		5.75	%		5.57	%
Probability of Acquisition	(d)		80	%		85	%

(a)

Based on the linearly interpolated treasury rate

(b)

Blended volatility based upon weighted average of time pre announcement and post announcement

(c)

As of the measurement date until assumed expiration

(d)

Based upon success of SPACs in completing business combination

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


	Private				Warrant
	Placement		Public		Liabilities

Fair value as of September 23, 2020	$	—	$	—	$	—
Initial measurement on December 4, 2020		6,000,000		12,190,000		18,190,000
Change in valuation inputs or other assumptions		900,000		690,000		1,590,000
Fair value as of December 31, 2020	$	6,900,000	$	12,880,000	$	19,780,000

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

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.

SUBSEQUENT EVENTS	3 Months Ended
SUBSEQUENT EVENTS	Mar. 31, 2021	Dec. 31, 2020
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10 — SUBSEQUENT EVENTS On May 24, 2021, a members of the board of directors issued, to Enovix Corporation a secured promissory notes (the “Note”) with an aggregate principal balance of $15,000 and an interest rate of 7.5% per annum payable monthly and on the maturity date. All unpaid interest and principal shall be due and payable upon request by the holders on or after the earlier of (i) the closing of the Merger Agreement and (ii) November 24, 2021. To secure payment of all amounts due under the Note, Enovix Corporation granted a security interest in all of the Enovix Corporation’s personal property, now existing or hereafter arising, including all accounts, inventory, equipment, general intangibles, financial assets, investment property, securities, deposit accounts, and the proceeds thereof (together, the “Collateral”), but which shall not include the intellectual property.	NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. 11A Merger Agreement On February 22, 2021, the Company entered into an agreement and plan of merger (as it may be amended and/or restated from time to time, the “Merger Agreement”), by and among the Company, RSVAC Merger Sub Inc., a wholly-owned subsidiary of RSVA (“Merger Sub”) (formed on February 16, 2021), and Enovix. Pursuant to the Merger Agreement, at the closing of the transactions contemplated thereby, Merger Sub will merge with and into Enovix (the “Merger”) with Enovix surviving the merger as a wholly owned subsidiary of RSVA (the “Business Combination”). In addition, in connection with the consummation of the Business Combination, RSVA will be renamed “Enovix Corporation.” Under the Merger Agreement, RSVA has agreed to acquire all of the outstanding shares of Enovix common stock (including any options or warrants exercisable therefor) for $1.05 billion in aggregate consideration, comprising 105,000,000 shares of the Company’s common stock, based on a price of $10.00 per share (such shares being referred to herein as the “Merger Consideration”). At the effective time of the Merger (the “Effective Time”), by virtue of the Merger (defined herein) and without any further action on the part of the Company, Merger Sub or Enovix, each share of Enovix common stock issued and outstanding immediately prior to the Effective Time shall be canceled and automatically converted into the right to receive a number of shares of the Company equal in value to the quotient of the Merger Consideration divided by the fully diluted capitalization of Enovix (the “Exchange Ratio”) without interest. Each outstanding Enovix option and warrant shall be assumed by the Company and automatically converted into an option and warrant to purchase such number of shares of the Company’s common stock, as adjusted based on the Exchange Ratio. No certificates or scrip representing fractional shares of the Company’s common stock will be issued pursuant to the Merger. Stock certificates evidencing the Merger Consideration shall bear restrictive legends as required by any securities laws at the time of the Merger. The Business Combination with Enovix will be consummated subject to certain conditions as further described in the Merger Agreement. PIPE Subscription Agreements RSVA entered into subscription agreements (the “Subscription Agreements”) dated as of February 22, 2021, with certain institutional and accredited investors, pursuant to which, among other things, RSVA agreed to issue and sell, in a private placement to close immediately prior to the closing of the Business Combination, an aggregate of 12,500,000 shares of RSVA common stock for $14.00 per share (the “PIPE Shares”) for a total of $175,000,000. Pursuant to the Subscription Agreements, RSVA agreed that, within 15 business days after the closing of the Business Combination, RSVA will file with the SEC (at RSVA’s sole cost and expense) a registration statement registering the resale of the PIPE Shares (the “PIPE Resale Registration Statement”), and RSVA shall use its commercially reasonable efforts to have the PIPE Resale Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the PIPE Resale Registration Statement is reviewed by, and comments thereto are provided by, the SEC) following the closing of the Business Combination and (ii) the 10th business day after the date RSVA is notified (orally or in writing, whichever is earlier) by the SEC that the PIPE Resale Registration Statement will not be “reviewed” or will not be subject to further review. 11B Legal Proceedings Michael Costello v. Rodgers Silicon Valley Acquisition Corp., et al., 21-CV-01536, Superior Court of California, San Mateo County On March 22, 2021, Michael Costello filed a complaint in the Superior Court of California, San Mateo County, against the Company and the Company’s board of directors. The plaintiff alleges, among other things, that the directors breached their fiduciary duties in connection with the terms of a proposed transaction, and that the disclosures in the Company’s registration statement regarding the proposed transaction are materially deficient. The plaintiff seeks, among other things, unspecified monetary damages and injunctive relief, including enjoining the proposed transaction. Derek Boxhorn v. Rodgers Silicon Valley Acquisition Corp., et al., 1:21-cv-02900 (SDNY) On April 5, 2021, Derek Boxhorn filed a complaint in the United States District Court for the Southern District of New York against the “Company and the Company’s board of directors. The plaintiff alleges, among other things, that the defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, and that the individual defendants breached their fiduciary duties, in connection with the terms of a proposed transaction, and that the Company’s registration statement contains materially incomplete and misleading information regarding the proposed transaction. RSVA cannot predict the outcome of the lawsuits or any others that might be filed subsequent to the date of filing of this Amendment and cannot reasonably estimate the possible loss or range of loss with respect to these matters. The Company believes that the lawsuits are without merit and intend to defend against the claims vigorously.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Unaudited Interim Condensed Financial Statements

Basis of Presentation

Emerging Growth Company

Risks and Uncertainties

Use of Estimates

Cash and Cash Equivalents

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.

Warrant Liability

Warrant Liability (see Note 2)

The Private Placement Warrants were valued using a Modified Black Scholes Option Pricing Model.

Common Stock Subject to Possible Redemption

Income Taxes

Net Loss per Common Share

Net Loss Per Common Share


	For the Period
	from September23,
	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	$	5,060
Unrealized loss on marketable securities held in Trust Account		(33,449)
Net loss allocable to shares subject to possible redemption	$	(28,389)
Denominator: Weighted Average Common stock subject to possible redemption
Basic and diluted weighted average shares outstanding		19,978,262
Basic and diluted net income per share	$	0.00
Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(2,493,666)
Net loss allocable to Common stock subject to possible redemption		28,389
Non-Redeemable Net Loss	$	(2,465,277)
Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding		6,582,520
Basic and diluted net loss per share	$	(0.37)

Concentration of Credit Risk

Fair Value of Financial Instruments

Recent Accounting Standards

Summary of Significant Accounting Policies

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 financial statements.

