Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Dec. 31, 2020 | Feb. 11, 2021 | |
Document Entity and Information [Abstract] | ||
Entity Registrant Name | East Stone Acquisition Corp | |
Entity Central Index Key | 0001760683 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2020 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --06-30 | |
Entity File Number | 001-39233 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 17,703,500 | |
Entity Incorporation State Country Code | D8 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
Current Assets | ||
Cash | $ 23,486 | $ 389,361 |
Prepaid expenses and other current assets | 88,887 | 202,485 |
Total current assets | 112,373 | 591,846 |
Cash and investments held in Trust Account | 138,833,973 | 138,826,973 |
Total assets | 138,946,346 | 139,418,819 |
Current Liabilities | ||
Accrued expenses | 60,687 | 38,356 |
Total current liabilities | 60,687 | 38,356 |
Deferred underwriting commission | 402,500 | 402,500 |
Total liabilities | 463,187 | 440,856 |
Commitments and Contingencies | ||
Ordinary shares subject to possible redemption, no par value, 13,348,315 and 13,397,796 shares at December 31, 2020 and June 30, 2020, respectively, at redemption value $10.00 per share | 133,483,150 | 133,977,960 |
Shareholders' Equity | ||
Preferred shares in class A, B, C, D, and E, no par value; unlimited shares authorized, none issued and outstanding | ||
Ordinary shares, no par value; unlimited shares authorized; 4,355,185 and 4,305,704 shares issued and outstanding (excluding 13,348,315 and 13,397,796 shares subject to redemption) at December 31, 2020 and June 30, 2020, respectively | 4,958,595 | 4,463,785 |
Retained earnings | 41,414 | 536,218 |
Total Shareholders' Equity | 5,000,009 | 5,000,003 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 138,946,346 | $ 139,418,819 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2020 | |
Ordinary shares subject to possible redemption no par value | ||
Ordinary shares subject to possible redemption shares | 13,348,315 | 13,397,796 |
Ordinary shares subject to possible redemption value per share | $ 10 | $ 10 |
Ordinary shares, par value | ||
Ordinary shares, shares authorized | Unlimited | Unlimited |
Ordinary shares, shares issued | 4,355,185 | 4,305,704 |
Ordinary shares, shares outstanding | 4,355,185 | 4,305,704 |
Preferred Class A | ||
Preferred shares, shares authorized | Unlimited | Unlimited |
Preferred shares, par value | ||
Preferred shares, shares issued | ||
Preferred shares, shares outstanding | ||
Preferred Class B | ||
Preferred shares, shares authorized | Unlimited | Unlimited |
Preferred shares, par value | ||
Preferred shares, shares issued | ||
Preferred shares, shares outstanding | ||
Preferred Class C | ||
Preferred shares, shares authorized | Unlimited | Unlimited |
Preferred shares, par value | ||
Preferred shares, shares issued | ||
Preferred shares, shares outstanding | ||
Preferred Class D | ||
Preferred shares, shares authorized | Unlimited | Unlimited |
Preferred shares, par value | ||
Preferred shares, shares issued | ||
Preferred shares, shares outstanding | ||
Preferred Class E | ||
Preferred shares, shares authorized | Unlimited | Unlimited |
Preferred shares, par value | ||
Preferred shares, shares issued | ||
Preferred shares, shares outstanding |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |||||
Income Statement [Abstract] | ||||||||
Operating costs | $ 293,936 | $ 9,009 | $ 501,804 | $ 9,517 | ||||
Loss from operations | (293,936) | (9,009) | (501,804) | (9,517) | ||||
Interest earned on investment held in Trust Account | 3,500 | 7,000 | ||||||
Net loss | $ (290,436) | $ (9,009) | $ (494,804) | $ (9,517) | ||||
Weighted average shares outstanding of redeemable ordinary shares | 13,800,000 | [1] | 13,800,000 | [1] | ||||
Basic and diluted net income per ordinary share | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Weighted average shares outstanding of non-redeemable ordinary shares | 3,903,500 | [2] | 3,000,000 | [3] | 3,903,500 | [2] | 3,000,000 | [3] |
Basic and diluted net loss per ordinary share | $ (0.08) | $ 0 | $ (0.13) | $ 0 | ||||
[1] | Includes an aggregate of up to 13,348,315 shares subject to possible redemption on December 31, 2020. | |||||||
[2] | Non-redeemable ordinary share includes 3,450,000 ordinary shares issued to initial shareholders, 350,000 private units and 103,500 ordinary shares issued to underwriters as part of the underwriting compensation. | |||||||
[3] | Excludes an aggregate of up to 450,000 shares held by the initial shareholders that were subject to forfeiture to the extent that the underwriters' over-allotment was not exercised in part or in full (see Note 5). |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Operations (Parenthetical) - USD ($) | 6 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Excludes shares were subject to forfeiture by the initial shareholders | 450,000 | |
Shares subject to possible redemption | 13,348,315 | |
Non-redeemable ordinary shares | $ 3,450,000 | |
Shares issued to initial shareholders | 350,000 | |
Shares issued to representative of underwriters | $ 103,500 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Equity - USD ($) | Ordinary Shares | Retained Earnings (Accumulated Deficit) | Total |
Beginning balance at Jun. 30, 2019 | $ 25,000 | $ (14,828) | $ 10,172 |
Beginning balance, shares at Jun. 30, 2019 | 3,450,000 | ||
Net income (loss) | (418) | (418) | |
Ending balance at Sep. 30, 2019 | $ 25,000 | (15,246) | 9,754 |
Ending balance, shares at Sep. 30, 2019 | 3,450,000 | ||
Net income (loss) | (9,099) | (9,009) | |
Ending balance at Dec. 31, 2019 | $ 25,000 | (24,345) | 655 |
Ending balance, shares at Dec. 31, 2019 | 3,450,000 | ||
Beginning balance at Jun. 30, 2020 | $ 4,463,785 | 536,218 | 5,000,003 |
Beginning balance, shares at Jun. 30, 2020 | 4,305,704 | ||
Change in value of ordinary shares subject to possible redemption | $ 204,370 | 204,370 | |
Change in value of ordinary shares subject to possible redemption, shares | 20,437 | ||
Net income (loss) | (204,368) | (204,368) | |
Ending balance at Sep. 30, 2020 | $ 4,668,155 | 331,850 | 5,000,005 |
Ending balance, shares at Sep. 30, 2020 | 4,326,141 | ||
Change in value of ordinary shares subject to possible redemption | $ 290,440 | 290,440 | |
Change in value of ordinary shares subject to possible redemption, shares | 29,044 | ||
Net income (loss) | (290,436) | (294,436) | |
Ending balance at Dec. 31, 2020 | $ 4,958,595 | $ 44,414 | $ 5,000,009 |
Ending balance, shares at Dec. 31, 2020 | 4,355,185 |
Unaudited Condensed Statement_3
Unaudited Condensed Statements of Cash Flows - USD ($) | 6 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (494,804) | $ (9,517) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned on investments held in Trust Account | (7,000) | |
Changes in operating assets and liabilities | ||
Prepaid expense | 113,598 | |
Accrued expense | 22,331 | |
Net cash (used in) provided by operating activities | (365,875) | (9,517) |
Cash Flows from Financing Activities: | ||
Advance from related party | 9,071 | |
Proceeds from promissory note payable - related party | 32,500 | |
Deferred offering costs | (54,509) | |
Net cash (used in) provided by financing activities | (12,938) | |
Net Change in Cash | (365,875) | (22,455) |
Cash -- Beginning of period | 389,361 | 47,722 |
Cash - End of period | 23,486 | 18,795 |
Non-Cash Investing and Financing Activities | ||
