Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 30, 2021 | Jun. 30, 2020 | |
Document Information Line Items | |||
Entity Registrant Name | Bull Horn Holdings Corp. | ||
Document Type | 10-K/A | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 9,375,000 | ||
Entity Public Float | $ 85,350,000 | ||
Amendment Flag | true | ||
Amendment Description | Bull Horn Holdings Corp. (the “Company,” “we”, “our” or “us”) is filing this Amendment No. 2 to our Annual Report on Form 10-K/A (this “Amendment”) to amend our Annual Report on Form 10-K for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission (the SEC”) on March 31, 2021, as amended on July 28, 2021 (collectively, the “Original Filing”) to restate our financial statements as of and for the year ended December 31, 2020 included in the Company’s Original Filing (the “Original Financial Statements”).
In connection with the preparation of the Company’s unaudited financial statements as of September 30, 2021 (the “September 2021 10-Q”), the Company’s management, in consultation with its advisors, identified an error made in certain of its previously issued financial statements, arising from the manner in which (applying Accounting Standards Codification Topic 480 “Distinguishing Liabilities from Equity”), as of the closing of the Company’s initial public offering in November 2020, the Company valued and classified its 7,500,000 ordinary shares included in the units sold in the Company’s initial public offering (the “Public Shares”) subject to possible redemption. The Company previously determined the value of the Public Shares to be equal to the redemption value of such shares, after taking into consideration the terms of the Company’s Amended and Restated Memorandum and Articles of Association, under which a redemption cannot result in net tangible assets being less than $5,000,001. As previously reported, in connection with the preparation of the September 2021 10-Q, our management determined, after consultation with its advisors, that the Public Shares can be redeemed or become redeemable subject to the occurrence of future events considered to be outside the Company’s control. Therefore, management concluded that the redemption value of its Public Shares subject to possible redemption should reflect the possible redemption of all Public Shares. As a result, management noted a reclassification error related to temporary equity and permanent equity. This resulted in a restatement of the initial carrying value of the Public Shares subject to possible redemption, with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and ordinary shares. As a result, on November 10, 2021, after consultation with Marcum LLP, the Company’s independent registered public accounting firm, management and the audit committee of the Company’s board of directors concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the classification error. The foregoing was reported both in the September 2021-10-Q filed with the SEC on November 16, 2021 (in which the Original Financial Statements were restated to reflect the above described reclassification of the Public Shares), and in a Current Report on Form 8-K (filed with the SEC on November 16, 2021, which reported that the Original Financial Statements should no longer be relied upon due to the above described reclassification error). This Amendment is being filed for the purpose of formally restate the Original Filing to reflect the foregoing. The Company has not amended its Current Report on Form 8-K filed on November 9, 2020 affected by the restatement. The financial information that has been previously filed or otherwise reported in the Original Filing is superseded by the information in this Amendment, and the financial statements and related financial information contained in such previously filed report should no longer be relied upon. The restatement is more fully described in Note 2 of the notes to the financial statements included in this Amendment. In addition, the Management Discussion & Analysis, Risk Factors, Item 9a Controls and Procedures, and Item 8 Financial Statements and Supplementary Data have been updated to detail further disclosure of the effects and actions taken by management and our board of directors. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Company’s principal executive officers and principal financial officer are filed as exhibits (in Exhibits 31.1, 31.2, 32.1 and 32.2) to this Amendment under Item 15 of Part IV hereof. Except as described above, this Amendment does not amend, update or change any other items or disclosures contained in the Original Filing, and accordingly, this Amendment does not reflect or purport to reflect any information or events occurring after the original filing date or modify or update those disclosures affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Original Filing. | ||
Entity Central Index Key | 0001759186 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
Entity File Number | 001-39669 | ||
Entity Incorporation, State or Country Code | D8 | ||
Entity Interactive Data Current | Yes |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash | $ 907,184 | $ 505 |
Prepaid expenses | 51,815 | |
Total Current Assets | 958,999 | 505 |
Deferred offering costs | 171,040 | |
Marketable securities held in Trust Account | 75,751,204 | |
Total Assets | 76,710,203 | 171,545 |
Current liabilities | ||
Accrued expenses | 5,000 | 450 |
Accrued offering costs | 2,758 | |
Promissory note – related party | 152,644 | |
Total Current Liabilities | 5,000 | 155,852 |
Warrant liability | 20,700,000 | |
Deferred underwriting fee payable | 2,250,000 | |
Total Liabilities | 22,955,000 | 155,852 |
Commitments | ||
Ordinary shares subject to possible redemption, 7,500,000 and no shares at redemption value as of December 31, 2020 and 2019, respectively | 75,751,204 | |
Shareholders’ (Deficit) Equity | ||
Preferred shares, no par value; unlimited shares authorized; none issued and outstanding | ||
Ordinary shares, no par value; unlimited shares authorized; 1,875,000 and 2,156,250 shares issued and outstanding (excluding 7,500,000 and no shares subject to possible redemption) at December 31, 2020 and 2019, respectively | 25,000 | 25,000 |
Accumulated deficit | (22,021,001) | (9,307) |
Total Shareholders’ Equity | (21,996,001) | 15,693 |
Total Liabilities and Shareholders’ (Deficit) Equity | $ 76,710,203 | $ 171,545 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Financial Position [Abstract] | ||
Ordinary shares subject to possible redemption | 7,500,000 | 0 |
Preferred shares, par value (in Dollars per share) | ||
Preferred stock, shares authorized, unlimited | ||
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Ordinary shares, par value (in Dollars per share) | ||
Ordinary stock, shares authorized, unlimited | ||
Ordinary stock, shares issued | 1,875,000 | 2,156,250 |
Ordinary stock, shares outstanding | 1,875,000 | 2,156,250 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Operating costs | $ 68,430 | $ 2,234 |
Loss from operations | (68,430) | (2,234) |
Other income (expense): | ||
Change in fair value of warrant liability | (17,100,000) | |
Transaction costs related to the warrant liability | (112,550) | |
Interest income on marketable securities held in Trust Account | 1,204 | |
Net loss | $ (17,279,776) | $ (2,234) |
Basic and diluted weighted average shares outstanding, Ordinary shares subject to possible redemption (in Shares) | 1,191,781 | |
Basic and diluted net loss per share, Ordinary shares subject to possible redemption (in Dollars per share) | $ (5.63) | |
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares (in Shares) | 1,875,000 | 1,731,164 |
Basic and diluted net loss per share, Non-redeemable ordinary shares (in Dollars per share) | $ (5.63) | $ 0 |
Statements of Changes in Shareh
Statements of Changes in Shareholders’ Equity (Deficit) - USD ($) | Ordinary Shares | Accumulated Deficit | Total |
Balance at Dec. 31, 2018 | $ 25,000 | $ (7,073) | $ 17,927 |
Balance (in Shares) at Dec. 31, 2018 | 1 | ||
Issuance of ordinary shares to Sponsor | |||
Issuance of ordinary shares to Sponsor (in Shares) | 2,156,249 | ||
Net loss | (2,234) | (2,234) | |
Balance at Dec. 31, 2019 | $ 25,000 | (9,307) | 15,693 |
Balance (in Shares) at Dec. 31, 2019 | 2,156,250 | ||
Cash paid in excess of fair value of Private Placement Warrants | $ 1,950,000 | 1,950,000 | |
Forfeiture of Founder Shares | |||
Forfeiture of Founder Shares (in Shares) | (281,250) | ||
Accretion for ordinary shares to redemption value | $ (1,950,000) | (4,731,918) | (6,681,918) |
Net loss | (17,279,776) | (17,279,278) | |
Balance at Dec. 31, 2020 | $ 25,000 | $ (22,021,001) | $ (21,996,001) |
Balance (in Shares) at Dec. 31, 2020 | 1,875,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (17,279,776) | $ (2,234) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (1,204) | |
Change in fair value of warrant liability | 17,100,000 | |
Transaction costs incurred in connection with the warrant liability | 112,550 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (51,815) | |
Accrued expenses | 4,550 | 450 |
Net cash used in operating activities | (115,695) | (1,784) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (75,750,000) | |