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)

3 Months Ended

Dec. 31, 2020

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Schedule of company's previously reported operating expenses, cash flows or cash


	As
	Previously				As
	Reported		Adjustments		Restated
Balance sheet as of December 4, 2020
Warrant Liability	$	—	$	18,190,000	$	18,190,000
Common Stock Subject to Possible Redemption		217,972,620		(18,190,000)		199,782,620
Common Stock		695		182		877
Additional Paid-in Capital		5,000,411		701,197		5,701,608
Accumulated Deficit		(1,096)		(701,379)		(702,475)
Balance sheet as of December 31, 2020
Warrant Liability	$	—	$	19,780,000	$	19,780,000
Common Stock Subject to Possible Redemption		217,771,437		(19,780,007)		197,991,430
Common Stock		697		198		895
Additional Paid-in Capital		5,201,592		2,291,188		7,492,780
Accumulated Deficit		(202,287)		(2,291,379)		(2,493,666)
Stockholders’ Equity		5,000,002		7		5,000,009


	As
	Previously				As
	Reported		Adjustments		Restated
Statement of Operations for the Period from September 23, 2020 (inception) to December 31, 2020
Change in fair value of Warrants	$	—	$	(1,590,000)	$	(1,590,000)
Transaction costs attributable to Warrants		—		(701,379)		(701,379)
Net loss		(202,287)		(2,291,379)		(2,493,666)
Weighted average shares outstanding, Common stock subject to possible redemption		21,797,262		(1,819,000)		19,978,262
Basic and diluted net income per share, Common stock subject to possible redemption		—		—		—
Weighted average shares outstanding, Common stock		6,081,367		501,153		6,582,520
Basic and diluted net loss per share, Common stock		(0.03)		(0.34)		(0.37)
Cash Flow Statement for the Period from September 23, 2020 (inception) to December 31, 2020
Net loss	$	(202,287)	$	(2,291,379)	$	(2,493,666)
Change in fair value of Warrants		—		1,590,000		1,590,000
Transaction costs attributable to Warrants		—		701,379		701,379
Initial classification of common stock subject to possible redemption		217,972,620		(18,190,000)		199,782,620
Change in value of common stock subject to possible redemption		(201,183)		(1,590,007)		(1,791,190)

Statement of Changes in Stockholders’ Equity for the Period from September 23, 2020 (inception) to December 31, 2020


	Common Stock			Additional Paid-in		Accumulated		Total Stockholders’
	Shares	Amount		Capital		Deficit		Equity
Common stock subject to possible redemption – As Previously Reported	(21,780,266)	$	(2,178)	$	(217,769,259)	$	—	$	(217,771,437)
Common stock subject to possible redemption – Adjustments	1,978,284		198		19,779,809		—		19,780,007
Common stock subject to possible redemption – As Restated	(19,801,982)		(1,980)		(197,989,450)		—		(197,991,430)
Net loss – As Previously Reported	—		—		—		(202,287)		(202,287)
Net loss – Adjustments	—		—		—		(2,291,379)		(2,291,379)
Net loss – As Restated	—		—		—		(2,493,666)		(2,493,666)
Balance at December 31, 2020 – As
Previously Reported	6,969,734		697		5,201,592		(202,287)		5,000,002
Balance at December 31, 2020 – Adjustments	1,978,284		198		2,291,188		(2,291,379)		7
Balance at December 31, 2020 – As Restated	8,948,018		895		7,492,780		(2,493,666)		5,000,009

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Schedule of basic and diluted net loss per common share


	Three Months Ended
	March 31, 2021
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	$	61,910
Unrealized gain on marketable securities held in Trust Account		9,455
Net loss allocable to shares subject to possible redemption	$	71,365
Denominator: Weighted Average Common stock subject to possible redemption
Basic and diluted weighted average shares outstanding		19,801,982
Basic and diluted net income per share	$	0.00

Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(51,352,965)
Net loss allocable to Common stock subject to possible redemption		(71,365)
Non-Redeemable Net Loss	$	(51,424,330)
Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding		8,948,018
Basic and diluted net loss per share	$	(5.75)


	For the Period
	from September23,
	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	$	5,060
Unrealized loss on marketable securities held in Trust Account		(33,449)
Net loss allocable to shares subject to possible redemption	$	(28,389)
Denominator: Weighted Average Common stock subject to possible redemption
Basic and diluted weighted average shares outstanding		19,978,262
Basic and diluted net income per share	$	0.00
Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(2,493,666)
Net loss allocable to Common stock subject to possible redemption		28,389
Non-Redeemable Net Loss	$	(2,465,277)
Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding		6,582,520
Basic and diluted net loss per share	$	(0.37)

INCOME TAXES (Tables)

3 Months Ended

Dec. 31, 2020

INCOME TAX

Income tax provision


	December 31,
	2020
Deferred tax assets
Net operating loss carryforward	$	34,990
Unrealized loss on marketable securities		6,924
Total deferred tax assets		41,914
Valuation Allowance		(41,914)
Deferred tax assets, net allowance	$	—

Schedule of reconciliation of the total income tax provision tax rate to the statutory federal income tax rate


	December 31,
	2020
Federal
Current	$	—
Deferred		(41,914)
State and Local
Current		—
Deferred		—
Change in valuation allowance		41,914
Income tax provision	$	—

Summary of significant components of the Company's deferred tax assets


	December 31, 2020
Statutory federal income tax rate	21.0	%
State taxes, net of federal tax benefit	0.0	%
Change in fair value of Warrants (see Note 2)	(13.4)	%
Transaction costs attributable to Warrants	(5.9)	%
Meals and entertainment	(0.3)	%
Valuation allowance	(1.7)	%
Income tax provision	0.0	%

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Mar. 31, 2021

Dec. 31, 2020

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


Description	Level	March 31, 2021
Assets:
Marketable securities held in Trust Account	1	$	230,016,101

Liabilities:
Warrant Liability - Public Warrants	3		45,425,000
Warrant Liability - Private Placement Warrants	3		25,200,000


		December 31,
Description	Level	2020
Assets:
Marketable securities held in Trust Account .	1	$	229,967,028
Liabilities:
Warrant Liability – Public Warrants	3		12,880,000
Warrant Liability – Private Placement Warrants	3		6,900,000

