we incur expenses as a result of being a public company ( for legal , financial reporting , accounting and auditing compliance ) , as well as for due diligence expenses . for the period from may 29 , 2020 ( inception ) through december 31 , 2020 , we had a net loss of $ 1,033,642 , which consists of operating costs of $ 1,040,966 , offset by interest earned on marketable securities held in the trust account of $ 7,324. story_separator_special_tag style= `` text-align : justify ; margin-top:12pt ; margin-bottom:0pt ; text-indent:0 % ; font-weight : bold ; font-family : times new roman ; font-size:10pt ; font-style : normal ; text-transform : none ; font-variant : normal ; `` > critical accounting policies the preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the united states of america requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities , disclosure of contingent assets and liabilities at the date of the financial statements , and income and expenses during the periods reported . actual results could materially differ from those estimates . we have identified the following critical accounting policies : class a common stock subject to possible redemption we account for our shares of class a common stock subject to possible redemption in accordance with the guidance in accounting standards codification ( “ asc ” ) topic 480 “ distinguishing liabilities from equity . ” shares of class a common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value . conditionally redeemable common stock ( including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control ) is classified as temporary equity . at all other times , common stock is classified as stockholders ' equity . our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events . accordingly , the class a common stock subject to possible redemption is presented as temporary equity , outside of the stockholders ' equity section of our balance sheet . net loss per common share we apply the two-class method in calculating earnings per share . net income ( loss ) per common share , basic and diluted for class a common stock subject to possible redemption is calculated by dividing the interest income earned on the trust account , net of applicable taxes , if any , by the weighted average number of shares of class a common stock subject to possible redemption outstanding for the period . net income ( loss ) per common share , basic and diluted for and non-redeemable common stock is calculated by dividing net loss less income attributable to class a common stock subject to possible redemption , by the weighted average number of shares of non-redeemable common stock outstanding for the period presented . recent accounting standards management does not believe that any other recently issued , but not yet effective , accounting standards , if currently adopted , would have a material effect on our financial statements . 40 item 7a . quantitative and qualita tive disclosures about market risk as of december 31 , 2020 , we were not subject to any market or interest rate risk . following the consummation of our initial public offering , the net proceeds of our initial public offering , including amounts in the trust account , have been invested in u.s. government treasury bills , notes or bonds with a maturity of 185 days or less or in certain money market funds that invest solely in u.s. treasuries . due to the short-term nature of these investments , we believe there will be no associated material exposure to interest rate risk . item 8. financial statements and supplementary data this information appears following item 15 of this report and is included herein by reference . item 9. changes in and disagreements with accountants on accounting and financial disclosure none . item 9a . controls and procedures . evaluation of disclosure controls and procedures disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the exchange act , such as this report , is recorded , processed , summarized , and reported within the time period specified in the sec 's rules and forms . disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management , including the chief executive officer and chief financial officer , as appropriate to allow timely decisions regarding required disclosure . our management evaluated , with the participation of our current chief executive officer and chief financial officer ( our “ certifying officers ” ) , the effectiveness of our disclosure controls and procedures as of december 31 , 2020 , pursuant to rule 13a-15 ( b ) under the exchange act . based upon that evaluation , our certifying officers concluded that , as of december 31 , 2020 , our disclosure controls and procedures were effective . we do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud . disclosure controls and procedures , no matter how well conceived and operated , can provide only reasonable , not absolute , assurance that the objectives of the disclosure controls and procedures are met . further , the design of disclosure controls and procedures must reflect the fact that there are resource constraints , and the benefits must be considered relative to their costs . story_separator_special_tag our independent directors will have regularly scheduled meetings at which only independent directors are present . executive officer and director compensation none of our executive officers or directors have received any cash compensation for services rendered to us . commencing on the date that our securities are first listed on the nyse through the earlier of completion of our initial business combination and our liquidation , we will reimburse our sponsor for office space and administrative support services provided to us in the amount of $ 10,000 per month . in addition , our sponsor , executive officers and directors , or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations . our audit committee will review on a quarterly basis all payments that were made to our sponsor , executive officers , directors or their respective affiliates . any such payments prior to an initial business combination will be made using