Net cash used in investing activities | (75,750,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 73,500,000 | |
Proceeds from sale of Private Warrants | 3,750,000 | |
Proceeds from promissory note – related party | 42,186 | 90,571 |
Repayment from promissory note – related party | (194,830) | |
Payment of offering costs | (324,982) | (88,282) |
Net cash provided by financing activities | 76,772,374 | 2,289 |
Net Change in Cash | 906,679 | 505 |
Cash – Beginning | 505 | |
Cash – Ending | 907,184 | 505 |
Non-Cash Investing and Financing Activities: | ||
Initial classification of ordinary shares subject to possible redemption | 75,750,000 | |
Change in value of ordinary shares subject to possible redemption | 1,204 | |
Deferred underwriting fee payable | 2,250,000 | |
Offering costs included in accrued offering costs | $ 2,758 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2020 | |
Description of Organization and Business Operations [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Bull Horn Holdings Corp. (the “Company”) is a blank check company incorporated in the British Virgin Islands on November 27, 2018. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the sports (including sports franchises or assets related to sports franchises and sports technology), entertainment and brands sectors. As of December 31, 2020, the Company had not yet commenced any operations. All activity from November 27, 2018 (inception) through December 31, 2020 relates to the Company’s formation and its initial public offering (the “Initial Public Offering”). The registration statement for the Company’s Initial Public Offering was declared effective on October 29, 2020. On November 3, 2020, the Company consummated the Initial Public Offering of 7,500,000 units (the “Units” and, with respect to the ordinary shares included in the Units sold, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $75,000,000 which is described in Note 5. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 3,750,000 warrants (the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to the Company’s sponsor, Bull Horn Holdings Sponsor LLC (the “Sponsor”), Imperial Capital, LLC (“Imperial”), I-Bankers Securities, Inc. (“I-Bankers”) and Northland Securities, Inc. (“Northland”) (and their designees), generating gross proceeds of $3,750,000, which is described in Note 6. Each of these Private Warrants allow the holder thereof to purchase one ordinary share. Transaction costs amounted to $4,243,264 consisting of $1,500,000 of underwriting fees, $2,250,000 of deferred underwriting fees and $493,264 of other offering costs. Following the closing of the Initial Public Offering on November 3, 2020, an amount of $75,750,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (the “Trust Account”) located in the United States and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, 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 sale of the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of the signing of an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination 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. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its public shareholders 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 shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only 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 shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder 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 seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.10 per 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). The per-share amount to be distributed to shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor and any of the Company’s officers or directors that may hold founder shares (the “initial shareholders”), Imperial and I-Bankers have agreed (a) to vote their founder shares, and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Memorandum and Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the founder shares) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the Memorandum and Articles of Association relating to shareholders’ rights of pre-Business Combination activity and (d) that the founder shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the initial shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. The Company will have until May 3, 2022 to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $50,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriters have agreed to waive its rights to the 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 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 amount initially funded in the Trust Account ($10.10 per share). The Sponsor has agreed that it will 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 amounts in the Trust Account to below $10.10 per share, 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 and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2020 | |
Restatement of Previously Issued Financial Statements [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2021 (“Amendment 1”) The Company previously accounted for its outstanding Public Warrants (as defined in Note 9) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In Addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of share, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). On April 12, 2021, the staff of the Division of Corporation Finance of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement, dated as of November 5, 2020, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”). In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s ordinary share. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s ordinary share if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s ordinary share in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that certain warrant provisions preclude equity treatment replaced by, under the indexation guidance of ASC section 815-40. As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate the treatment of the warrants (including on November 3, 2020 and December 31, 2020) and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. As Adjustments As Balance Sheet as of November 3, 2020 Warrant Liability $ — $ 3,600,000 $ 3,600,000 Ordinary Share Subject to Possible Redemption 69,519,462 (3,600,000 ) 65,919,462 Additional Paid-in Capital 5,012,274 112,550 5,124,824 Accumulated Deficit (12,265 ) (112,550 ) (124,815 ) Balance Sheet as of December 31, 2020 Warrant Liability $ — $ 20,700,000 $ 20,700,000 Ordinary Share Subject to Possible Redemption 69,455,198 (20,700,000 ) 48,755,198 Additional Paid-in Capital 5,076,538 17,212,546 22,289,088 Accumulated Deficit (76,533 ) (17,212,550 ) (17,289,083 ) Stockholders’ Equity 5,000,005 (4 ) 5,000,001 Statement of Operations for the Year ended December 31, 2020 Change in fair value of warrant liability $ — $ 17,100,000 $ 17,100,000 Transaction costs associated with warrant liability — 112,550 112,550 Net loss (67,226 ) (17,212,550 ) (17,279,776 ) Weighted average shares outstanding, Ordinary share subject to possible redemption 6,883,115 (356,436 ) 6,526,679 Basic and diluted net income per share, Ordinary share subject to possible redemption — — — Weighted average shares outstanding, Ordinary shares 1,972,758 56,484 2,029,242 Basic and diluted net loss per share, Ordinary shares (0.3 ) (8.49 ) (8.52 ) Statement of Changes in Shareholders’ Equity (Deficit) for the Year ended December 31, 2020 Sale of 7,500,000 Units, net of underwriting discounts and offering costs 70,756,736 (1,687,450 ) 69,069,286 Change in fair value of warrant liability 3,750,000 (3,750,000 ) — Cash paid in excess of fair value of Private Placement Warrants — 1,950,000 1,950,000 Ordinary Shares subject to possible redemption (69,455,198 ) 20,699,996 (48,755,202 ) Net loss $ (67,226 ) $ (17,212,550 ) $ (17,279,776 ) Statement of Cash Flow for the Year ended December 31, 2020 Net loss $ (67,226 ) $ (17,212,550 ) $ (17,279,776 ) Change in fair value of warrant liability — (17,100,000 ) (17,100,000 ) Transaction costs associated with warrant liability — (112,550 ) (112,550 ) Initial classification of Ordinary shares subject to possible redemption 65,519,462 400,000 65,919,462 Change in value of Ordinary shares subject to possible redemption (64,264 ) (17,099,996 ) (17,164,260 ) Amendment No. 2 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2021 (“Amendment 2”) In connection with the preparation of the Company’s condensed consolidated financial statements as of September 30, 2021, management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its Public Shares subject to possible redemption. The Company previously determined the Public Shares subject to possible redemption to be equal to the redemption value, while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Public Shares underlying the Units issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that temporary equity should include all ordinary shares subject to possible redemption, resulting in the ordinary shares subject to possible redemption being equal to their redemption value. As a result, management has noted a classification error related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and