Change in value of ordinary shares subject to possible redemption | $ (494,810) |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General East Stone Acquisition Corporation ("East Stone" or the "Company") is a blank check company incorporated in the British Virgin Islands on August 9, 2018. The Company was incorporated 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 (the "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 primarily operating in the financial services industry or businesses providing technological services to the financial industry, commonly known as "fintech businesses" in the regions of North America and Asia-Pacific. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2020, the Company had not yet commenced any operations. All activity through December 31, 2020 relates to the Company's formation, the initial public offering ("Initial Public Offering" or "IPO"), which is described below, and since the closing of IPO, the search for a target for its Business Combination and the potential acquisition, as more fully described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates income in the form of interest income from the proceeds derived from the IPO and placed in Trust Account (as defined below) as described below. Initial Public Offering The registration statement for the Company's IPO was declared effective on February 19, 2020 ("Effective Date"). On February 24, 2020, the Company consummated the IPO of 13,800,000 units (the "Units" and, with respect to the ordinary shares underlying the Units sold, the "Public Shares"), including 1,800,000 Units as a result of the underwriters' full exercise of over-allotment option, generating aggregate gross proceeds to the Company of $138,000,000. Simultaneously with the closing of the IPO, the Company consummated certain private placements of an aggregate of 350,000 Units ("Private Units") at $10.00 per Private Unit, generating gross proceeds of $3,500,000. Pursuant to the unit subscription agreements entered into in connection with the private placements, 167,000 Private Units were purchased by the Double Ventures Holdings Limited ("Sponsor"), 108,000 Private Units were purchased by Hua Mao and Cheng Zhao ("anchor investors") separately and not together, and 75,000 Private Units were purchased by I-Bankers Securities, Inc., the representative of the several underwriters in the IPO ("I-Bankers"). In connection with the Company's IPO, the Company issued an aggregate of 103,500 ordinary shares of the Company ("Representative's Shares") to I-Bankers and its designee, of which 90,562 Representative's Shares were issued to I-Bankers and 12,938 Representative's Shares were issued to EarlyBirdCapital, Inc. ("EarlyBird") (Note 6). At the closing of the IPO, the Company additionally granted to I-Bankers and its designee a total of 690,000 warrants, exercisable at $12.00 per full share (for an aggregate exercise price of $8,280,000) ("Representative's Warrants"), of which 601,500 Representative's Warrants were granted to I-Bankers and 88,500 Representative's Warrants were granted to EarlyBird (Note 6). Total offering costs amounted to $5,758,283, including value placed on the Representative's Shares and Representative's Warrants, at $1,035,000 and $1,640,028, respectively. Of the total $5,758,283 transactions cost, the cash transaction costs amounted to $3,083,255, of which $2,415,000 of underwriting fees, including $402,500 of deferred underwriting fees, payable at the consummation of the Business Combination (as described below), and $668,255 of other offering costs of legal, accounting and other expenses incurred through the IPO that are directly related to the IPO. All of the transaction costs were charged to the equity of the Company upon completion of IPO. Trust Account Following the closing of the IPO, a total of $138,000,000 of the net proceeds from the IPO and the sale of the Private Units was placed in a trust account ("Trust Account"), which is invested only in U.S. government treasury bills, notes and bonds with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the "Investment Company Act") and which invest solely in U.S. Treasuries. Except for all interest income that may be released to the Company to pay taxes, and up to $50,000 to pay dissolution expenses, none of the funds held in the Trust Account will be released until the earlier of: (1) the completion of the initial Business Combination within the required time period; (2) the Company's redemption of 100% of the outstanding Public Shares if the Company has not completed an initial Business Combination in the required time period; and (3) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Company's Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company's obligation to redeem 100% of the Public Shares if the Company does not complete its initial Business Combination within the required time period or (B) with respect to any other provision relating to shareholders' rights or pre-Business Combination activity. Business Combination The Company's management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally towards consummating a Business Combination. The Company's initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding ordinary shares voted are voted in favor of the Business Combination. 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 to redeem the Public Shares 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 consummating a Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company 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 in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor and the other initial shareholders (collectively, "initial shareholders") have agreed (A) to vote their Founder Shares (as defined in Note 5), shares underlying the Private Units ("private shares") and any Public Shares held by them in favor of any proposed initial Business Combination, (B) not to propose any amendment to the Company's memorandum and articles of association (i) to modify the substance or timing of the Company's obligation to redeem 100% of its Public Shares if the Company does not complete its initial Business Combination within 15 months (or up to 21 months) from the closing of the IPO or (ii) with respect to any other provision relating to shareholders' rights or pre-initial Business Combination activity, unless the Company provides its public shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, (C) not to redeem any shares (including the Founder Shares) and Private Units (and underlying securities) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve the proposed initial Business Combination (or to sell any shares in a tender offer in connection with a proposed Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the Company's memorandum and articles of association relating to shareholders' rights or pre-Business Combination activity and (D) that the Founder Shares and Private Units (and underlying securities) shall not participate in any liquidating distribution upon winding up if a Business Combination is not consummated, until all of the claims of any redeeming shareholders and creditors are fully satisfied (and then only from funds held outside the Trust Account). The Company has 15 months from the closing of the IPO (or until May 24, 2021) to consummate a Business Combination ("Business Combination Date"). However, if the Company is not able to consummate a Business Combination on or before the Business Combination Date, the Company, by resolutions of the board of the Company, at the request of the initial shareholders, may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 21 months to complete a Business Combination) (the "Combination Period"), subject to the Company's initial shareholders depositing additional funds into the Trust Account as set out below. Pursuant to the terms of the Company's Amended and Restated Memorandum and Articles of Association and the Investment Management Trust Agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company to consummate a Business Combination to be extended, the Company's initial shareholders and their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account up to $1,380,000 ($0.10 per share), up to an aggregate of $2,760,000 or approximately $0.20 per share, on or prior to the date of the applicable deadline, for each three month extension. In the event that the Company receives notice from the initial shareholders five days prior to the applicable deadline to effect an extension, the Company intends to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, the Company intends to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. However, the Company's initial shareholders and their affiliates or designees are not obligated to fund the Trust Account to extend the