funds held outside the trust account . other than quarterly audit committee review of such reimbursements , we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and completing an initial business combination . other than these payments and reimbursements , no compensation of any kind , including finder 's and consulting fees , will be paid by the 44 company to our sponsor , executive officers and directors , or any of their respective affiliates , prior to completion of our initial business combination . after the completion of our initial business combination , directors or members of our management team who remain with us may be paid consulting or management fees from the combined company . all of these fees will be fully disclosed to stockholders , to the extent then known , in the proxy solicitation materials or tender offer materials furnished to our stockholders in connection with a proposed business combination . we have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management . it is unlikely the amount of such compensation will be known at the time of the proposed business combination , because the directors of the post-combination business will be responsible for determining executive officer and director compensation . any compensation to be paid to our executive officers will be determined , or recommended to the board of directors for determination , either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors . we do not intend to take any action to ensure that members of our management team maintain their positions with us after the completion of our initial business combination , although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination . the existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management 's motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the completion of our initial business combination will be a determining factor in our decision to proceed with any potential business combination . we are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment . committees of the board of directors our board of directors has three standing committees : an audit committee , a compensation committee and a corporate governance and nominating committee . subject to phase-in rules and a limited exception , the rules of the nyse and rule 10a of the exchange act require that the audit committee of a listed company be comprised solely of independent directors . subject to phase-in rules and a limited exception , the rules of the nyse require that the compensation committee of a listed company be comprised solely of independent directors . audit committee we have established an audit committee of the board of directors . william p. crowell , henry a. crumpton and gilman louie serve as members of our audit committee . our board of directors has determined that each of william p. crowell , henry a. crumpton and gilman louie are independent under the nyse listing standards and applicable sec rules . gilman louie will serve as the chairman of the audit committee . each member of the audit committee is financially literate and our board of directors has determined that gilman louie qualifies as an “ audit committee financial expert ” as defined in applicable sec rules . we have adopted an audit committee charter , which details the principal functions of the audit committee , including : assisting board oversight of ( 1 ) the integrity of our financial statements , ( 2 ) our compliance with legal and regulatory requirements , ( 3 ) our independent registered public accounting firm 's qualifications and independence , and ( 4 ) the performance of our internal audit function and independent registered public accounting firm ; the appointment , compensation , retention , replacement , and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us ; pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us , and establishing pre-approval policies and procedures ; reviewing and discussing with the independent registered public accounting firm all relationships the firm has with us in order to evaluate their continued independence

liquidity and capital resources on september 14 , 2020 , we consummated the initial public offering of 23,000,000 units , which includes the full exercise by the underwriters of the over-allotment option of 3,000,000 units , at $ 10.00 per unit , generating gross proceeds of $ 230,000,000 . 38 simultaneously with the closing of the initial public offering , we consummated the sale of 6,600,000 private placement warrants to the sponsor at a price of $ 1.00 per warrant , generating gross proceeds of $ 6,600,000. following the initial public offering , the exercise of the over-allotment option and the sale of the private placement warrants , a total of $ 230,000,000 was placed in the trust account . we incurred $ 13,056,945 in transaction costs , including $ 4,600,000 of underwriting fees , $ 8,050,000 of deferred underwriting fees and $ 406,945 of other costs . for the period from may 29 , 2020 ( inception ) through december 31 , 2020 , cash used by operating activities was $ 421,474. net loss of $ 1,033,642 was affected by interest earned on marketable securities held in the trust account of $ 7,324 and changes in operating assets and liabilities , which provided $ 619,492 of cash from operating activities . as of december 31 , 2020 , we had cash and marketable securities held in the trust account of $ 230,007,324. we intend to use substantially all of the funds held in the trust account , including any amounts representing interest earned on the trust account ( less deferred underwriting commissions and income taxes payable ) , to complete our business combination . we may withdraw interest to pay franchise and income taxes . during the period ended december 31 , 2020 , we did not withdraw any interest earned on the trust account .


 Write a concise suspicious activity report of the following text delimited by triple backquotes. Return your response as a formal report which covers the key points highlighting the location,dates,entity names and account holder information in chronological order of the text.