ordinary shares. In connection with the change in presentation for the ordinary shares subject to possible redemption, the Company also restated its income (loss) per ordinary share calculation to allocate net income (loss) evenly to all ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary share pro rata in the income (loss) of the Company. The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the period, indicated: As Previously Adjustment As Restated in Form 10-K Amendment 2 Balance Sheet as of November 3, 2020 Ordinary shares subject to possible redemption $ 65,919,462 $ 9,830,538 $ 75,750,000 Ordinary shares $ 5,124,824 $ (5,099,824 ) $ 25,000 Accumulated deficit $ (124,815 ) $ (4,730,714 ) $ (4,855,529 ) Total shareholders’ equity (deficit) $ 5,000,009 $ (9,830,538 ) $ (4,830,529 ) Number of shares subject to redemption 6,526,679 973,321 7,500,000 Balance Sheet as of December 31, 2020 Ordinary shares subject to possible redemption $ 48,755,202 $ 26,996,002 $ 75,751,204 Ordinary shares $ 22,289,084 $ (22,264,084 ) $ 25,000 Accumulated deficit $ (17,289,083 ) $ (4,731,918 ) $ (22,021,001 ) Total shareholders’ equity (deficit) $ 5,000,001 $ (26,996,002 ) $ (21,996,001 ) Number of shares subject to redemption 4,827,171 2,672,829 7,500,000 Statement of Operations for the Period Ended December 31, 2020 Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption 6,526,679 (6,526,679 ) — Basic and diluted net income per share, Ordinary shares stock subject to possible redemption $ — $ — $ — Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares 2,029,242 (2,029,242 ) — Basic and diluted net loss (income) per share, Non-redeemable ordinary shares $ (8.52 ) $ 8.52 $ — Basic and diluted weighted average shares outstanding, Ordinary shares subject to possible redemption — 1,191,781 1,191,781 Basic and diluted net loss per share, Ordinary shares subject to possible redemption — $ (5.63 ) $ (5.63 ) Basic and diluted weighted average shares outstanding, Non-redeemable ordinary share — 1,875,000 1,875,000 Basic and diluted net loss per share, Non-redeemable ordinary shares $ — $ (5.63 ) $ (5.63 ) Statement of Changes in Shareholders’ Equity (Deficit) for the Period Ended December 31, 2020 Sale of 7,500,000 Units, net of underwriting discounts $ 69,069,286 (69,069,286 ) — Ordinary shares subject to possible redemption $ (48,755,202 ) 48,755,202 — Accretion for ordinary shares subject to redemption value $ — (6,681,918 ) (6,681,918 ) Total shareholders’ equity (deficit) $ 5,000,001 (26,996,002 ) (21,996,001 ) Statement of Cash Flows for the Period Ended December 31, 2020 Initial classification of ordinary shares subject to possible redemption 65,919,462 9,830,538 75,750,000 Change in value of ordinary shares subject to possible redemption (17,164,260 ) 17,165,464 1,204 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying 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 auditor 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 shareholder 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 statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020 and 2019. Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which invest primarily in U.S. Treasury securities. The Company accounts for its securities held in the trust account in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 320 “Debt and Equity Securities.” These securities are classified as trading securities with unrealized gains/losses, if any, recognized through the statement of operations. Ordinary Shares Subject to Possible Redemption (Restated, see Note 2 – Amendment 2) The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against ordinary shares and accumulated deficit. At December 31, 2020, the ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 75,000,000 Less: Proceeds allocated to Public Warrants (1,800,000 ) Ordinary shares issuance costs (4,130,714 ) Plus: Accretion of carrying value to redemption value 6,681,918 Ordinary shares subject to possible redemption $ 75,751,204 Warrant Liability (Restated) 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 Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice simulation model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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’s management determined that the British Virgin Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 2020 and 2019 and no amounts accrued for interest and penalties. 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 may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted British Virgin Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. Net Loss Per Ordinary Share (Restated, see Note 2 – Amendment 1) Net income (loss) per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. At December 31, 2019, weighted average shares were reduced for the effect of an aggregate of 281,250 ordinary shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 6). The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 7,500,000 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 (loss) per ordinary share, basic and diluted, for ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of Ordinary shares subject to possible redemption outstanding since original issuance. Net income (loss) per share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period. Non-redeemable ordinary shares include Founder Shares and non-redeemable ordinary shares as these shares do not have any redemption features. Non-redeemable ordinary shares participate in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Year Ended December 31, December 31, Ordinary Shares subject to possible redemption Numerator: Earnings allocable to Ordinary shares subject to possible redemption Interest earned on marketable securities held in Trust Account $ 775 $ — Unrealized gain (loss) on marketable securities held in Trust Account — — Less: interest available to be withdrawn for payment of taxes — — Less: interest available to be withdrawn for working capital — — Net income attributable $ 775 $ — Denominator: Weighted Average Ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding 6,526,679 — Basic and diluted net income per share $ 0.00 $ — Non-redeemable ordinary shares Numerator: Net Loss minus Net Earnings Net loss $ (17,279,776 ) $ (2,234 ) Net income allocable to Ordinary shares subject to possible redemption (775 ) — Non-Redeemable Net Loss $ (17,280,551 ) $ (2,234 ) Denominator: Weighted Average Non-Redeemable Ordinary Shares Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares 2,029,242 1,731,164 Basic and diluted net loss per share, Non-redeemable ordinary shares $ (8.52 ) $ (0.00 ) Net Income (Loss) Per Share (Restated, see Note 2 – Amendment 2) Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating net income (loss) per ordinary share. Accretion associated with the redeemable shares of ordinary shares is excluded from net income (loss) per ordinary share as the redemption value approximates fair value. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the concurrent private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 7,500,000 ordinary shares in the aggregate. As of December 31, 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Year Ended December 31, 2020 Year Ended December 31, 2019 Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (6,715,089 ) $ (10,564,687 )) $ — $ (2,234 ) Denominator: Basic and diluted weighted average shares outstanding 1,191,781 1,875,000 — 1,731,164 Basic and diluted net loss per common share $ (5.63 ) $ (5.63 ) $ — $ (0.00 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying financial statements, primarily due to their short-term nature. Recently Issued 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 accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2020 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 7,500,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one ordinary share and one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one-half of one ordinary share at an exercise price of $11.50 per whole share, subject to adjustment (see Note 9). |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2020 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor, Imperial, I-Bankers and Northland (and their designees) purchased an aggregate of 3,750,000 Private Warrants at a price of $1.00 per Private Warrant, of which 2,625,000 Private Warrants were purchased by the Sponsor and 1,125,000 Private Warrants were purchased by Imperial, I-Bankers and Northland ($3,750,000 in the aggregate). Each of these Private Warrants allow the holder thereof to purchase one ordinary share. The proceeds from the sale of the Private Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. The Private Warrants are identical to the Public Warrants sold in the Initial Public Offering, except for the Private Warrants allow the holder thereof to one ordinary share and as further described in Note 9. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares In November 2018, in anticipation of the expected issuance of 2,156,250 founder shares to the Sponsor, the Sponsor paid certain of the Company’s deferred offering costs with the $25,000 purchase price of the founder shares. As of December 31, 2018, one founder share was issued to the Sponsor. The remaining 2,156,249 founder shares were issued to the Sponsor on January 28, 2019. The 2,156,250 founder shares included an aggregate of up to 281,250 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the initial shareholders would collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial shareholders do not purchase any Public Shares in the Initial Public Offering). On December 10, 2020, the underwriters notified the Company that they would not be exercising the over-allotment option and as a result, the Sponsor returned 281,250 Ordinary Shares to the Company for no consideration and such Ordinary Shares were canceled. The initial shareholders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until, with respect to 50% of the founder shares, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, and, with respect to the remaining 50% of the founder shares, upon six months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Assignment of Private Placement Warrants Effective December 10, 2020, by agreements between the Sponsor, Imperial, I-Bankers and Northland, an aggregate of 375,000 private warrants were assigned by Imperial, I-Bankers and Northland to the Sponsor. Promissory Note — Related Party On November 18, 2018, as amended on December 23, 2019, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The note was non-interest bearing and payable on the earlier of (i) December 31, 2020 or (ii) the consummation of the Initial Public Offering. As of December 31, 2019, there was $152,644, outstanding under the Promissory Note. The outstanding balance under the Promissory Note of $194,830 was repaid at the closing of the Initial Public Offering on November 3, 2020. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into additional Private Warrants at a price of $1.00 per Private Warrant. 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. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7. COMMITMENTS AND CONTINGENCIES Anchor Investors Six unaffiliated qualified institutional buyers (who are also not affiliated with the Sponsor or any member of the Company’s management team) purchased Units in the Initial Public Offering at a level of 9.9% of the Units subject to the Initial Public Offering (which aggregates to 59.4% of the Units subject to the Initial Public Offering) and entered into subscription agreements with the Sponsor to memorialize their agreement. The Company refers to these investors as “anchor investors.” In consideration of providing these agreements, the anchor investors each purchased membership interests in the Sponsor, for nominal consideration, entitling them to an interest in an aggregate of 270,000 founder shares held by the Sponsor or 45,000 founder shares for each anchor investor (which the Company refers to as the “anchor founder shares”). The anchor founder shares are treated the same in all material respects as the founder shares held by the Sponsor, except (i) such investors will forfeit their anchor founder shares if they do not purchase a number of Units equal to 9.9% of the number Units sold in the Initial Public Offering and (ii) such anchor founder shares shall have the right not to be subject to adjustments or cutbacks in the event the Sponsor agrees to any such adjustments or cutbacks (of its shares) in connection with the initial Business Combination. Discussions with each anchor investor were separate and the arrangements with them are not contingent on each other. Further, to the Company’s knowledge, the anchor investors are not affiliated with each other and are not acting together with regards to the Company. Pursuant to the subscription agreements with the Sponsor, the anchor investors have not been granted any material additional shareholder or other rights, and are only being issued membership interests in the Sponsor with no right to control the Sponsor or vote or dispose of the anchor founder shares (which will continue to be held by the Sponsor until following the initial Business Combination). Further, the anchor investors are not required to: (i) hold any Units, ordinary shares or warrants they may purchase in the Initial Public Offering or thereafter for any amount time, (ii) vote any ordinary shares they may own at the applicable time in favor of the initial Business Combination or (iii) refrain from exercising their right to redeem their ordinary shares at the time of the initial Business Combination. The purchases by the anchor investors of Units in the Initial Public Offering or the Company’s securities in the open market (or both) could, if they hold such securities, allow the anchor investors or any one of them to assert influence over the Company, including with respect to the initial Business Combination. Registration Rights Pursuant to a registration rights agreement entered into on October 29, 2020, the holders of the founder shares, the Private Warrants and underlying securities, and any securities issued upon conversion of Working Capital Loans (and underlying securities) will be entitled to registration rights pursuant to a registration rights agreement. The holders of at least a majority in interest of the then-outstanding number 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 the consummation of a Business Combination. Notwithstanding the foregoing, Imperial, I-Bankers and Northland may not exercise their demand and “piggyback” registration rights after five (5) and seven (7) years after the effective date of the registration statement and may not exercise its demand rights on more than one occasion. 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 three percent (3.0%) of the gross proceeds of the Initial Public Offering, or $2,250,000. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 8. SHAREHOLDERS’ EQUITY (Restated, see Note 2 – Amendment 2) Preferred Shares Ordinary Shares |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2020 | |
Warrants Disclosure [Abstract] | |
WARRANTS | NOTE 9. WARRANTS Warrants — In addition, if (x) the Company issues additional shares or equity-linked securities for capital raising purposes in connection with the closing of its Business Combination at an issue price or effective issue price of less than $9.50 per share (as adjusted for splits, dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) (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, initial shareholders or their affiliates, without taking into account any founder shares held by them prior to such issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of (i) the Market Value and (ii) the Newly Issued Price, and the $16.50 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 165% of the higher of (i) the Market Value and (ii) the Newly Issued Price. The Company may call the warrants for redemption (excluding the Private Warrants), in whole and not in part, at a price of $0.01 per warrant: ● at any time while the Public Warrants are exercisable, ● upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $16.50 per share, for any 20 trading days within a 30 trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and ● if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. 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 ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described above, the warrants will not be adjusted for issuances of ordinary shares 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 respect to such warrants. Accordingly, the warrants may expire worthless. The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants only allow the holder thereof to one ordinary share and the ordinary shares issuable upon the exercise of the Private 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 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 Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, Assets: Marketable securities held in Trust Account 1 $ 75,751,204 Liabilities: Warrant Liability – Public Warrants 1 10,350,000 Warrant Liability – Private Placement Warrants 3 10,350,000 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations. Initial Measurement The Company established the initial fair value for the Warrants on November 3, 2020, the date of the Company’s Initial Public Offering, using a binomial lattice model for the Private Placement Warrants and the Public Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one ordinary share and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of ordinary shares, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to ordinary shares subject to possible redemption, Class A ordinary shares and Class B ordinary shares based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the binomial lattice simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement: Input November 3, 2020 Risk-free interest rate 0.41 % Trading days per year 252 Expected volatility 11.0 % Exercise price $ 11.50 Stock Price $ 9.76 On November 3, 2020 the Private Placement Warrants and Public Warrants were determined to be $0.48 and $0.24 per warrant for aggregate values of $1.80 million and $1.80 million, respectively. Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 31, 2020 is classified as Level 1 due to the use of an observable market quote in an active market. The key inputs into the binomial lattice simulation model for the Private Placement Warrants were as follows at December 31, 2020: Input December 31, Risk-free interest rate 0.39 % Trading days per year 252 Expected volatility 34.4 % Exercise price $ 11.50 Stock Price $ 10.19 As of December 31, 2020, the aggregate values of the Private Placement Warrants and Public Warrants were $10.35 million and $10.35 million, respectively. The following table presents the changes in the fair value of warrant liabilities at Level 3: Private Public Warrant Fair value as of January 1, 2020 $ — $ — $ — Initial measurement on November 3, 2020 (IPO) 1,800,000 1,800,000 3,600,000 Transfers out of Level 3 — (1,800,000 ) (1,800,000 ) Change in valuation inputs or other assumptions 8,550,000 — 8,550,000 Fair value as of December 31, 2020 $ 10,350,000 $ — $ 10,350,000 Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $1,800,000 during the period from November 3, 2020 through December 31, 2020. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 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, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 | 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 auditor 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 shareholder 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 statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020 and 2019. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which invest primarily in U.S. Treasury securities. The Company accounts for its securities held in the trust account in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 320 “Debt and Equity Securities.” These securities are classified as trading securities with unrealized gains/losses, if any, recognized through the statement of operations. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption (Restated, see Note 2 – Amendment 2) The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against ordinary shares and accumulated deficit. At December 31, 2020, the ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 75,000,000 Less: Proceeds allocated to Public Warrants (1,800,000 ) Ordinary shares issuance costs (4,130,714 ) Plus: Accretion of carrying value to redemption value 6,681,918 Ordinary shares subject to possible redemption $ 75,751,204 |
Warrant Liability | Warrant Liability (Restated) 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 Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice simulation model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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’s management determined that the British Virgin Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 2020 and 2019 and no amounts accrued for interest and penalties. 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 may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted British Virgin Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share (Restated, see Note 2 – Amendment 1) Net income (loss) per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. At December 31, 2019, weighted average shares were reduced for the effect of an aggregate of 281,250 ordinary shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 6). The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 7,500,000 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 (loss) per ordinary share, basic and diluted, for ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of Ordinary shares subject to possible redemption outstanding since original issuance. Net income (loss) per share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period. Non-redeemable ordinary shares include Founder Shares and non-redeemable ordinary shares as these shares do not have any redemption features. Non-redeemable ordinary shares participate in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Year Ended December 31, December 31, Ordinary Shares subject to possible redemption Numerator: Earnings allocable to Ordinary shares subject to possible redemption Interest earned on marketable securities held in Trust Account $ 775 $ — Unrealized gain (loss) on marketable securities held in Trust Account — — Less: interest available to be withdrawn for payment of taxes — — Less: interest available to be withdrawn for working capital — — Net income attributable $ 775 $ — Denominator: Weighted Average Ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding 6,526,679 — Basic and diluted net income per share $ 0.00 $ — Non-redeemable ordinary shares Numerator: Net Loss minus Net Earnings Net loss $ (17,279,776 ) $ (2,234 ) Net income allocable to Ordinary shares subject to possible redemption (775 ) — Non-Redeemable Net Loss $ (17,280,551 ) $ (2,234 ) Denominator: Weighted Average Non-Redeemable Ordinary Shares Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares 2,029,242 1,731,164 Basic and diluted net loss per share, Non-redeemable ordinary shares $ (8.52 ) $ (0.00 ) |
Net Income (Loss) Per Share | Net Income (Loss) Per Share (Restated, see Note 2 – Amendment 2) Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating net income (loss) per ordinary share. Accretion associated with the redeemable shares of ordinary shares is excluded from net income (loss) per ordinary share as the redemption value approximates fair value. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the concurrent private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 7,500,000 ordinary shares in the aggregate. As of December 31, 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Year Ended December 31, 2020 Year Ended December 31, 2019 Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (6,715,089 ) $ (10,564,687 )) $ — $ (2,234 ) Denominator: Basic and diluted weighted average shares outstanding 1,191,781 1,875,000 — 1,731,164 Basic and diluted net loss per common share $ (5.63 ) $ (5.63 ) $ — $ (0.00 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying financial statements, primarily due to their short-term nature. |
Recent Accounting Standards | Recently Issued 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 accompanying financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
Schedule of financial statements | As Adjustments As Balance Sheet as of November 3, 2020 Warrant Liability $ — $ 3,600,000 $ 3,600,000 Ordinary Share Subject to Possible Redemption 69,519,462 (3,600,000 ) 65,919,462 Additional Paid-in Capital 5,012,274 112,550 5,124,824 Accumulated Deficit (12,265 ) (112,550 ) (124,815 ) Balance Sheet as of December 31, 2020 Warrant Liability $ — $ 20,700,000 $ 20,700,000 Ordinary Share Subject to Possible Redemption 69,455,198 (20,700,000 ) 48,755,198 Additional Paid-in Capital 5,076,538 17,212,546 22,289,088 Accumulated Deficit (76,533 ) (17,212,550 ) (17,289,083 ) Stockholders’ Equity 5,000,005 (4 ) 5,000,001 Statement of Operations for the Year ended December 31, 2020 Change in fair value of warrant liability $ — $ 17,100,000 $ 17,100,000 Transaction costs associated with warrant liability — 112,550 112,550 Net loss (67,226 ) (17,212,550 ) (17,279,776 ) Weighted average shares outstanding, Ordinary share subject to possible redemption 6,883,115 (356,436 ) 6,526,679 Basic and diluted net income per share, Ordinary share subject to possible redemption — — — Weighted average shares outstanding, Ordinary shares 1,972,758 56,484 2,029,242 Basic and diluted net loss per share, Ordinary shares (0.3 ) (8.49 ) (8.52 ) Statement of Changes in Shareholders’ Equity (Deficit) for the Year ended December 31, 2020 Sale of 7,500,000 Units, net of underwriting discounts and offering costs 70,756,736 (1,687,450 ) 69,069,286 Change in fair value of warrant liability 3,750,000 (3,750,000 ) — Cash paid in excess of fair value of Private Placement Warrants — 1,950,000 1,950,000 Ordinary Shares subject to possible redemption (69,455,198 ) 20,699,996 (48,755,202 ) Net loss $ (67,226 ) $ (17,212,550 ) $ (17,279,776 ) Statement of Cash Flow for the Year ended December 31, 2020 Net loss $ (67,226 ) $ (17,212,550 ) $ (17,279,776 ) Change in fair value of warrant liability — (17,100,000 ) (17,100,000 ) Transaction costs associated with warrant liability — (112,550 ) (112,550 ) Initial classification of Ordinary shares subject to possible redemption 65,519,462 400,000 65,919,462 Change in value of Ordinary shares subject to possible redemption (64,264 ) (17,099,996 ) (17,164,260 ) As Previously Adjustment As Restated in Form 10-K Amendment 2 Balance Sheet as of November 3, 2020 Ordinary shares subject to possible redemption $ 65,919,462 $ 9,830,538 $ 75,750,000 Ordinary shares $ 5,124,824 $ (5,099,824 ) $ 25,000 Accumulated deficit $ (124,815 ) $ (4,730,714 ) $ (4,855,529 ) Total shareholders’ equity (deficit) $ 5,000,009 $ (9,830,538 ) $ (4,830,529 ) Number of shares subject to redemption 6,526,679 973,321 7,500,000 Balance Sheet as of December 31, 2020 Ordinary shares subject to possible redemption $ 48,755,202 $ 26,996,002 $ 75,751,204 Ordinary shares $ 22,289,084 $ (22,264,084 ) $ 25,000 Accumulated deficit $ (17,289,083 ) $ (4,731,918 ) $ (22,021,001 ) Total shareholders’ equity (deficit) $ 5,000,001 $ (26,996,002 ) $ (21,996,001 ) Number of shares subject to redemption 4,827,171 2,672,829 7,500,000 