Schedule of key inputs into valuing warrant liabilities


	Level	March 31, 2021
Strike Price		$	11.50
Risk Free Rate	(a)		1.00	%
Expected Volatility	(b)		28.0	%
Terms (Years)	(c)		5.36
Probability of Acquisition	(d)		95.0	%

(a) Based on the linearly interpolated treasury rate

(b) Blended volatility based upon weighted average of time pre announcement and post announcement

(d) Based upon success of SPACs in completing business combination


		December 4, 2020				December 31, 2020
		(Initial Measurement)
Strike Price		$	11.50		$	11.50
Risk Free Rate	(a)		0.5	%		0.5	%
Expected Volatility	(b)		19.0	%		19.0	%
Term (Years)	(c)		5.75	%		5.57	%
Probability of Acquisition	(d)		80	%		85	%

(a)

Based on the linearly interpolated treasury rate

(b)

Blended volatility based upon weighted average of time pre announcement and post announcement

(c)

As of the measurement date until assumed expiration

(d)

Based upon success of SPACs in completing business combination

Schedule of change in the fair value of the warrant liabilities


	Private Placement		Public		Warrant Liabilities
Fair Value as of December 31, 2020	$	6,900,000	$	12,880,000.00	$	19,780,000

Change in valuation inputs or other assumptions		18,300,000		32,545,000		50,845,000

Fair Value as of March 31, 2021	$	25,200,000	$	45,425,000	$	70,625,000


	Private				Warrant
	Placement		Public		Liabilities

Fair value as of September 23, 2020	$	—	$	—	$	—
Initial measurement on December 4, 2020		6,000,000		12,190,000		18,190,000
Change in valuation inputs or other assumptions		900,000		690,000		1,590,000
Fair value as of December 31, 2020	$	6,900,000	$	12,880,000	$	19,780,000

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)		3 Months Ended
	Dec. 04, 2020 USD ($) $ / shares shares	Mar. 31, 2021 USD ($) item $ / shares	Dec. 31, 2020 USD ($) $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Condition for future business combination number of businesses minimum \| item		1
Number of units sold \| shares			23,000,000
Share price, per unit \| $ / shares			$ 10.00
Proceeds from sale of Private Placement Warrants			$ 6,000,000
Transaction Costs	$ 13,051,274
Underwriting fees	4,600,000
Deferred underwriting payable	8,050,000	$ 8,050,000	8,050,000
Other offering costs	401,274
Cash held outside the Trust Account		$ 305,093	773,086
Amount allocated to warrant liability and expensed	$ 700,000
Payments for investment of cash in Trust Account			$ 230,000,000
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account		80.00%	80.00%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination		50.00%	50.00%
Condition for future business combination threshold Net Tangible Assets		$ 5,000,001	$ 5,000,001
Redemption limit percentage without prior consent		15	15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)		100.00%	100.00%
Redemption period upon closure		10 days
Maximum Allowed Dissolution Expenses		$ 100,000	$ 100,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold \| shares	23,000,000
Share price, per unit \| $ / shares	$ 10.00	$ 10.00	$ 10.00
Proceeds from issuance initial public offering	$ 230,000,000
Deferred underwriting payable		$ 8,050,000	$ 8,050,000
Payments for investment of cash in Trust Account	$ 230,000,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares	6,000,000
Price of warrant \| $ / shares	$ 1.00
Proceeds from sale of Private Placement Warrants	$ 6,000,000
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares	6,000,000
Price of warrant \| $ / shares	$ 1.00
Proceeds from sale of Private Placement Warrants	$ 6,000,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold \| shares	3,000,000
Share price, per unit \| $ / shares	$ 10.00
Over-allotment option \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Price of warrant \| $ / shares	$ 1.00

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Balance Sheet (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020	Dec. 04, 2020	Sep. 22, 2020
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Warranty liability	$ 70,625,000	$ 19,780,000	$ 18,190,000
Common stock subject to possible redemption; 19,801,982 shares at redemption value	146,638,470	197,991,430	199,782,620
Common stock, $0.0001 par value; 100,000,000 shares authorized; 8,948,018 shares issued and outstanding (excluding 19,801,982 shares subject to possible redemption)	1,409	895	877
Additional Paid-in Capital	58,845,226	7,492,780	5,701,608
Accumulated Deficit	(53,846,631)	(2,493,666)	(702,475)
Stockholders' Equity	$ 5,000,004	5,000,009		$ 0
Previously Reported [Member]
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Common stock subject to possible redemption; 19,801,982 shares at redemption value		217,771,437	217,972,620
Common stock, $0.0001 par value; 100,000,000 shares authorized; 8,948,018 shares issued and outstanding (excluding 19,801,982 shares subject to possible redemption)		697	695
Additional Paid-in Capital		5,201,592	5,000,411
Accumulated Deficit		(202,287)	(1,096)
Stockholders' Equity		5,000,002
Revision of Prior Period, Adjustment [Member]
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Warranty liability		19,780,000	18,190,000
Common stock subject to possible redemption; 19,801,982 shares at redemption value		(19,780,007)	(18,190,000)
Common stock, $0.0001 par value; 100,000,000 shares authorized; 8,948,018 shares issued and outstanding (excluding 19,801,982 shares subject to possible redemption)		198	182
Additional Paid-in Capital		2,291,188	701,197
Accumulated Deficit		(2,291,379)	$ (701,379)
Stockholders' Equity		$ 7

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

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Operations and Cash Flow (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
CONDENSED STATEMENT OF OPERATIONS
Change in fair value of warrant liability	$ (50,845,000)	$ (1,590,000)
Transaction costs attributable to Warrants		(701,379)
Net loss	$ (51,352,965)	$ (2,493,666)
Weighted average shares outstanding, Common stock subject to possible redemption		19,978,262
Basic and diluted net income per share, Common stock subject to possible redemption		$ 0.00
Basic and diluted weighted average shares outstanding, Common stock	8,948,018	6,582,520
Basic and diluted net loss per share, Common stock	$ (5.74)	$ (0.37)
CONDENSED STATEMENT OF CASH FLOWS
Net loss	$ (51,352,965)	$ (2,493,666)
Change in fair value of warrants	$ 50,845,000	1,590,000
Transaction costs attributable to Warrants		701,379
Initial classification of common stock subject to possible redemption		199,782,620
Change in value of common stock subject to possible redemption		(1,791,190)
Previously Reported [Member]
CONDENSED STATEMENT OF OPERATIONS
Net loss		$ (202,287)
Weighted average shares outstanding, Common stock subject to possible redemption		21,797,262
Basic and diluted weighted average shares outstanding, Common stock		6,081,367
Basic and diluted net loss per share, Common stock		$ (0.03)
CONDENSED STATEMENT OF CASH FLOWS
Net loss		$ (202,287)
Initial classification of common stock subject to possible redemption		217,972,620
Change in value of common stock subject to possible redemption		(201,183)
Revision of Prior Period, Adjustment [Member]
CONDENSED STATEMENT OF OPERATIONS
Change in fair value of warrant liability		(1,590,000)
Transaction costs attributable to Warrants		(701,379)
Net loss		$ (2,291,379)
Weighted average shares outstanding, Common stock subject to possible redemption		(1,819,000)
Basic and diluted weighted average shares outstanding, Common stock		501,153
Basic and diluted net loss per share, Common stock		$ (0.34)
CONDENSED STATEMENT OF CASH FLOWS
Net loss		$ (2,291,379)
Change in fair value of warrants		1,590,000
Transaction costs attributable to Warrants		701,379
Initial classification of common stock subject to possible redemption		(18,190,000)
Change in value of common stock subject to possible redemption		$ (1,590,007)