     ```liquidity and capital resources on september 14 , 2020 , we consummated the initial public offering of 23,000,000 units , which includes the full exercise by the underwriters of the over-allotment option of 3,000,000 units , at $ 10.00 per unit , generating gross proceeds of $ 230,000,000 . 38 simultaneously with the closing of the initial public offering , we consummated the sale of 6,600,000 private placement warrants to the sponsor at a price of $ 1.00 per warrant , generating gross proceeds of $ 6,600,000. following the initial public offering , the exercise of the over-allotment option and the sale of the private placement warrants , a total of $ 230,000,000 was placed in the trust account . we incurred $ 13,056,945 in transaction costs , including $ 4,600,000 of underwriting fees , $ 8,050,000 of deferred underwriting fees and $ 406,945 of other costs . for the period from may 29 , 2020 ( inception ) through december 31 , 2020 , cash used by operating activities was $ 421,474. net loss of $ 1,033,642 was affected by interest earned on marketable securities held in the trust account of $ 7,324 and changes in operating assets and liabilities , which provided $ 619,492 of cash from operating activities . as of december 31 , 2020 , we had cash and marketable securities held in the trust account of $ 230,007,324. we intend to use substantially all of the funds held in the trust account , including any amounts representing interest earned on the trust account ( less deferred underwriting commissions and income taxes payable ) , to complete our business combination . we may withdraw interest to pay franchise and income taxes . during the period ended december 31 , 2020 , we did not withdraw any interest earned on the trust account .
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 Suspicious Activity Report : we incur expenses as a result of being a public company ( for legal , financial reporting , accounting and auditing compliance ) , as well as for due diligence expenses . for the period from may 29 , 2020 ( inception ) through december 31 , 2020 , we had a net loss of $ 1,033,642 , which consists of operating costs of $ 1,040,966 , offset by interest earned on marketable securities held in the trust account of $ 7,324. story_separator_special_tag style= `` text-align : justify ; margin-top:12pt ; margin-bottom:0pt ; text-indent:0 % ; font-weight : bold ; font-family : times new roman ; font-size:10pt ; font-style : normal ; text-transform : none ; font-variant : normal ; `` > critical accounting policies the preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the united states of america requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities , disclosure of contingent assets and liabilities at the date of the financial statements , and income and expenses during the periods reported . actual results could materially differ from those estimates . we have identified the following critical accounting policies : class a common stock subject to possible redemption we account for our shares of class a common stock subject to possible redemption in accordance with the guidance in accounting standards codification ( “ asc ” ) topic 480 “ distinguishing liabilities from equity . ” shares of class a common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value . conditionally redeemable common stock ( including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control ) is classified as temporary equity . at all other times , common stock is classified as stockholders ' equity . our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events . accordingly , the class a common stock subject to possible redemption is presented as temporary equity , outside of the stockholders ' equity section of our balance sheet . net loss per common share we apply the two-class method in calculating earnings per share . net income ( loss ) per common share , basic and diluted for class a common stock subject to possible redemption is calculated by dividing the interest income earned on the trust account , net of applicable taxes , if any , by the weighted average number of shares of class a common stock subject to possible redemption outstanding for the period . net income ( loss ) per common share , basic and diluted for and non-redeemable common stock is calculated by dividing net loss less income attributable to class a common stock subject to possible redemption , by the weighted average number of shares of non-redeemable common stock outstanding for the period presented . recent accounting standards management does not believe that any other recently issued , but not yet effective , accounting standards , if currently adopted , would have a material effect on our financial statements . 40 item 7a . quantitative and qualita tive disclosures about market risk as of december 31 , 2020 , we were not subject to any market or interest rate risk . following the consummation of our initial public offering , the net proceeds of our initial public offering , including amounts in the trust account , have been invested in u.s. government treasury bills , notes or bonds with a maturity of 185 days or less or in certain money market funds that invest solely in u.s. treasuries . due to the short-term nature of these investments , we believe there will be no associated material exposure to interest rate risk . item 8. financial statements and supplementary data this information appears following item 15 of this report and is included herein by reference . item 9. changes in and disagreements with accountants on accounting and financial disclosure none . item 9a . controls and procedures . evaluation of disclosure controls and procedures disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the exchange act , such as this report , is recorded , processed , summarized , and reported within the time period specified in the sec 's rules and forms . disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management , including the chief executive officer and chief financial