time to consummate a Business Combination. If the Company is unable to complete a Business Combination by the Business Combination Date and if the Company fails to receive an extension requested by the Company's initial shareholders by or before the Business Combination Date, 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 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 holders of ordinary shares and the Company's board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject (in the case of (ii) and (iii) above) to its obligations to provide for claims of creditors and the requirements of applicable law. In connection with the redemption of 100% of the Company's outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account plus any pro rata interest earned on the funds held in the Trust Account (net of any taxes payable and less up to $50,000 of interest to pay liquidation expenses). The initial shareholders have agreed to waive their liquidation rights with respect to the Founder Shares and private shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor and its officers has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company's indemnity of the underwriter of the Proposed Offering against certain liabilities, including liabilities under the Securities Act of 1933 as amended (the "Securities Act"). The Company will seek to reduce the possibility that the Sponsor and the officers of the Company will have to indemnify the Trust Account due to claims of creditors by endeavoring to vendors, service providers (except the Company's independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Announcement of Business Combination Agreement On September 21, 2020, East Stone entered into a Business Combination Agreement (as amended, including by the Amended and Restated Business Combination Agreement, dated November 9, 2020, the "Business Combination Agreement") with Ufin Holdings Limited, a Cayman Islands limited liability company ( "Ufin"), Ufin Tek Limited, a British Virgin Islands company ("Pubco"), Ufin Mergerco Limited, a British Virgin Islands company and a wholly-owned subsidiary of Pubco ("Merger Sub"), Sherman Xiaoma Lu, the Chief Executive Officer of East Stone, an individual, in the capacity as the Purchaser Representative thereunder, Yingkui Liu, in the capacity as the Seller Representative thereunder, and Ufin Investment Limited, a British Virgin Islands limited liability company and the sole holder of Ufin's outstanding capital shares (the "Seller"). Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Business Combination Agreement (the "Closing"), (a) Merger Sub will merge with and into East Stone, with East Stone continuing as the surviving entity (the "Merger"), and with holders of East Stone securities receiving substantially identical securities of Pubco, and (b) Pubco will acquire all of the issued and outstanding ordinary shares of Ufin (the "Purchased Shares") from the Seller in exchange for American Depositary Shares ("ADS") representing ordinary shares of Pubco, with Ufin becoming a wholly-owned subsidiary of Pubco (the "Share Exchange", and together with the Merger and the other transactions contemplated by the Business Combination Agreement, the "Transactions"). The total consideration to be paid by Pubco to the Seller for its shares of Ufin (which consideration shall be allocated to certain designated recipients (the "Designated Share Recipients") shall be a combination of ADSs representing Pubco ordinary shares and Pubco warrants equal to up to Four Hundred Fifty Million Dollars ($450,000,000) (the "Exchange Consideration") consisting of (a) a number of ADSs representing Pubco ordinary shares (the "Base Exchange Shares") equal in value to: (i) $300,000,000, plus (or minus, if negative) Ufin's net working capital, and minus (ii) the aggregate amount of any outstanding indebtedness of Ufin (in excess of RMB10,000,000 (the "Closing Debt"), (b) 6,000,000 Pubco warrants, and (c) up to 15,000,000 Pubco ADSs representing ordinary shares if certain conditions are met (the "Earnout Shares"), and together with the Base Exchange Shares (the "Exchange Shares"). At the Closing, Seller will allocate its ADSs among certain Designated Share Recipients. Each ADS representing Pubco ordinary shares is valued at a per share price of $10.00. The number of Base Exchange Shares is subject to adjustment prior to Closing based on estimates of net working capital and the Closing Debt, determined using the numbers from Ufin's financial closing of each fiscal quarter prior to Closing. The issuances of Pubco ordinary shares in connection with the Share Exchange will be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) thereof because securities of Pubco will be issued to a limited number of Designated Share Recipients without involving a public offering. Such issuances will also be exempted from registration in reliance upon Regulation S of the Securities Act with regard to certain Designated Share Recipients receiving Pubco ordinary shares who are qualified as non-U.S. persons thereunder. The parties agreed that at or prior to the Closing, Pubco, the Seller and Continental Stock Transfer & Trust Company (or another mutually acceptable escrow agent), as escrow agent (the "Escrow Agent"), will enter into an Escrow Agreement, effective as of the Closing, in form and substance reasonably satisfactory to East Stone and Ufin (the "Escrow Agreement" ), pursuant to which Pubco will deliver to the Escrow Agent (i) a number of ADSs representing Pubco ordinary shares, equal to 10% of the Base Exchange Shares (or 30,000,000 shares), and (ii) 15,000,000 Exchange Shares (the "Earnout Escrow Shares") to be held, along with any dividends, distributions or income thereon (together with the Earnout Escrow Shares, the "Earnout Escrow Property") in a segregated account (the "Earnout Escrow Account") and disbursed in accordance with the Business Combination Agreement and the Escrow Agreement. In the event that the Pubco revenue for the fiscal year ending June 30, 2022 (the "Earnout Period") as set forth in the audited consolidated income statement of Pubco filed with its Form 20-F or Form 10-K (the "Earnout Revenue") is equal to or greater than One Billion Four Hundred Million Renminbi (RMB 1,400,000,000 or US$200,000,000 at the exchange rate of 7:1/RMB:USD), but less than One Billion Seven Hundred Fifty Million Renminbi (RMB 1,750,000,000 or US$250,000,000 at the exchange rate of 7:1/RMB:USD), while maintaining a gross margin at or greater than eighty-five percent (85%), then, subject to the terms and conditions of the Business Combination Agreement, the Designated Share Recipients' rights to receive Ten Million (10,000,000) Earnout Exchange Shares (the "First Tier Earnout Payment") shall vest and shall no longer be subject to forfeiture and Five Million Earnout Exchange Shares will be forfeited. In all other cases, the First Tier Earnout Payment will be forfeited. In the event that the Earnout Revenue is equal to or greater than One Billion Seven Hundred Fifty Million Renminbi (RMB 1,750,000,000 or US$250,000,000 at exchange rate of 7:1/RMB:USD), while maintaining a gross margin at or greater than eighty-five percent (85%), then, subject to the terms and conditions of this Agreement, the Designated Share Recipients' rights to receive Fifteen Million (15,000,000) Earnout Exchange Shares (the "Second Tier Earnout Payment") of the Earnout Escrow Property shall vest and shall no longer be subject to forfeiture. In all other cases, the Second Tier Earnout Payment will be forfeited. The earnout payments are mutually exclusive. The Business Combination Agreement contains a number of representations and warranties made by East Stone, Ufin, Pubco and Seller as of the date of such agreement. The representations and warranties made by East Stone, Ufin and Pubco are customary for transactions similar to the transactions contemplated by the Business Combination Agreement. The obligations of the parties to consummate the Transactions are subject to various conditions, including East Stone having at least $5,000,001 in net tangible assets as of the