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Stockholders' Equity (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Sep. 22, 2020
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Common stock subject to possible redemption (in shares)		(19,978,262)
Common stock subject to possible redemption		$ (197,991,430)
Net loss	$ (51,352,965)	(2,493,666)
Balance at December 31, 2020	$ 5,000,004	$ 5,000,009	$ 0
Previously Reported [Member]
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Common stock subject to possible redemption (in shares)		(21,797,262)
Common stock subject to possible redemption		$ (217,771,437)
Net loss		(202,287)
Balance at December 31, 2020		$ 5,000,002
Revision of Prior Period, Adjustment [Member]
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Common stock subject to possible redemption (in shares)		1,819,000
Common stock subject to possible redemption		$ 19,780,007
Net loss		(2,291,379)
Balance at December 31, 2020		$ 7
Common Stock
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Common stock subject to possible redemption (in shares)		(19,801,982)
Common stock subject to possible redemption		$ (1,980)
Net loss		$ 0
Balance at December 31, 2020 (in shares)	14,086,153	8,948,018	0
Balance at December 31, 2020	$ 1,409	$ 895	$ 0
Common Stock \| Previously Reported [Member]
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Common stock subject to possible redemption (in shares)		(21,780,266)
Common stock subject to possible redemption		$ (2,178)
Balance at December 31, 2020 (in shares)		6,969,734
Balance at December 31, 2020		$ 697
Common Stock \| Revision of Prior Period, Adjustment [Member]
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Common stock subject to possible redemption (in shares)		(1,978,284)
Common stock subject to possible redemption		$ 198
Balance at December 31, 2020 (in shares)		1,978,284
Balance at December 31, 2020		$ 198
Additional Paid-in Capital
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Common stock subject to possible redemption		(197,989,450)
Net loss	0	0
Balance at December 31, 2020	58,845,226	7,492,780	0
Additional Paid-in Capital \| Previously Reported [Member]
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Common stock subject to possible redemption		(217,769,259)
Balance at December 31, 2020		5,201,592
Additional Paid-in Capital \| Revision of Prior Period, Adjustment [Member]
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Common stock subject to possible redemption		19,779,809
Balance at December 31, 2020		2,291,188
Accumulated Deficit
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Common stock subject to possible redemption		0
Net loss	(51,352,965)	(2,493,666)
Balance at December 31, 2020	$ (53,846,631)	(2,493,666)	$ 0
Accumulated Deficit \| Previously Reported [Member]
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Net loss		(202,287)
Balance at December 31, 2020		(202,287)
Accumulated Deficit \| Revision of Prior Period, Adjustment [Member]
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Net loss		(2,291,379)
Balance at December 31, 2020		$ (2,291,379)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Reconciliation of Net Loss per Common Share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Numerator: Earnings allocable to Common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account		$ 5,060
Unrealized loss on marketable securities held in Trust Account		(33,449)
Net loss	$ (51,352,965)	(2,493,666)
Temporary Equity, Net Income		(28,389)
Non-Redeemable Net Loss		$ (2,465,277)
Denominator: Weighted Average Common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Common stock	8,948,018	6,582,520
Basic and diluted net income (loss) per share	$ (5.74)	$ (0.37)
Class A Common Stock
Denominator: Weighted Average Common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Common stock		19,978,262
Basic and diluted net income (loss) per share		$ 0.00
Class A Common Stock Subject to Redemption
Denominator: Weighted Average Common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Common stock		6,582,520
Basic and diluted net income (loss) per share		$ (0.37)

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($)		3 Months Ended
	Sep. 24, 2020	Mar. 31, 2021	Dec. 31, 2020	Dec. 04, 2020	Dec. 03, 2020
Sponsor, Rodgers Capital LLC \| Mr. Hernandez [Member]
Related Party Transaction [Line Items]
Aggregate number of shares owned					460,000
Sponsor, Rodgers Capital LLC \| Mr. McCranie [Member]
Related Party Transaction [Line Items]
Aggregate number of shares owned					450,000
Sponsor, Rodgers Capital LLC \| Mr. Gomo [Member]
Related Party Transaction [Line Items]
Aggregate number of shares owned					295,000
Sponsor, Rodgers Capital LLC \| Mr. Malchow [Member]
Related Party Transaction [Line Items]
Aggregate number of shares owned					262,500
Sponsor, Rodgers Capital LLC \| Ms. Hung [Member]
Related Party Transaction [Line Items]
Aggregate number of shares owned					262,500
Sponsor, Rodgers Capital LLC \| Mr. Rodgers [Member]
Related Party Transaction [Line Items]
Aggregate number of shares owned					4,020,000
Founder Shares \| Sponsor, Rodgers Capital LLC \| Class B Common Stock
Related Party Transaction [Line Items]
Number of shares issued	5,750,000
Aggregate purchase price	$ 25,000
Shares subject to forfeiture	750,000
Shares no longer subject to forfeiture				750,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	20.00%
Restrictions on transfer period of time after business combination completion		1 year	1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)		$ 14.00	$ 14.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination		20 days	20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination		30 days	30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		150 days	150 days

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)			3 Months Ended
	Dec. 08, 2020	Dec. 04, 2020	Mar. 31, 2021	Dec. 31, 2020	Sep. 24, 2020
Related Party Transaction [Line Items]
Repayment of promissory note - related party				$ 50,000
Current Liabilities - accrued expenses			$ 187,708	84,754
Administrative Service Agreement
Related Party Transaction [Line Items]
Expenses per month		$ 10,000
Expenses incurred and paid			30,000
Current Liabilities - accrued expenses			30,000
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note					$ 50,000
Outstanding balance of related party note		50,000
Repayment of promissory note - related party	$ 50,000
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month		10,000
Expenses incurred and paid				10,000
Current Liabilities - accrued expenses				10,000
Related Party Loans
Related Party Transaction [Line Items]
Loan conversion agreement warrant			$ 1,000,000
Advances amount outstanding		$ 125,000
Related Party Loans \| Working capital loans warrant
Related Party Transaction [Line Items]
Loan conversion agreement warrant				$ 1,000,000
Price of warrant			$ 1.00	$ 1.00