officer , as appropriate to allow timely decisions regarding required disclosure . our management evaluated , with the participation of our current chief executive officer and chief financial officer ( our “ certifying officers ” ) , the effectiveness of our disclosure controls and procedures as of december 31 , 2020 , pursuant to rule 13a-15 ( b ) under the exchange act . based upon that evaluation , our certifying officers concluded that , as of december 31 , 2020 , our disclosure controls and procedures were effective . we do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud . disclosure controls and procedures , no matter how well conceived and operated , can provide only reasonable , not absolute , assurance that the objectives of the disclosure controls and procedures are met . further , the design of disclosure controls and procedures must reflect the fact that there are resource constraints , and the benefits must be considered relative to their costs . story_separator_special_tag our independent directors will have regularly scheduled meetings at which only independent directors are present . executive officer and director compensation none of our executive officers or directors have received any cash compensation for services rendered to us . commencing on the date that our securities are first listed on the nyse through the earlier of completion of our initial business combination and our liquidation , we will reimburse our sponsor for office space and administrative support services provided to us in the amount of $ 10,000 per month . in addition , our sponsor , executive officers and directors , or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations . our audit committee will review on a quarterly basis all payments that were made to our sponsor , executive officers , directors or their respective affiliates . any such payments prior to an initial business combination will be made using funds held outside the trust account . other than quarterly audit committee review of such reimbursements , we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and completing an initial business combination . other than these payments and reimbursements , no compensation of any kind , including finder 's and consulting fees , will be paid by the 44 company to our sponsor , executive officers and directors , or any of their respective affiliates , prior to completion of our initial business combination . after the completion of our initial business combination , directors or members of our management team who remain with us may be paid consulting or management fees from the combined company . all of these fees will be fully disclosed to stockholders , to the extent then known , in the proxy solicitation materials or tender offer materials furnished to our stockholders in connection with a proposed business combination . we have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management . it is unlikely the amount of such compensation will be known at the time of the proposed business combination , because the directors of the post-combination business will be responsible for determining executive officer and director compensation . any compensation to be paid to our executive officers will be determined , or recommended to the board of directors for determination , either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors . we do not intend to take any action to ensure that members of our management team maintain their positions with us after the completion of our initial business combination , although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination . the existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management 's motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the completion of our initial business combination will be a determining factor in our decision to proceed with any potential business combination . we are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment . committees of the board of directors our board of directors has three standing committees : an audit committee , a compensation committee and a corporate governance and nominating committee . subject to phase-in rules and a limited exception , the rules of the nyse and rule 10a of the exchange act require that the audit committee of a listed company be comprised solely of independent directors . subject to phase-in rules and a limited exception , the rules of the nyse require that the compensation committee of a listed company be comprised solely of independent directors . audit committee we have established an audit committee of the board of directors . william p. crowell , henry a. crumpton and gilman louie serve as members of our audit committee . our board of directors has determined that each of william p. crowell , henry a. crumpton and gilman louie are independent under the nyse listing standards and applicable sec rules . gilman louie will serve as the chairman of the audit committee . each member of the audit committee is financially literate and our board of directors has determined that gilman louie qualifies as an “ audit committee financial expert ” as defined in applicable sec rules . we have adopted an audit committee charter , which details the principal functions of the audit committee , including : assisting board oversight of ( 1 ) the integrity of our financial statements , ( 2 ) our compliance with legal and regulatory requirements , ( 3 ) our independent registered public accounting firm 's qualifications and independence , and ( 4 ) the performance of our internal audit function and independent registered public accounting firm ; the appointment , compensation , retention , replacement , and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us ; pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us , and establishing pre-approval policies and procedures ; reviewing and discussing with the independent registered public accounting firm all relationships the firm has with us in order to evaluate their continued independence