Statement of Operations for the Period Ended December 31, 2020 Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption 6,526,679 (6,526,679 ) — Basic and diluted net income per share, Ordinary shares stock subject to possible redemption $ — $ — $ — Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares 2,029,242 (2,029,242 ) — Basic and diluted net loss (income) per share, Non-redeemable ordinary shares $ (8.52 ) $ 8.52 $ — Basic and diluted weighted average shares outstanding, Ordinary shares subject to possible redemption — 1,191,781 1,191,781 Basic and diluted net loss per share, Ordinary shares subject to possible redemption — $ (5.63 ) $ (5.63 ) Basic and diluted weighted average shares outstanding, Non-redeemable ordinary share — 1,875,000 1,875,000 Basic and diluted net loss per share, Non-redeemable ordinary shares $ — $ (5.63 ) $ (5.63 ) Statement of Changes in Shareholders’ Equity (Deficit) for the Period Ended December 31, 2020 Sale of 7,500,000 Units, net of underwriting discounts $ 69,069,286 (69,069,286 ) — Ordinary shares subject to possible redemption $ (48,755,202 ) 48,755,202 — Accretion for ordinary shares subject to redemption value $ — (6,681,918 ) (6,681,918 ) Total shareholders’ equity (deficit) $ 5,000,001 (26,996,002 ) (21,996,001 ) Statement of Cash Flows for the Period Ended December 31, 2020 Initial classification of ordinary shares subject to possible redemption 65,919,462 9,830,538 75,750,000 Change in value of ordinary shares subject to possible redemption (17,164,260 ) 17,165,464 1,204 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of ordinary shares reflected in the condensed balance sheets | Gross proceeds $ 75,000,000 Less: Proceeds allocated to Public Warrants (1,800,000 ) Ordinary shares issuance costs (4,130,714 ) Plus: Accretion of carrying value to redemption value 6,681,918 Ordinary shares subject to possible redemption $ 75,751,204 |
Schedule of ordinary shares subject to possible redemption | Year Ended December 31, December 31, Ordinary Shares subject to possible redemption Numerator: Earnings allocable to Ordinary shares subject to possible redemption Interest earned on marketable securities held in Trust Account $ 775 $ — Unrealized gain (loss) on marketable securities held in Trust Account — — Less: interest available to be withdrawn for payment of taxes — — Less: interest available to be withdrawn for working capital — — Net income attributable $ 775 $ — Denominator: Weighted Average Ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding 6,526,679 — Basic and diluted net income per share $ 0.00 $ — Non-redeemable ordinary shares Numerator: Net Loss minus Net Earnings Net loss $ (17,279,776 ) $ (2,234 ) Net income allocable to Ordinary shares subject to possible redemption (775 ) — Non-Redeemable Net Loss $ (17,280,551 ) $ (2,234 ) Denominator: Weighted Average Non-Redeemable Ordinary Shares Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares 2,029,242 1,731,164 Basic and diluted net loss per share, Non-redeemable ordinary shares $ (8.52 ) $ (0.00 ) |
Schedule of basic and diluted net income (loss) per ordinary share | Year Ended December 31, 2020 Year Ended December 31, 2019 Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (6,715,089 ) $ (10,564,687 )) $ — $ (2,234 ) Denominator: Basic and diluted weighted average shares outstanding 1,191,781 1,875,000 — 1,731,164 Basic and diluted net loss per common share $ (5.63 ) $ (5.63 ) $ — $ (0.00 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of the company's assets that are measured at fair value on a recurring basis | Description Level December 31, Assets: Marketable securities held in Trust Account 1 $ 75,751,204 Liabilities: Warrant Liability – Public Warrants 1 10,350,000 Warrant Liability – Private Placement Warrants 3 10,350,000 |
Schedule of initial measurement | Input November 3, 2020 Risk-free interest rate 0.41 % Trading days per year 252 Expected volatility 11.0 % Exercise price $ 11.50 Stock Price $ 9.76 Input December 31, Risk-free interest rate 0.39 % Trading days per year 252 Expected volatility 34.4 % Exercise price $ 11.50 Stock Price $ 10.19 |
Schedule of changes in the fair value of warrant liabilities | Private Public Warrant Fair value as of January 1, 2020 $ — $ — $ — Initial measurement on November 3, 2020 (IPO) 1,800,000 1,800,000 3,600,000 Transfers out of Level 3 — (1,800,000 ) (1,800,000 ) Change in valuation inputs or other assumptions 8,550,000 — 8,550,000 Fair value as of December 31, 2020 $ 10,350,000 $ — $ 10,350,000 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Nov. 03, 2020 | Dec. 31, 2020 |
Description of Organization and Business Operations (Details) [Line Items] | ||
Number of units of initial public offering (in Shares) | 2,625,000 | |
Transaction costs | $ 4,243,264 | |
Underwriting fees | 1,500,000 | |
Deferred underwriting fees | 2,250,000 | |
Other offering costs | 493,264 | |
Initial public offering, description | Following the closing of the Initial Public Offering on November 3, 2020, an amount of $75,750,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (the “Trust Account”) located in the United States and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. | |
Net tangible assets | $ 5,000,001 | |
Percentage of seeking redemption rights | 15.00% | |
Pro rata price, per share (in Dollars per share) | $ 10.10 | |
Reduce price per share (in Dollars per share) | $ 10.10 | |
Series of Individually Immaterial Business Acquisitions [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Business combination, description | Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of the signing of an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination 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. | |
Private Warrants [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Number of units of initial public offering (in Shares) | 3,750,000 | |
Generating gross proceeds | $ 3,750,000 | |
Price per share (in Dollars per share) | $ 1 | |
Description of sale of stock | Each of these Private Warrants allow the holder thereof to purchase one ordinary share. | |
IPO [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Number of units of initial public offering (in Shares) | 7,500,000 | |
Per unit price (in Dollars per share) | $ 10 | |
Generating gross proceeds | $ 75,000,000 | |
Pro rata price, per share (in Dollars per share) | $ 10 | |
IPO [Member] | Series of Individually Immaterial Business Acquisitions [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Description of business combination | If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $50,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriters have agreed to waive its rights to the 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 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 amount initially funded in the Trust Account ($10.10 per share). |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
Percentage of outstanding shares | 50.00% |
Net tangible assets | $ 5,000,001 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of financial statements - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Nov. 03, 2020 | |
As Previously Reported [Member] | Amendment One [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Warrant Liability | ||
Ordinary Share Subject to Possible Redemption | 69,455,198 | 69,519,462 |
Additional Paid-in Capital | 5,076,538 | 5,012,274 |
Accumulated Deficit | (76,533) | (12,265) |
Stockholders’ Equity | 5,000,005 | |
Change in fair value of warrant liability | ||
Transaction costs associated with warrant liability | ||
Net loss | (67,226) | |
Change in fair value of warrant liability | ||
Transaction costs associated with warrant liability | ||
Initial classification of Ordinary shares subject to possible redemption | 65,519,462 | |
Change in value of Ordinary shares subject to possible redemption | $ (64,264) | |
Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption (in Shares) | 6,883,115 | |
Basic and diluted net income per share, Ordinary shares stock subject to possible redemption (in Dollars per share) | ||
Basic and diluted weighted average shares outstanding, Ordinary shares (in Shares) | 1,972,758 | |
Basic and diluted net loss per share, Ordinary shares (in Dollars per share) | $ (0.3) | |
Sale of 7,500,000 Units, net of underwriting discounts and offering costs (in Shares) | 70,756,736 | |
Change in fair value of warrant liability | $ 3,750,000 | |
Cash paid in excess of fair value of Private Placement Warrants | ||
Ordinary Shares subject to possible redemption | (69,455,198) | |
As Previously Reported [Member] | Amendment Two [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ordinary Share Subject to Possible Redemption | 48,755,202 | 65,919,462 |
Ordinary shares | 22,289,084 | 5,124,824 |
Accumulated Deficit | (17,289,083) | (124,815) |
Total shareholders’ equity (deficit) | $ 5,000,001 | $ 5,000,009 |
Number of shares subject to redemption (in Shares) | 4,827,171 | 6,526,679 |
Initial classification of Ordinary shares subject to possible redemption | $ 65,919,462 | |
Change in value of Ordinary shares subject to possible redemption | $ (17,164,260) | |
Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption (in Shares) | 6,526,679 | |