STOCKHOLDERS' EQUITY - Warrants (Details)	3 Months Ended
STOCKHOLDERS' EQUITY - Warrants (Details)	Mar. 31, 2021 $ / shares	Dec. 31, 2020 $ / shares
Class of Warrant or Right [Line Items]
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)	115.00%
Common Stock
Class of Warrant or Right [Line Items]
Common stock per share	$ 9.20	$ 9.20
Initial Public Offering
Class of Warrant or Right [Line Items]
Warrant exercise period condition one	30 days	30 days
Warrants
Class of Warrant or Right [Line Items]
Maximum period after business combination in which to file registration statement	15 days	15 days
Period of time within which registration statement is expected to become effective	60 days	60 days
Warrants \| Initial Public Offering
Class of Warrant or Right [Line Items]
Warrant exercise period condition two	12 months	12 months
Public Warrants
Class of Warrant or Right [Line Items]
Public Warrants expiration term	5 years	5 years
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Warrant redemption condition minimum share price	$ 18.00	$ 18.00
Redemption price per public warrant (in dollars per share)	$ 0.01	$ 0.01
Threshold trading days for redemption of public warrants		20 days
Threshold consecutive trading days for redemption of public warrants		30 days
Redemption period	30 days	30 days
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant	115	115
Public Warrants \| Initial Public Offering
Class of Warrant or Right [Line Items]
Restrictions on transfer period of time after business combination completion	30 days	30 days

CONDENSED BALANCE SHEET - USD ($)	Mar. 31, 2021	Dec. 31, 2020	Dec. 04, 2020	Sep. 22, 2020
Current Assets
Cash	$ 305,093	$ 773,086
Prepaid expenses	179,988	166,079
Total Current Assets	485,081	939,165
Cash and securities held in Trust Account	230,016,101	229,967,028
Total Assets	230,501,182	230,906,193
Current Liabilities
Accrued expenses	187,708	84,754
Warranty liability	70,625,000	19,780,000	$ 18,190,000
Deferred underwriting fee payable	8,050,000	8,050,000	8,050,000
Total Current Liabilities	78,862,708	27,914,754
Commitments and Contingencies
Common stock subject to possible redemption; 14,663,874 shares at redemption value	146,638,470	197,991,430	199,782,620
Stockholders' Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized
Common stock, $0.0001 par value; 50,000,000 shares authorized; 14,086,153 shares issued and outstanding (excluding 14,663,847 shares subject to possible redemption)	1,409	895	877
Additional paid in capital	58,845,226	7,492,780	5,701,608
Accumulated deficit	(53,846,631)	(2,493,666)	$ (702,475)
Total Stockholders' Equity	5,000,004	5,000,009		$ 0
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 230,501,182	$ 230,906,193

CONDENSED BALANCE SHEET (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Common stock, par value, (per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	14,086,153	8,948,018
Common stock, shares outstanding	14,086,153	8,948,018
Common stock subject to possible redemption, shares at redemption value	14,663,874	19,801,982
Class A Common Stock Not Subject to Redemption
Common stock, par value, (per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock subject to possible redemption
Common stock, shares outstanding	14,663,847

CONDENSED STATEMENT OF OPERATIONS - USD ($)	3 Months Ended
CONDENSED STATEMENT OF OPERATIONS - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Operational costs	$ 579,343	$ 169,324
Loss from operations	(579,343)	(169,324)
Other income:
Interest income - bank	13	9
Change in fair value of warrant liability	(50,845,000)	(1,590,000)
Interest earned on marketable securities held in Trust Account	61,910	5,877
Unrealized gain on marketable securities held in Trust Account	9,455	(38,849)
Other income (loss), net	(50,773,622)	(2,324,342)
Income (loss) before benefit from (provision for) income taxes	(51,352,965)
Net loss	$ (51,352,965)	$ (2,493,666)
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption	19,801,982	19,978,262
Basic and diluted net loss per share, Common stock subject to possible redemption		$ 0.00
Basic and diluted weighted average shares outstanding	8,948,018	6,582,520
Basic and diluted net loss per share, Common stock	$ (5.74)	$ (0.37)
Class A Common Stock
Other income:
Basic and diluted weighted average shares outstanding		19,978,262
Basic and diluted net loss per share, Common stock		$ 0.00
Class A Common Stock Subject to Redemption
Other income:
Basic and diluted weighted average shares outstanding		6,582,520
Basic and diluted net loss per share, Common stock		$ (0.37)

CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Sep. 22, 2020	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Sep. 22, 2020	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of 27,600,000 Units, net of underwriting discounts	$ 2,300	205,457,805	0	205,460,105
Common stock subject to possible redemption	$ (1,980)	(197,989,450)	0	$ (197,991,430)
Common stock subject to possible redemption (in shares)	(19,801,982)			(19,978,262)
Net loss	$ 0	0	(2,493,666)	$ (2,493,666)
Balance at the end at Dec. 31, 2020	$ 895	7,492,780	(2,493,666)	5,000,009
Balance at the end (in shares) at Dec. 31, 2020	8,948,018
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Change in value of common stock subject to redemption	$ 514	51,352,446	0	51,352,960
Change in value of common stock subject to redemption (in shares)	5,138,135
Net loss		0	(51,352,965)	(51,352,965)
Balance at the end at Mar. 31, 2021	$ 1,409	$ 58,845,226	$ (53,846,631)	$ 5,000,004
Balance at the end (in shares) at Mar. 31, 2021	14,086,153

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

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+ Details

CONDENSED STATEMENT OF CASH FLOWS	3 Months Ended
CONDENSED STATEMENT OF CASH FLOWS	Mar. 31, 2021 USD ($)
Cash Flows from Operating Activities:
Net loss	$ (51,352,965)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of warrants	50,845,000
Interest earned on marketable securities held in Trust Account	(61,910)
Unrealized gain on marketable securities held in Trust Account	(9,455)
Changes in operating assets and liabilities:
Prepaid expenses	(13,909)
Accrued expenses	102,954
Net cash used in operating activities	(490,285)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account to pay taxes	22,292
Net cash used in investing activities	22,292
Cash Flows from Financing Activities:
Net Change in Cash	(467,993)
Cash - Beginning of period	773,086
Cash - Ending of period	$ 305,093