Closing, after giving effect to the completion of the Redemption and any private placement financing. The Business Combination Agreement may also be terminated under certain other customary and limited circumstances at any time prior to the Closing, including, if after taking into consideration the Redemption, the trust account proceeds and the gross proceeds of any private placement, the amount of cash available to East Stone is less than Thirty Million Dollars ($30,000,000). Liquidity and Going Concern The Company has principally financed its operations from inception on August 9, 2018 using proceeds from the sale of its equity securities to its initial shareholders prior to the IPO and from the sale of the Placement Units and the IPO that were placed in an account outside of the Trust Account for working capital purposes. As of December 31, 2020, the Company had $23,486 in its operating bank account, $138,833,973 in cash and marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary share in connection therewith. The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes payable and deferred underwriting commissions) to complete its initial Business Combination. To the extent necessary, the Company's Sponsor, officers and directors or their respective affiliates may, but are not obligated to, loan the Company funds as may be required (the "Working Capital Loans"). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. 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. 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, or converted upon consummation of a Business Combination into additional Private Units at a price of $10.00 per Unit (the "Working Capital Units") (see Note 5). Until the consummation of a Business Combination, the Company will be using funds held outside of the Trust Account for identifying and evaluating target businesses, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses or their representatives, reviewing corporate documents and material agreements of prospective target businesses, structuring, negotiating and completing a Business Combination. If the Company's estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to a Business Combination. Moreover, the Company may need to obtain additional financing either to complete a Business Combination or because it becomes obligated to redeem a significant number of its Public Shares upon completion of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. The liquidity condition and date for mandatory liquidation raise substantial doubt about the Company's ability to continue as a going concern through May 24, 2021, the scheduled liquidation date of the Company. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated by the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended June 30, 2020 as filed with the SEC on September 21, 2020, which contains the audited financial statements and notes thereto. The interim results for the six months ended December 31, 2020 are not necessarily indicative of the results to be expected for the year ending June 30, 2021 or for any future interim periods. The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for financial information 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 non-binding 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 statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. 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. Ordinary Shares Subject to Possible Redemption 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 is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders' equity. The Company's ordinary shares features certain redemption rights that are considered to be outside of the Company's control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2020 and June 30, 2020, 13,348,315 ordinary shares and 13,397,796 ordinary shares, respectively, subject to possible redemption were presented as temporary equity, outside of the shareholders' equity section of the Company's unaudited condensed balance sheets. Offering Costs Total offering costs amounted to $5,758,283, including fair value placed on the Representative's Shares and Representative's Warrants, at $1,035,000 and $1,640,028, respectively. Of the total $5,758,283 transaction cost, the cash transaction costs amounted to $3,083,255, of which $2,415,000 was underwriting fees, including $402,500 deferred underwriting commission, payable at the consummation of the Business Combination (as described below), and $668,255 of other offering costs of legal, accounting and other expenses incurred through the IPO that are directly related to the IPO. All of the transaction costs were charged to the equity of the Company upon completion of IPO. Income Taxes ASC Topic 740 "Income Taxes" 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 as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020 and 2019, respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the government of the British Virgin Islands. In accordance with British Virgin Islands federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company's unaudited condensed financial statements. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) per Ordinary Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) initial public offering, (ii) the exercise of the over-allotment option and (iii) private placement units, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive under the treasury stock method. The warrants derived from the public units are exercisable to purchase 6,900,000 shares of ordinary shares and warrants derived from the private placement units are exercisable to purchase 175,000 shares of ordinary shares, together 7,075,000 in the aggregate. The Company's unaudited condensed statement of operations includes a presentation of income (loss) per share for ordinary shares subject to redemption in a manner similar to the two-class method of income (loss) per share. Net income per ordinary share, basic and diluted for redeemable ordinary shares, is calculated by dividing the interest income earned on the Trust Account at December 31, 2020, and December 31, 2019, respectively. For the three months ended December 31, 2020, net income (loss) divided by the weighted average number of redeemable ordinary shares of 13,800,000 outstanding for the period resulted in $0.00 net income per ordinary share, basic and diluted. For the three months ended as of December 31, 2020 and 2019, net loss per ordinary share, basic and diluted for non-redeemable ordinary shares, is calculated by dividing the net income (loss), by the weighted average number of 3,903,500 non-redeemable ordinary shares outstanding for the periods, resulted in $(0.08) and $(0.13) loss per ordinary share, basic and diluted, respectively. For the six months ended December 31, 2020, net income (loss) divided by the weighted average number of redeemable ordinary shares of 13,800,000 outstanding for the period resulted in $0.00 net income per ordinary share, basic and diluted. For the six months ended as of December 31, 2020 and 2019, net loss per ordinary share, basic and diluted for non-redeemable ordinary shares, is calculated by dividing the net income (loss), by the weighted average number of 3,000,000 non-redeemable ordinary shares outstanding for the periods, resulted in $(0.00) loss per ordinary share, basic and diluted, respectively. Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and investment held in Trust Account. Cash is maintained in accounts with financial institutions, which at times may exceed the federal depository insurance coverage limit of $250,000. As of December 31, 2020, the Company had 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 Measurements and Disclosures," approximates the carrying amounts represented in the accompanying unaudited condensed balance sheets, primarily due to their short-term nature. Recently Issued Accounting Standards The Company's management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Dec. 31, 2020 | |