Basic and diluted net income per share, Ordinary shares stock subject to possible redemption (in Dollars per share) | ||
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares (in Shares) | 2,029,242 | |
Basic and diluted net loss (income) per share, Non-redeemable ordinary shares (in Dollars per share) | $ (8.52) | |
Basic and diluted weighted average shares outstanding, Ordinary shares (in Shares) | ||
Basic and diluted net loss per share, Ordinary shares subject to possible redemption (in Dollars per share) | ||
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary share (in Shares) | ||
Basic and diluted net loss per share, Ordinary shares (in Dollars per share) | ||
Sale of 7,500,000 Units, net of underwriting discounts and offering costs (in Shares) | 69,069,286 | |
Ordinary Shares subject to possible redemption | $ (48,755,202) | |
Accretion for ordinary shares subject to redemption value | ||
Adjustments [Member] | Amendment One [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Warrant Liability | 20,700,000 | $ 3,600,000 |
Ordinary Share Subject to Possible Redemption | (20,700,000) | (3,600,000) |
Additional Paid-in Capital | 17,212,546 | 112,550 |
Accumulated Deficit | (17,212,550) | (112,550) |
Stockholders’ Equity | (4) | |
Change in fair value of warrant liability | 17,100,000 | |
Transaction costs associated with warrant liability | 112,550 | |
Net loss | (17,212,550) | |
Change in fair value of warrant liability | (17,100,000) | |
Transaction costs associated with warrant liability | (112,550) | |
Initial classification of Ordinary shares subject to possible redemption | 400,000 | |
Change in value of Ordinary shares subject to possible redemption | $ (17,099,996) | |
Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption (in Shares) | (356,436) | |
Basic and diluted net income per share, Ordinary shares stock subject to possible redemption (in Dollars per share) | ||
Basic and diluted weighted average shares outstanding, Ordinary shares (in Shares) | 56,484 | |
Basic and diluted net loss per share, Ordinary shares (in Dollars per share) | $ (8.49) | |
Sale of 7,500,000 Units, net of underwriting discounts and offering costs (in Shares) | (1,687,450) | |
Change in fair value of warrant liability | $ (3,750,000) | |
Cash paid in excess of fair value of Private Placement Warrants | 1,950,000 | |
Ordinary Shares subject to possible redemption | 20,699,996 | |
Adjustments [Member] | Amendment Two [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ordinary Share Subject to Possible Redemption | 26,996,002 | 9,830,538 |
Ordinary shares | (22,264,084) | (5,099,824) |
Accumulated Deficit | (4,731,918) | (4,730,714) |
Total shareholders’ equity (deficit) | $ (26,996,002) | $ (9,830,538) |
Number of shares subject to redemption (in Shares) | 2,672,829 | 973,321 |
Initial classification of Ordinary shares subject to possible redemption | $ 9,830,538 | |
Change in value of Ordinary shares subject to possible redemption | $ 17,165,464 | |
Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption (in Shares) | (6,526,679) | |
Basic and diluted net income per share, Ordinary shares stock subject to possible redemption (in Dollars per share) | ||
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares (in Shares) | (2,029,242) | |
Basic and diluted net loss (income) per share, Non-redeemable ordinary shares (in Dollars per share) | $ 8.52 | |
Basic and diluted weighted average shares outstanding, Ordinary shares (in Shares) | 1,191,781 | |
Basic and diluted net loss per share, Ordinary shares subject to possible redemption (in Dollars per share) | $ (5.63) | |
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary share (in Shares) | 1,875,000 | |
Basic and diluted net loss per share, Ordinary shares (in Dollars per share) | $ (5.63) | |
Sale of 7,500,000 Units, net of underwriting discounts and offering costs (in Shares) | (69,069,286) | |
Ordinary Shares subject to possible redemption | $ 48,755,202 | |
Accretion for ordinary shares subject to redemption value | (6,681,918) | |
As Restated [Member] | Amendment One [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Warrant Liability | 20,700,000 | $ 3,600,000 |
Ordinary Share Subject to Possible Redemption | 48,755,198 | 65,919,462 |
Additional Paid-in Capital | 22,289,088 | 5,124,824 |
Accumulated Deficit | (17,289,083) | (124,815) |
Stockholders’ Equity | 5,000,001 | |
Change in fair value of warrant liability | 17,100,000 | |
Transaction costs associated with warrant liability | 112,550 | |
Net loss | (17,279,776) | |
Change in fair value of warrant liability | (17,100,000) | |
Transaction costs associated with warrant liability | (112,550) | |
Initial classification of Ordinary shares subject to possible redemption | 65,919,462 | |
Change in value of Ordinary shares subject to possible redemption | $ (17,164,260) | |
Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption (in Shares) | 6,526,679 | |
Basic and diluted net income per share, Ordinary shares stock subject to possible redemption (in Dollars per share) | ||
Basic and diluted weighted average shares outstanding, Ordinary shares (in Shares) | 2,029,242 | |
Basic and diluted net loss per share, Ordinary shares (in Dollars per share) | $ (8.52) | |
Sale of 7,500,000 Units, net of underwriting discounts and offering costs (in Shares) | 69,069,286 | |
Change in fair value of warrant liability | ||
Cash paid in excess of fair value of Private Placement Warrants | 1,950,000 | |
Ordinary Shares subject to possible redemption | (48,755,202) | |
As Restated [Member] | Amendment Two [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ordinary Share Subject to Possible Redemption | 75,751,204 | 75,750,000 |
Ordinary shares | 25,000 | 25,000 |
Accumulated Deficit | (22,021,001) | (4,855,529) |
Total shareholders’ equity (deficit) | $ (21,996,001) | $ (4,830,529) |
Number of shares subject to redemption (in Shares) | 7,500,000 | 7,500,000 |
Initial classification of Ordinary shares subject to possible redemption | $ 75,750,000 | |
Change in value of Ordinary shares subject to possible redemption | $ 1,204 | |
Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption (in Shares) | ||
Basic and diluted net income per share, Ordinary shares stock subject to possible redemption (in Dollars per share) | ||
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares (in Shares) | ||
Basic and diluted net loss (income) per share, Non-redeemable ordinary shares (in Dollars per share) | ||
Basic and diluted weighted average shares outstanding, Ordinary shares (in Shares) | 1,191,781 | |
Basic and diluted net loss per share, Ordinary shares subject to possible redemption (in Dollars per share) | $ (5.63) | |
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary share (in Shares) | 1,875,000 | |
Basic and diluted net loss per share, Ordinary shares (in Dollars per share) | $ (5.63) | |
Sale of 7,500,000 Units, net of underwriting discounts and offering costs (in Shares) | ||
Ordinary Shares subject to possible redemption | ||
Accretion for ordinary shares subject to redemption value | $ (6,681,918) |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements (Details) - Schedule of financial statements (Parentheticals) | 12 Months Ended |
Dec. 31, 2020shares | |
As Previously Reported [Member] | Amendment One [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Net of underwriting discounts and offering costs | 7,500,000 |
As Previously Reported [Member] | Amendment Two [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Net of underwriting discounts | 7,500,000 |
Adjustments [Member] | Amendment One [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Net of underwriting discounts and offering costs | 7,500,000 |
Adjustments [Member] | Amendment Two [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Net of underwriting discounts | 7,500,000 |
As Restated [Member] | Amendment One [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Net of underwriting discounts and offering costs | 7,500,000 |
As Restated [Member] | Amendment Two [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Net of underwriting discounts | 7,500,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2020USD ($)shares | |
Accounting Policies [Abstract] | |
Ordinary shares subject to forfeiture | 281,250 |
StockIssued during period share others | 7,500,000 |
Ordinary shares | 7,500,000 |
Amount of federal depository insurance coverage (in Dollars) | $ | $ 250,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of ordinary shares reflected in the condensed balance sheets | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Schedule of ordinary shares reflected in the condensed balance sheets [Abstract] | |
Gross proceeds | $ 75,000,000 |
Less: | |
Proceeds allocated to Public Warrants | (1,800,000) |
Ordinary shares issuance costs | (4,130,714) |
Plus: | |
Accretion of carrying value to redemption value | 6,681,918 |
Ordinary shares subject to possible redemption | $ 75,751,204 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of ordinary shares subject to possible redemption - Ordinary Shares [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: Earnings allocable to Ordinary shares subject to possible redemption | ||