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	3 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Mar. 31, 2021	Dec. 31, 2020
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Rodgers Silicon Valley Acquisition Corp. (the “Company”) was incorporated in Delaware on September 23, 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. As of March 31, 2021, the Company had not commenced any operations. All activity for the period from September 23, 2020 (inception) through March 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination, and activities in connection with the proposed acquisition of Enovix Corporation, a Delaware corporation (“Enovix”). 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 December 1, 2020. On December 4, 2020, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Company’s sponsor, Rodgers Capital LLC (the “Sponsor”), generating gross proceeds of $6,000,000. Transaction costs amounted to $13,051,274 consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $401,274 of other offering costs. Total transaction costs were allocated to a component of equity and a component of the public company warrant liability based on an allocated proceeds model. Approximately $0.7 million was allocated to the warrant liability component and immediately expensed. Following the closing of the Initial Public Offering on December 4, 2020, an amount of $230,000,000 ($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 held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any openended investment company that holds itself out as a money market fund and government bonds selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below. 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 having an aggregate fair market value of at least 80% of the assets held in 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 intends to only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares 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 do not 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 redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) 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 and certain amendments to the Amended and Restated Certificate of Incorporation 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 preinitial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until December 4, 2022 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period and stockholders do not approve an amendment to the Amended and Restated Certificate of Incorporation to extend this date, 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 (which interest shall be net of taxes payable, and 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), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) 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 Sponsor has agreed to waive liquidation rights with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. 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 underwriters have agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within 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 vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser 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 trust assets, in each case net of the interest which may be withdrawn to pay the Company’s tax obligation and up to $100,000 for liquidation excepts, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (even if such waiver is deemed to be unenforceable) and except as to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that 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. Going Concern and Management’s Plan Prior to the completion of the initial public offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the trust and/or used to fund offering expenses was released to the Company for general working capital purposes. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for funding operating expense, including consummating the Business Combination. The Company may need to raise additional capital to meet the Company’s working capital needs. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.	NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Rodgers Silicon Valley Acquisition Corp. (the “Company”) was incorporated in Delaware on September 23, 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. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from September 23, 2020 (inception) through December 31, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination, and activities in connection with the proposed acquisition of Enovix Corporation, a Delaware corporation (“Enovix”) (see Note 11). 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 December 1, 2020. On December 4, 2020, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Company’s sponsor, Rodgers Capital LLC (the “Sponsor”), generating gross proceeds of $6,000,000, which is described in Note 5. Transaction costs amounted to $13,051,274 consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $401,274 of other offering costs. Total transaction costs were allocated to a component of equity and a component of the public company warrant liability (see footnote 2) based on an allocated proceeds model. Approximately $0.7 million was allocated to the warrant liability component and immediately expensed. Following the closing of the Initial Public Offering on December 4, 2020, an amount of $230,000,000 ($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 held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open- ended investment company that holds itself out as a money market fund and government bonds selected by the Company meeting the conditions of Rule 2a‑7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below. 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 having an aggregate fair market value of at least 80% of the assets held in 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 intends to only complete a Business Combination if the post- transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor 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 do not 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 redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) 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 and certain amendments to the Amended and Restated Certificate of Incorporation 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. The Company will have until December 4, 2022 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period and stockholders do not approve an amendment to the Amended and Restated Certificate of Incorporation to extend this date, 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 (which interest shall be net of taxes payable, and 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), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) 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 Sponsor has agreed to waive liquidation rights with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. 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 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 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 vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser 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 trust assets, in each case net of the interest which may be withdrawn to pay the Company’s tax obligation and up to $100,000 for liquidation excepts, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (even if such waiver is deemed to be unenforceable) and except as to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that 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. Going Concern and Management’s Plan Prior to the completion of the initial public offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the trust and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations through March 8, 2022 and therefore substantial doubt has been alleviated.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2021

Dec. 31, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Condensed Financial Statements

Use of Estimates

Summary of Significant Accounting Policies

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Risks and Uncertainties

Use of Estimates

Cash and Cash Equivalents

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.

Warrant Liability (see Note 2)

The Private Placement Warrants were valued using a Modified Black Scholes Option Pricing Model.

Common Stock Subject to Possible Redemption

Income Taxes

Net Loss Per Common Share


	For the Period
	from September23,
	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	$	5,060
Unrealized loss on marketable securities held in Trust Account		(33,449)
Net loss allocable to shares subject to possible redemption	$	(28,389)
Denominator: Weighted Average Common stock subject to possible redemption
Basic and diluted weighted average shares outstanding		19,978,262
Basic and diluted net income per share	$	0.00
Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(2,493,666)
Net loss allocable to Common stock subject to possible redemption		28,389
Non-Redeemable Net Loss	$	(2,465,277)
Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding		6,582,520
Basic and diluted net loss per share	$	(0.37)

Concentration of Credit Risk

Fair Value of Financial Instruments

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 financial statements.

RELATED PARTY TRANSACTIONS	3 Months Ended
RELATED PARTY TRANSACTIONS	Mar. 31, 2021	Dec. 31, 2020
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On September 24, 2020, the Company issued an aggregate of 5,750,000 shares of Class B common stock (the “Founder Shares”) to the Sponsor, Rodgers Capital LLC, for an aggregate purchase price of $25,000 in cash. The Founder Shares include an aggregate of up 750,000 shares subject to forfeiture to the extent that the underwriters’ overallotment option is not exercised in full or in part, so that the Sponsor will own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to fully exercise their over-allotment option at the Initial Public Offering, the 750,000 shares are no longer subject to forfeiture. Certain directors of RSVAC are members of the Sponsor, Rodgers Capital LLC and own units of the Sponsor that will convert into Founder Shares upon distribution of the Sponsor’s assets to its members. Prior to the IPO, Mr. Hernandez, Mr. McCranie, Mr. Gomo, Mr. Malchow and Ms. Hung received 460,000, 450,000, 295,000, 262,500 and 262,500 units respectively, which are convertible into Founder Shares. The balance of the units in the Sponsor are held by the Rodgers Massey Revocable Trust, of which Mr. Rodgers is trustee and are convertible into 4,020,000 Founder Shares. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Company’s common stock equals or exceeds $14.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on December 4, 2020 through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. For the three months ended March 31, 2021, the Company incurred $30,000 in fees for these services. At March 31, 2021, fees of $30,000 is included in accrued expenses in the accompanying balance sheet. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the initial stockholders or an affiliate of the initial stockholders 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 $1,000,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants.	NOTE 6 — RELATED PARTY TRANSACTIONS Founder Shares On September 24, 2020, the Company issued an aggregate of 5,750,000 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 include an aggregate of up 750,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the Sponsor will own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to fully exercise their over-allotment option at the Initial Public Offering, the 750,000 shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Company’s common stock equals or exceeds $14.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on December 4, 2020 through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. For the period from September 23, 2020 (inception) through December 31, 2020, the Company incurred $10,000 in fees for these services. At December 31, 2020, fees of $10,000 is included in accrued expenses in the accompanying balance sheet. Advances from Related Party As of December 4, 2020, the Sponsor paid for certain offering costs on behalf of the Company in connection with the Initial Public Offering. As of December 4, 2020, advances amounting to $125,000 were outstanding. The outstanding balance under these advances was repaid subsequent to the closing of the Initial Public Offering, on December 8, 2020. Promissory Note — Related Party On September 24, 2020, the Company issued an unsecured promissory note to the Company’s Chief Executive Officer (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $50,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) the consummation of the Initial Public Offering or (iii) the abandonment of the Initial Public Offering. As of December 4, 2020, there was $50,000 outstanding under the Promissory Note, which was due on demand. The outstanding balance under the Promissory Note of $50,000 was repaid subsequent to the Initial Public Offering, on December 8, 2020. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the initial stockholders or an affiliate of the initial stockholders 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 $1,000,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants.