Proposed Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the IPO, the Company sold 13,800,000 Units at a purchase price of $10.00 per Unit, which includes the underwriters' full exercise of the over-allotment option in the amount of 1,800,000 Units. Each Unit consists of one ordinary share, no par value, one right, and one redeemable warrant (each whole warrant, a "Public Warrant"). Each right entitles the holder thereof to receive one-tenth (1/10) of one ordinary share upon the consummation of the Business Combination. Each Public Warrant entitles the holder thereof to purchase one-half (1/2) of one ordinary share at an exercise price of $11.50 per full share (subject to certain adjustments) (see Note 7). |
Private Placement
Private Placement | 6 Months Ended |
Dec. 31, 2020 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor, anchor investors and I-Bankers purchased an aggregate of 350,000 Private Units, of which 275,000 were purchased by the Company's Sponsor, anchor investors and 75,000 by I-Bankers, for an aggregate purchase price of $3,500,000. Each Private Unit consists of one ordinary share ("Private Share"), one right ("Private Right") and one warrant ("Private Warrant"). Each Private Right entitles the holder thereof to receive one-tenth (1/10) of one ordinary share upon the consummation of the Business Combination. Each warrant entitles the holder thereof to purchase one-half (1/2) of one ordinary share at an exercise price of $11.50 per full share. The net proceeds from the private placement was added to the proceeds from the IPO being held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the net proceeds from the sale of the private placement will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and Private Units and all underlying securities will expire worthless. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In October 2018, the Company issued 1,437,500 ordinary shares to its initial shareholders (the "Founder Shares") for an aggregate purchase price of $25,000, or approximately $0.017 per share. In January and February 2020, the Company effected 2 for 1 and 1.2 for 1 share dividends, respectively, for each ordinary share outstanding, resulting in the initial shareholders owning an aggregate of 3,450,000 Founder Shares. The share dividends are retroactively restated in the accompanying unaudited condensed financial statements. Of the 3,450,000 Founder Shares, 450,000 shares were subject to forfeiture by the initial shareholders to the extent that the underwriters' over-allotment is not exercised in full or in part. As a result of the underwriters' election to fully exercise their over-allotment option, 450,000 Founder Shares are no longer subject to forfeiture. Additionally, subject to certain limited exceptions, the initial shareholders have agreed to escrow (and not transfer any ownership interest in) their Founder Shares, excluding any Units or shares comprising Units acquired by the initial shareholders in the offering or in the open market: (i) with respect to 50% of the Founder Shares for a period ending on the earlier of the six month anniversary of the Business Combination or the date on which the closing price of the ordinary shares exceeds $12.50 for any 20 trading days within a 30-trading day period following the closing of the Business Combination and (ii) with respect to the other 50% of the Founder Shares for a period ending on the six month anniversary of the closing of the Business Combination, unless approved by the Company's public shareholders. However, if, after a Business Combination, there is a transaction whereby all the outstanding shares are exchanged or converted into cash (as they would be in a post-asset sale liquidation) or another issuer's shares, then the Founder Shares (or any ordinary shares thereunder) shall be permitted to come out of escrow to participate. In addition, all initial shareholders have agreed to escrow (and not transfer any ownership interest in) their Private Units (or any securities comprising the Private Units), excluding any Units acquired by initial shareholders in the Proposed Offering or in the open market, until thirty (30) days following the closing of the Business Combination. Promissory Note — Related Party The Company's initial shareholders have signed a promissory note (the "Note") to loan the Company up to $300,000 to be used for the IPO. The Note was non-interest bearing, unsecured and due on the earlier of December 31, 2020 or the closing of the IPO. On February 24, 2020, the total outstanding balance of $182,500 of the Note was repaid. Administrative Support Arrangement The Company entered into an administrative support agreement with an affiliate of the Company's officers (the "Service Party"), commencing on February 19, 2020 through the earlier of the consummation of a Business Combination or the Company's liquidation, the Company agreed to pay the Service Party up to a maximum of $120,000 in the aggregate for office space, utilities and secretarial and administrative services. Such administrative fees shall be paid on a quarterly basis at $30,000 per quarter until the maximum fee is reached, or if earlier, until the consummation of the Company's Business Combination or liquidation. For the three and six months ended December 31, 2020, the Company paid the Service Party $30,000 and $60,000 respectively. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, officers and directors or their respective affiliates may, but are not obligated to, loan the Company funds as may be required (the "Working Capital Loans"). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. 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. 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, or converted upon consummation of a Business Combination into additional Private Units at a price of $10.00 per Unit (the "Working Capital Units"). As of December 31, 2020 and June 30, 2020, no Working Capital Loans were issued. Related Party Extension Loans As discussed in Note 1, the Company may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of 21 months to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the initial shareholders and/or their affiliates or designees must deposit into the Trust Account up to an aggregate of $2,760,000 for a total of two extensions. Any such payments would be made in the form of a loan. The terms of the loan in connection with the loan have not yet been negotiated. If the Company completes a Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. If the Company does not complete a Business Combination, the Company will not repay such loans. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Risk and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company's financial positions and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. A significant outbreak of COVID-19 and other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and potential target companies may defer or end discussions for a potential merger with us if COVID-19 materially adversely affects their business operations and, therefore, the valuation of their business. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an unexpectedly long period of time, our ability to consummate a Business Combination may be materially adversely affected. The accompanying unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into by and among the Company, the initial shareholders, anchor investors and I-Bankers on February 19, 2020, the holders of the Founder Shares, Private Units (and underlying securities), and Working Capital Units (and underlying securities) will be entitled to registration rights. The holders of a majority-in-interest of these securities are entitled to make up to three 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. Business Combination Marketing Agreement The Company has engaged I-Bankers as an advisor in connection with the Company's Business Combination to assist the Company in holding meetings with the Company's shareholders to discuss the potential Business Combination and the target business' attributes, introduce the Company to potential investors that are interested in purchasing the Company's securities in connection with the Business Combination, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. Pursuant to the Company's agreement with I-Bankers, (i) if the amount of cash held in the Trust Account immediately prior to the Business Combination, after redemptions, is at least 50% of the gross proceeds of the IPO, then the advisory fees payable to I-Bankers will be 2.75% of the cash remaining in the Trust Account, (ii) if the amount of cash held in the Trust Account immediately prior to the Business Combination, after redemptions, is less than 50% of the gross proceeds of the IPO, then the advisory fees payable to I-Bankers will be 1.375% of the gross proceeds of the IPO, and (iii) notwithstanding (i) and (ii) above, if the amount of cash held in the Trust Account immediately prior to the Business Combination, after redemptions, is less than $20,000,000, then the advisory fees payable to I-Bankers will be paid in a combination of cash and securities in the same proportion as the cash and securities consideration paid to the target and its shareholders in the Business Combination, provided that in no event shall the cash portion of such advisory fees be less than $1,000,000. Deferred Underwriting Commission The deferred underwriting commission of $402,500 is to be paid out of the Trust Account to I-Bankers and EarlyBird only on completion of the Company's Business Combination. The deferred offering commission will be paid only upon consummation of a Business Combination. If the business combination is not consummated, such deferred offering commission will be forfeited. None of the underwriters will be entitled to any interest accrued on the deferred offering commission. Representative's Shares On February 24, 2020, the Company issued an aggregate of 103,500 Representative's Shares to I-Bankers and EarlyBird, in connection with their services as underwriters for the IPO. The underwriters have agreed not to transfer, assign or sell any of Representative's Shares until the completion of the Company's initial Business Combination. In addition, the underwriters agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to the Representative's Shares if the Company fails to complete its initial Business Combination within the Combination Period. Based on the IPO price of $10.00 per Unit, the fair value of the 103,500 ordinary shares was $1,035,000, which was an expense of the IPO resulting in a charge directly to shareholders' equity upon the completion of the IPO. The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement of the Company in connection with the IPO, pursuant to FINRA Rule 5110(g)(1). Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. Representative's Warrants On February 24, 2020, the Company issued an aggregate of 690,000 Representative's Warrants, exercisable at $12.00 per full share, to I-Bankers and EarlyBird, in connection with their services as underwriters for the IPO. The Representative's Warrants may be exercised for cash or on a cashless basis, at the holder's option, at any time during the period commencing on the later of the first anniversary of the effective date of the registration statement of the Company and the closing of the Company's initial Business Combination and terminating on the fifth anniversary of such effectiveness date. The underwriters have each agreed that neither it nor its designees will be permitted to exercise the warrants after the five year anniversary of the effective date of the registration statement. The Company accounted for the 690,000 Representative's Warrants as an expense of the IPO resulting in a charge directly to shareholders' equity. The fair value of Representative's Warrants was estimated to be approximately $1,640,028 (or $2.38 per warrant) using the Black-Scholes option-pricing model. The fair value of the Representative's Warrants granted to the Underwriters was estimated as of the date of grant using the following assumptions: (1) expected volatility of 31.5%, (2) risk-free interest rate of 1.536%, share price at $10.00 with a strike price at $12.00 and (3) expected life of five years. The Representative's Warrants and such shares purchased pursuant to the Representative's Warrants have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 360 days immediately following the date of the effectiveness of the registration statement pursuant to FINRA Rule 5110(g)(1). Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 360 days immediately following the effective date of the registration statement, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 360 days immediately following the effective date of the registration statement except to any underwriter and selected dealer participating in the IPO and their bona fide officers or partners. The Representative's Warrants grant to holders demand and "piggy back" rights for periods of five and seven years, respectively, from the effective date of the registration statement with respect to the registration under the Securities Act of the ordinary shares issuable upon exercise of the Representative's Warrants. The Company will bear all fees and expenses attendant to registering the securities, other than underwriting commissions, which will be paid for by the holders themselves. The exercise price and number of ordinary shares issuable upon exercise of the Representative's Warrants may be adjusted in certain circumstances including in the event of a share dividend, or the Company's recapitalization, reorganization, merger or consolidation. However, the Representative's Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 7. SHAREHOLDERS' EQUITY Preferred Shares Ordinary Shares Rights Warrants The warrants underlying the Private Units (the "Private Warrants"), if any, will be identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Warrants and the ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private 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. The warrant exercise (for both Public Warrant and Private Warrant) price is adjusted, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.50 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company's board of directors), (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 initial Business Combination, and (z) the volume weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the "Market Price") 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 Market Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the Market Price. The Company may call the warrants for redemption (excluding the Private Warrants, any outstanding Representative's Warrants, and any warrants underlying units issued to the Sponsor, initial shareholders, officers, directors or their affiliates in payment of Working Capital Loans made to the Company), in whole and not in part, at a price of $0.01 per warrant: ● at any time while the warrants are exercisable, ● upon not less than 30 days' prior written notice of redemption to each warrant holder, ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period ending on the third trading business day prior to the notice of redemption to warrant holders, and ● if, and only if, there is a current registration statement in effect with respect to the issuance of 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 warrants for redemption as described above, management will have the option to require all holders that wish to exercise the 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 share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, 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. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities 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 of held to maturity securities as follows. As of December 31, 2020, the entire Trust Account was invested in money market funds which are invested in U.S. Treasury Securities. December 31, Description Level 2020 Assets Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 138,833,973 June 30, Description Level 2020 Assets Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 138,826,973 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events, other than previously disclosed, that would have required adjustment or disclosure in the unaudited financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated by the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended June 30, 2020 as filed with the SEC on September 21, 2020, which contains the audited financial statements and notes thereto. The interim results for the six months ended December 31, 2020 are not necessarily indicative of the results to be expected for the year ending June 30, 2021 or for any future interim periods. The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for financial information 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 non-binding 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 statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. 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. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption 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 is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders' equity. The Company's ordinary shares features certain redemption rights that are considered to be outside of the Company's control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2020 and June 30, 2020, 13,348,315 ordinary shares and 13,397,796 ordinary shares, respectively, subject to possible redemption were presented as temporary equity, outside of the shareholders' equity section of the Company's unaudited condensed balance sheets. |
Offering Costs | Offering Costs Total offering costs amounted to $5,758,283, including fair value placed on the Representative's Shares and Representative's Warrants, at $1,035,000 and $1,640,028, respectively. Of the total $5,758,283 transaction cost, the cash transaction costs amounted to $3,083,255, of which $2,415,000 was underwriting fees, including $402,500 deferred underwriting commission, payable at the consummation of the Business Combination (as described below), and $668,255 of other offering costs of legal, accounting and other expenses incurred through the IPO that are directly related to the IPO. All of the transaction costs were charged to the equity of the Company upon completion of IPO. |
Income Taxes | Income Taxes ASC Topic 740 "Income Taxes" 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 as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020 and 2019, respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the government of the British Virgin Islands. In accordance with British Virgin Islands federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company's unaudited condensed financial statements. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) per Ordinary Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) initial public offering, (ii) the exercise of the over-allotment option and (iii) private placement units, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive under the treasury stock method. The warrants derived from the public units are exercisable to purchase 6,900,000 shares of ordinary shares and warrants derived from the private placement units are exercisable to purchase 175,000 shares of ordinary shares, together 7,075,000 in the aggregate. The Company's unaudited condensed statement of operations includes a presentation of income (loss) per share for ordinary shares subject to redemption in a manner similar to the two-class method of income (loss) per share. Net income per ordinary share, basic and diluted for redeemable ordinary shares, is calculated by dividing the interest income earned on the Trust Account at December 31, 2020, and December 31, 2019, respectively. For the three months ended December 31, 2020, net income (loss) divided by the weighted average number of redeemable ordinary shares of 13,800,000 outstanding for the period resulted in $0.00 net income per ordinary share, basic and diluted. For the three months ended as of December 31, 2020 and 2019, net loss per ordinary share, basic and diluted for non-redeemable ordinary shares, is calculated by dividing the net income (loss), by the weighted average number of 3,903,500 non-redeemable ordinary shares outstanding for the periods, resulted in $(0.08) and $(0.13) loss per ordinary share, basic and diluted, respectively. For the six months ended December 31, 2020, net income (loss) divided by the weighted average number of redeemable ordinary shares of 13,800,000 outstanding for the period resulted in $0.00 net income per ordinary share, basic and diluted. For the six months ended as of December 31, 2020 and 2019, net loss per ordinary share, basic and diluted for non-redeemable ordinary shares, is calculated by dividing the net income (loss), by the weighted average number of 3,000,000 non-redeemable ordinary shares outstanding for the periods, resulted in $(0.00) loss per ordinary share, basic and diluted, respectively. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and investment held in Trust Account. Cash is maintained in accounts with financial institutions, which at times may exceed the federal depository insurance coverage limit of $250,000. As of December 31, 2020, the Company had 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 Measurements and Disclosures," approximates the carrying amounts represented in the accompanying unaudited condensed balance sheets, primarily due to their short-term nature. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards The Company's management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's unaudited condensed financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of treasury securities fund | December 31, Description Level 2020 Assets Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 138,833,973 June 30, Description Level 2020 Assets Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 138,826,973 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |
Sep. 21, 2020 | Feb. 24, 2020 | Dec. 31, 2020 | |
Description of Organization and Business Operations (Textual) | |||
Share price per share | $ 10 | ||
Percentage of voting interests acquired | 50.00% | ||
Fair market value, percentage | 80.00% | ||
Aggregate redemption price, percentage | 100.00% | ||
Business combination, description | The Company has 15 months from the closing of the IPO (or until May 24, 2021) to consummate a Business Combination ("Business Combination Date"). However, if the Company is not able to consummate a Business Combination on or before the Business Combination Date, the Company, by resolutions of the board of the Company, at the request of the initial shareholders, may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 21 months to complete a Business Combination) (the "Combination Period"), subject to the Company's initial shareholders depositing additional funds into the Trust Account as set out below. Pursuant to the terms of the Company's Amended and Restated Memorandum and Articles of Association and the Investment Management Trust Agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company to consummate a Business Combination to be extended, the Company's initial shareholders and their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account up to $1,380,000 ($0.10 per share), up to an aggregate of $2,760,000 or approximately $0.20 per share, on or prior to the date of the applicable deadline, for each three month extension. In the event that the Company receives notice from the initial shareholders five days prior to the applicable deadline to effect an extension, the Company intends to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, the Company intends to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. However, the Company's initial shareholders and their affiliates or designees are not obligated to fund the Trust Account to extend the time to consummate a Business Combination. | ||
Percentage of outstanding public shares | 100.00% | ||
Deposit into trust account | $ 50,000 | ||
Gross proceeds | $ 30,000,000 | ||
Underwriting fees | 2,415,000 | ||
Deferred underwriting fees | 402,500 | ||
Other offering costs | 668,255 | ||
Net tangible assets of business combination | $ 5,000,001 | 5,000,001 | |
Cash in operating bank account | 23,486 | ||