Interest earned on marketable securities held in Trust Account | $ 775 | |
Unrealized gain (loss) on marketable securities held in Trust Account | ||
Less: interest available to be withdrawn for payment of taxes | ||
Less: interest available to be withdrawn for working capital | ||
Net income attributable | $ 775 | |
Denominator: Weighted Average Ordinary shares subject to possible redemption | ||
Basic and diluted weighted average shares outstanding (in Shares) | 6,526,679 | |
Basic and diluted net income per share (in Dollars per share) | $ 0 | |
Numerator: Net Loss minus Net Earnings | ||
Net loss | $ (17,279,776) | $ (2,234) |
Net income allocable to Ordinary shares subject to possible redemption | (775) | |
Non-Redeemable Net Loss | $ (17,280,551) | $ (2,234) |
Denominator: Weighted Average Non-Redeemable Ordinary Shares | ||
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares (in Shares) | 2,029,242 | 1,731,164 |
Basic and diluted net loss per share, Non-redeemable ordinary shares (in Dollars per share) | $ (8.52) | $ 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per ordinary share - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Redeemable [Member] | ||
Numerator: | ||
Allocation of net loss, as adjusted | $ (6,715,089) | |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 1,191,781 | |
Basic and diluted net loss per common share | $ (5.63) | |
Non-redeemable [Member] | ||
Numerator: | ||
Allocation of net loss, as adjusted | $ (2,234) | |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 1,875,000 | 1,731,164 |
Basic and diluted net loss per common share | $ (5.63) | $ 0 |
Initial Public Offering (Detail
Initial Public Offering (Details) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Initial Public Offering (Details) [Line Items] | |
Share price per share | $ 10.10 |
Warrant [Member] | |
Initial Public Offering (Details) [Line Items] | |
Warrant exercise price | $ 11.50 |
IPO [Member] | |
Initial Public Offering (Details) [Line Items] | |
Sale of stock (in Shares) | shares | 7,500,000 |
Share price per share | $ 10 |
Warrant description | Each Public Warrant entitles the holder to purchase one-half of one ordinary share at an exercise price of $11.50 per whole share, subject to adjustment (see Note 9). |
Private Placement (Details)
Private Placement (Details) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Private Placement (Details) [Line Items] | |
Private warrants | 2,625,000 |
Sponsor [Member] | |
Private Placement (Details) [Line Items] | |
Private warrants | 1,125,000 |
Imperial, I-Bankers and Northland [Member] | |
Private Placement (Details) [Line Items] | |
Private warrants | 3,750,000 |
Private Warrant [Member] | |
Private Placement (Details) [Line Items] | |
Private warrants | 3,750,000 |
Price per warrant (in Dollars per share) | $ / shares | $ 1 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Dec. 10, 2020 | Nov. 03, 2020 | Oct. 10, 2020 | Jan. 28, 2019 | Nov. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 23, 2019 |
Related Party Transactions (Details) [Line Items] | ||||||||
Conversion of notes (in Dollars) | $ 1,500,000 | |||||||
Warrants price (in Dollars per share) | $ 1 | |||||||
Founder Shares [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Aggregate shares issued | 2,156,249 | 2,156,250 | 2,156,250 | |||||
Deferred offering costs (in Dollars) | $ 25,000 | |||||||
Shares subject to forfeiture | 281,250 | |||||||
Percentage of issued and outstanding shares | 20.00% | |||||||
Stock splits, description | The initial shareholders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until, with respect to 50% of the founder shares, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, and, with respect to the remaining 50% of the founder shares, upon six months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. | |||||||
Promissory Note - Related Party [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Aggregate principal amount (in Dollars) | $ 300,000 | |||||||
Promissory note outstanding amount (in Dollars) | $ 152,644 | |||||||
Repayment of borrowings amount (in Dollars) | $ 194,830 | |||||||
Over-Allotment Option [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Ordinary shares returned | 281,250 | |||||||
Private Placement Warrant [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Aggregate private warrants | 375,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - shares | 1 Months Ended | 12 Months Ended |
Oct. 29, 2020 | Dec. 31, 2020 | |
Commitments and Contingencies (Details) [Line Items] | ||
Number of units percentage | 9.90% | |
Effective term | 7 years | 5 years |
Underwriting agreement, description | The underwriters are entitled to a deferred fee of three percent (3.0%) of the gross proceeds of the Initial Public Offering, or $2,250,000. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. | |
IPO [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Number of units percentage | 9.90% | |
IPO [Member] | Subscription Agreements [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Number of units percentage | 59.40% | |
Founder Shares [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Interest an aggregate (in Shares) | 270,000 | |
Founder shares held by the sponsor (in Shares) | 45,000 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - shares | Dec. 31, 2020 | Dec. 31, 2019 |
Stockholders' Equity Note [Abstract] | ||
Common stock, share issued | 1,875,000 | 2,156,250 |
Common stock, share outstanding | 1,875,000 | 2,156,250 |
Ordinary shares subject to possible redemption | 7,500,000 | 0 |
Warrants (Details)
Warrants (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Warrants (Details) [Line Items] | |
Warrant expire term | 5 years |
Description of redemption of warrants | In addition, if (x) the Company issues additional shares or equity-linked securities for capital raising purposes in connection with the closing of its Business Combination at an issue price or effective issue price of less than $9.50 per share (as adjusted for splits, dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) (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, initial shareholders or their affiliates, without taking into account any founder shares held by them prior to such issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of (i) the Market Value and (ii) the Newly Issued Price, and the $16.50 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 165% of the higher of (i) the Market Value and (ii) the Newly Issued Price. |
Private Warrants [Member] | |
Warrants (Details) [Line Items] | |
Description of redemption of warrants | The Company may call the warrants for redemption (excluding the Private Warrants), in whole and not in part, at a price of $0.01 per warrant: ● at any time while the Public Warrants are exercisable, ● upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $16.50 per share, for any 20 trading days within a 30 trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and ● if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Nov. 03, 2020 | Dec. 31, 2020 |
Fair Value Measurements (Details) [Line Items] | ||
Total transfer value | $ 1,800,000 | |
Private Placement Warrants [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Warrant price per share (in Dollars per share) | $ 0.48 | |
Aggregate of warrants | $ 1,800,000 | |
Aggregate of warrants | 10,350,000 | |
Public Warrants [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Warrant price per share (in Dollars per share) | $ 0.24 | |
Aggregate of warrants | $ 1,800,000 | |
Aggregate of warrants | $ 10,350,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of the company's assets that are measured at fair value on a recurring basis | Dec. 31, 2020USD ($) |
Level 1 [Member] | |
Assets: | |
Marketable securities held in Trust Account | $ 75,751,204 |
Liabilities: | |
Warrant Liability – Public Warrants | 10,350,000 |
Level 3 [Member] | |
Liabilities: | |
Warrant Liability – Private Placement Warrants | $ 10,350,000 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of initial measurement - $ / shares | Nov. 03, 2020 | Dec. 31, 2020 |
Schedule of initial measurement [Abstract] | ||
Risk-free interest rate | 0.41% | 0.39% |
Trading days per year | 252 days | 252 days |
Expected volatility | 11.00% | 34.40% |
Exercise price | $ 11.50 | $ 11.50 |
Stock Price | $ 9.76 | $ 10.19 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Private Placement [Member] | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |
Fair value | |
Initial measurement on November 3, 2020 (IPO) | 1,800,000 |
Transfers out of Level 3 | |
Change in valuation inputs or other assumptions | 8,550,000 |
Fair value | 10,350,000 |
Public [Member] | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |
Fair value | |
Initial measurement on November 3, 2020 (IPO) | 1,800,000 |
Transfers out of Level 3 | (1,800,000) |
Change in valuation inputs or other assumptions | |
Fair value | |
Warrant Liabilities [Member] | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |
Fair value | |
Initial measurement on November 3, 2020 (IPO) | 3,600,000 |
Transfers out of Level 3 | (1,800,000) |
Change in valuation inputs or other assumptions | 8,550,000 |
Fair value | $ 10,350,000 |