COMMITMENTS and CONTINGENCIES	3 Months Ended
COMMITMENTS and CONTINGENCIES	Mar. 31, 2021	Dec. 31, 2020
COMMITMENTS and CONTINGENCIES
COMMITMENTS and CONTINGENCIES	NOTE 6 — COMMITMENTS and CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on December 1, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of 3.5% of the gross proceeds of the Initial Public Offering, or $8,050,000. The deferred fee will be payable in cash to the underwriters solely in the event that the Company completes a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. Contingencies Michael Costello v. Rodgers Silicon Valley Acquisition Corp., et al., 21-CV-01536, Superior Court of California, San Mateo County On March 22, 2021, Michael Costello filed a complaint in the Superior Court of California, San Mateo County, against the Company and the Company’s board of directors. The plaintiff alleges, among other things, that the directors breached their fiduciary duties in connection with the terms of a proposed transaction, and that the disclosures in the Company’s registration statement regarding the proposed transaction are materially deficient. The plaintiff seeks, among other things, unspecified monetary damages and injunctive relief, including enjoining the proposed transaction. Derek Boxhorn v. Rodgers Silicon Valley Acquisition Corp., et al., 1:21-cv-02900 (SDNY) On April 5, 2021, Derek Boxhorn filed a complaint in the United States District Court for the Southern District of New York against the “Company and the Company’s board of directors. The plaintiff alleges, among other things, that the defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, and that the individual defendants breached their fiduciary duties, in connection with the terms of a proposed transaction, and that the Company’s registration statement contains materially incomplete and misleading information regarding the proposed transaction. RSVA cannot predict the outcome of the lawsuits or any others that might be filed subsequent to the date of filing of this Amendment and cannot reasonably estimate the possible loss or range of loss with respect to these matters. The Company believes that the lawsuits are without merit and intend to defend against the claims vigorously.	NOTE 7 — COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on December 1, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of 3.5% of the gross proceeds of the Initial Public Offering, or $8,050,000. The deferred fee will be payable in cash to the underwriters solely in the event that the Company completes a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

STOCKHOLDERS' EQUITY

3 Months Ended

Mar. 31, 2021

Dec. 31, 2020

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

NOTE 7 — STOCKHOLDERS’ EQUITY

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

in whole and not in part;

at a price of $0.01 per warrant;

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

NOTE 8 — STOCKHOLDERS’ EQUITY

Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

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

in whole and not in part;

at a price of $0.01 per warrant;

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

FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2021

Dec. 31, 2020

FAIR VALUE MEASUREMENTS

NOTE 8 — FAIR VALUE MEASUREMENTS

Level 1:

Level 2:

Level 3:

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


Description	Level	March 31, 2021
Assets:
Marketable securities held in Trust Account	1	$	230,016,101

Liabilities:
Warrant Liability - Public Warrants	3		45,425,000
Warrant Liability - Private Placement Warrants	3		25,200,000

The Public Warrants were valued using publicly available trading price, which is considered to be a Level 1 fair value measurement.

The key inputs into valuing our warrant liabilities is as follows:


	Level	March 31, 2021
Strike Price		$	11.50
Risk Free Rate	(a)		1.00	%
Expected Volatility	(b)		28.0	%
Terms (Years)	(c)		5.36
Probability of Acquisition	(d)		95.0	%

(a) Based on the linearly interpolated treasury rate

(b) Blended volatility based upon weighted average of time pre announcement and post announcement

(d) Based upon success of SPACs in completing business combination

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


	Private Placement		Public		Warrant Liabilities
Fair Value as of December 31, 2020	$	6,900,000	$	12,880,000.00	$	19,780,000

Change in valuation inputs or other assumptions		18,300,000		32,545,000		50,845,000

Fair Value as of March 31, 2021	$	25,200,000	$	45,425,000	$	70,625,000

The public warrants were transferred from Level 3 to Level 1 in the fair value hierarchy.

NOTE 10 — FAIR VALUE MEASUREMENTS

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


		December 31,
Description	Level	2020
Assets:
Marketable securities held in Trust Account .	1	$	229,967,028
Liabilities:
Warrant Liability – Public Warrants	3		12,880,000
Warrant Liability – Private Placement Warrants	3		6,900,000

The key inputs into valuing our warrant liabilities is as follows:


		December 4, 2020				December 31, 2020
		(Initial Measurement)
Strike Price		$	11.50		$	11.50
Risk Free Rate	(a)		0.5	%		0.5	%
Expected Volatility	(b)		19.0	%		19.0	%
Term (Years)	(c)		5.75	%		5.57	%
Probability of Acquisition	(d)		80	%		85	%

(a)

Based on the linearly interpolated treasury rate

(b)

Blended volatility based upon weighted average of time pre announcement and post announcement

(c)

As of the measurement date until assumed expiration

(d)

Based upon success of SPACs in completing business combination

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


	Private				Warrant
	Placement		Public		Liabilities

Fair value as of September 23, 2020	$	—	$	—	$	—
Initial measurement on December 4, 2020		6,000,000		12,190,000		18,190,000
Change in valuation inputs or other assumptions		900,000		690,000		1,590,000
Fair value as of December 31, 2020	$	6,900,000	$	12,880,000	$	19,780,000

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

NET LOSS PER SHARE

3 Months Ended

Mar. 31, 2021

NET LOSS PER SHARE

NET LOSS PER SHARE

NOTE 9 — NET LOSS PER SHARE

Net loss per share is computed by dividing net loss 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 17,500,000 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 loss per share for common shares subject to possible redemption in a manner similar to the two-class method of loss per share. Net 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.

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


	Three Months Ended
	March 31, 2021
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	$	61,910
Unrealized gain on marketable securities held in Trust Account		9,455
Net loss allocable to shares subject to possible redemption	$	71,365
Denominator: Weighted Average Common stock subject to possible redemption
Basic and diluted weighted average shares outstanding		19,801,982
Basic and diluted net income per share	$	0.00

Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(51,352,965)
Net loss allocable to Common stock subject to possible redemption		(71,365)
Non-Redeemable Net Loss	$	(51,424,330)
Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding		8,948,018
Basic and diluted net loss per share	$	(5.75)

SUBSEQUENT EVENTS	3 Months Ended
SUBSEQUENT EVENTS	Mar. 31, 2021	Dec. 31, 2020
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10 — SUBSEQUENT EVENTS On May 24, 2021, a members of the board of directors issued, to Enovix Corporation a secured promissory notes (the “Note”) with an aggregate principal balance of $15,000 and an interest rate of 7.5% per annum payable monthly and on the maturity date. All unpaid interest and principal shall be due and payable upon request by the holders on or after the earlier of (i) the closing of the Merger Agreement and (ii) November 24, 2021. To secure payment of all amounts due under the Note, Enovix Corporation granted a security interest in all of the Enovix Corporation’s personal property, now existing or hereafter arising, including all accounts, inventory, equipment, general intangibles, financial assets, investment property, securities, deposit accounts, and the proceeds thereof (together, the “Collateral”), but which shall not include the intellectual property.	NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. 11A Merger Agreement On February 22, 2021, the Company entered into an agreement and plan of merger (as it may be amended and/or restated from time to time, the “Merger Agreement”), by and among the Company, RSVAC Merger Sub Inc., a wholly-owned subsidiary of RSVA (“Merger Sub”) (formed on February 16, 2021), and Enovix. Pursuant to the Merger Agreement, at the closing of the transactions contemplated thereby, Merger Sub will merge with and into Enovix (the “Merger”) with Enovix surviving the merger as a wholly owned subsidiary of RSVA (the “Business Combination”). In addition, in connection with the consummation of the Business Combination, RSVA will be renamed “Enovix Corporation.” Under the Merger Agreement, RSVA has agreed to acquire all of the outstanding shares of Enovix common stock (including any options or warrants exercisable therefor) for $1.05 billion in aggregate consideration, comprising 105,000,000 shares of the Company’s common stock, based on a price of $10.00 per share (such shares being referred to herein as the “Merger Consideration”). At the effective time of the Merger (the “Effective Time”), by virtue of the Merger (defined herein) and without any further action on the part of the Company, Merger Sub or Enovix, each share of Enovix common stock issued and outstanding immediately prior to the Effective Time shall be canceled and automatically converted into the right to receive a number of shares of the Company equal in value to the quotient of the Merger Consideration divided by the fully diluted capitalization of Enovix (the “Exchange Ratio”) without interest. Each outstanding Enovix option and warrant shall be assumed by the Company and automatically converted into an option and warrant to purchase such number of shares of the Company’s common stock, as adjusted based on the Exchange Ratio. No certificates or scrip representing fractional shares of the Company’s common stock will be issued pursuant to the Merger. Stock certificates evidencing the Merger Consideration shall bear restrictive legends as required by any securities laws at the time of the Merger. The Business Combination with Enovix will be consummated subject to certain conditions as further described in the Merger Agreement. PIPE Subscription Agreements RSVA entered into subscription agreements (the “Subscription Agreements”) dated as of February 22, 2021, with certain institutional and accredited investors, pursuant to which, among other things, RSVA agreed to issue and sell, in a private placement to close immediately prior to the closing of the Business Combination, an aggregate of 12,500,000 shares of RSVA common stock for $14.00 per share (the “PIPE Shares”) for a total of $175,000,000. Pursuant to the Subscription Agreements, RSVA agreed that, within 15 business days after the closing of the Business Combination, RSVA will file with the SEC (at RSVA’s sole cost and expense) a registration statement registering the resale of the PIPE Shares (the “PIPE Resale Registration Statement”), and RSVA shall use its commercially reasonable efforts to have the PIPE Resale Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the PIPE Resale Registration Statement is reviewed by, and comments thereto are provided by, the SEC) following the closing of the Business Combination and (ii) the 10th business day after the date RSVA is notified (orally or in writing, whichever is earlier) by the SEC that the PIPE Resale Registration Statement will not be “reviewed” or will not be subject to further review. 11B Legal Proceedings Michael Costello v. Rodgers Silicon Valley Acquisition Corp., et al., 21-CV-01536, Superior Court of California, San Mateo County On March 22, 2021, Michael Costello filed a complaint in the Superior Court of California, San Mateo County, against the Company and the Company’s board of directors. The plaintiff alleges, among other things, that the directors breached their fiduciary duties in connection with the terms of a proposed transaction, and that the disclosures in the Company’s registration statement regarding the proposed transaction are materially deficient. The plaintiff seeks, among other things, unspecified monetary damages and injunctive relief, including enjoining the proposed transaction. Derek Boxhorn v. Rodgers Silicon Valley Acquisition Corp., et al., 1:21-cv-02900 (SDNY) On April 5, 2021, Derek Boxhorn filed a complaint in the United States District Court for the Southern District of New York against the “Company and the Company’s board of directors. The plaintiff alleges, among other things, that the defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, and that the individual defendants breached their fiduciary duties, in connection with the terms of a proposed transaction, and that the Company’s registration statement contains materially incomplete and misleading information regarding the proposed transaction. RSVA cannot predict the outcome of the lawsuits or any others that might be filed subsequent to the date of filing of this Amendment and cannot reasonably estimate the possible loss or range of loss with respect to these matters. The Company believes that the lawsuits are without merit and intend to defend against the claims vigorously.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Unaudited Interim Condensed Financial Statements

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

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.

Class A Common Stock Subject to Possible Redemption

Common Stock Subject to Possible Redemption

Income Taxes

Net Loss per Common Share

Net Loss Per Common Share


	For the Period
	from September23,
	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	$	5,060
Unrealized loss on marketable securities held in Trust Account		(33,449)
Net loss allocable to shares subject to possible redemption	$	(28,389)
Denominator: Weighted Average Common stock subject to possible redemption
Basic and diluted weighted average shares outstanding		19,978,262
Basic and diluted net income per share	$	0.00
Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(2,493,666)
Net loss allocable to Common stock subject to possible redemption		28,389
Non-Redeemable Net Loss	$	(2,465,277)
Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding		6,582,520
Basic and diluted net loss per share	$	(0.37)

Concentration of Credit Risk

Fair Value of Financial Instruments

Summary of Significant Accounting Policies

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 financial statements.

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Mar. 31, 2021

Dec. 31, 2020