Marketable securities held in the Trust Account | $ 138,833,973 | ||
Business combination agreement, description | The total consideration to be paid by Pubco to the Seller for its shares of Ufin (which consideration shall be allocated to certain designated recipients (the "Designated Share Recipients") shall be a combination of ADSs representing Pubco ordinary shares and Pubco warrants equal to up to Four Hundred Fifty Million Dollars ($450,000,000) (the "Exchange Consideration") consisting of (a) a number of ADSs representing Pubco ordinary shares (the "Base Exchange Shares") equal in value to: (i) $300,000,000, plus (or minus, if negative) Ufin's net working capital, and minus (ii) the aggregate amount of any outstanding indebtedness of Ufin (in excess of RMB10,000,000 (the "Closing Debt"), (b) 6,000,000 Pubco warrants, and (c) up to 15,000,000 Pubco ADSs representing ordinary shares if certain conditions are met (the "Earnout Shares"), and together with the Base Exchange Shares (the "Exchange Shares"). At the Closing, Seller will allocate its ADSs among certain Designated Share Recipients. Each ADS representing Pubco ordinary shares is valued at a per share price of $10.00. | ||
Escrow agent, description | (i) a number of ADSs representing Pubco ordinary shares, equal to 10% of the Base Exchange Shares (or 30,000,000 shares), and (ii) 15,000,000 Exchange Shares (the "Earnout Escrow Shares") to be held, along with any dividends, distributions or income thereon (together with the Earnout Escrow Shares, the "Earnout Escrow Property") in a segregated account (the "Earnout Escrow Account") and disbursed in accordance with the Business Combination Agreement and the Escrow Agreement. | ||
Business Combination [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Aggregate of public shares, percentage | 15.00% | ||
Aggregate redemption price, percentage | 100.00% | ||
Business combination, description | In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor and its officers has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company's indemnity of the underwriter of the Proposed Offering against certain liabilities, including liabilities under the Securities Act of 1933 as amended (the "Securities Act"). | ||
Percentage of outstanding public shares | 100.00% | ||
Business combination agreement, description | In the event that the Pubco revenue for the fiscal year ending June 30, 2022 (the "Earnout Period") as set forth in the audited consolidated income statement of Pubco filed with its Form 20-F or Form 10-K (the "Earnout Revenue") is equal to or greater than One Billion Four Hundred Million Renminbi (RMB 1,400,000,000 or US$200,000,000 at the exchange rate of 7:1/RMB:USD), but less than One Billion Seven Hundred Fifty Million Renminbi (RMB 1,750,000,000 or US$250,000,000 at the exchange rate of 7:1/RMB:USD), while maintaining a gross margin at or greater than eighty-five percent (85%), then, subject to the terms and conditions of the Business Combination Agreement, the Designated Share Recipients' rights to receive Ten Million (10,000,000) Earnout Exchange Shares (the "First Tier Earnout Payment") shall vest and shall no longer be subject to forfeiture and Five Million Earnout Exchange Shares will be forfeited. In all other cases, the First Tier Earnout Payment will be forfeited. In the event that the Earnout Revenue is equal to or greater than One Billion Seven Hundred Fifty Million Renminbi (RMB 1,750,000,000 or US$250,000,000 at exchange rate of 7:1/RMB:USD), while maintaining a gross margin at or greater than eighty-five percent (85%), then, subject to the terms and conditions of this Agreement, the Designated Share Recipients' rights to receive Fifteen Million (15,000,000) Earnout Exchange Shares (the "Second Tier Earnout Payment") of the Earnout Escrow Property shall vest and shall no longer be subject to forfeiture. In all other cases, the Second Tier Earnout Payment will be forfeited. The earnout payments are mutually exclusive. | ||
Warrant [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Share price per share | $ 10 | ||
Warrants issued | 690,000 | ||
Warrant exercise price | $ 12 | $ 12 | |
Aggregate exercise price | $ 8,280,000 | ||
Representative's Shares [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Proposed initial public offering | 103,500 | ||
Aggregate amount | $ 1,640,028 | ||
Warrants issued | 103,500 | ||
Underwriting fees | $ 2,415,000 | ||
Deferred underwriting fees | 402,500 | ||
Total offering costs | 5,758,283 | ||
Warrants amount | 1,035,000 | ||
Total transactions cost | 5,758,283 | ||
Cash transaction costs | $ 3,083,255 | ||
Investor [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Purchase of shares | 75,000 | ||
I-Bankers [Member] | Representative's Shares [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Proposed initial public offering | 90,562 | ||
Warrants issued | 601,500 | ||
EarlyBirdCapital, Inc [Member] | Representative's Shares [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Proposed initial public offering | 12,938 | ||
Warrants issued | 88,500 | ||
Initial Public Offering [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Proposed initial public offering | 13,800,000 | ||
Sale of shares | 1,800,000 | ||
Gross proceeds | $ 138,000,000 | ||
Net proceeds | $ 138,000,000 | ||
Dissolution expenses | $ 50,000 | ||
Private Placement [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Proposed initial public offering | 350,000 | ||
Share price per share | $ 10 | ||
Purchase of shares | 108,000 | ||
Gross proceeds | $ 3,500,000 | ||
Private Placement [Member] | Double Ventures Holdings Limited [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Proposed initial public offering | 167,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | |
Summary of Significant Accounting Policies (Textual) | |||||
Federal depository insurance | $ 250,000 | $ 250,000 | |||
Ordinary shares subject to possible redemption | 13,348,315 | 13,348,315 | 13,397,796 | ||
Offering costs | $ 5,758,283 | $ 5,758,283 | |||
Fair value of the representative's shares | 1,035,000 | 1,035,000 | |||
Fair value of the representative's warrants | 1,640,028 | 1,640,028 | |||
Transaction cost | 5,758,283 | ||||
Cash transaction cost | 3,083,255 | 3,083,255 | |||
Underwriting fees | 2,415,000 | ||||
Deferred underwriting commission | 402,500 | 402,500 | |||
Other offering costs | $ 668,255 | $ 668,255 | |||
Aggregate of purchased shares | 7,075,000 | ||||
Number of shares purchased | 6,900,000 | ||||
Weighted average number of redeemable ordinary shares outstanding | 13,800,000 | 0 | 13,800,000 | 0 | |
Weighted average number non-redeemable shares outstanding | 3,903,500 | 3,000,000 | 3,903,500 | 3,000,000 | |
Basic and diluted net income per ordinary share | $ 0 | $ 0 | $ 0 | $ 0 | |
Basic and diluted per ordinary share | $ (0.08) | $ 0 | $ (0.08) | $ 0 | |
Private Placement [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Number of shares purchased | 175,000 |
Initial Public Offering (Detail
Initial Public Offering (Details) | 6 Months Ended |
Dec. 31, 2020USD ($)$ / shares | |
Initial Public Offering (Textual) | |
Sale of units | $ 13,800,000 |
Purchase price per unit | $ / shares | $ 10 |
Business combination, description | Each right entitles the holder thereof to receive one-tenth (1/10) of one ordinary share upon the consummation of the Business Combination. |
Public warrant, description | Each Public Warrant entitles the holder thereof to purchase one-half (1/2) of one ordinary share at an exercise price of $11.50 per full share (subject to certain adjustments) (see Note 7). |
Over-Allotment Option [Member] | |
Initial Public Offering (Textual) | |
Sale of units | $ 1,800,000 |
Private Placement (Details)
Private Placement (Details) | 6 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Private Placement (Textual) | |
Aggregate purchase price | $ | $ 3,500,000 |
Aggregate of purchase shares | 350,000 |
Exercise price | $ / shares | $ 10 |
I-Bankers [Member] | |
Private Placement (Textual) | |
Aggregate of purchase shares | 75,000 |
Sponsor [Member] | Anchor Investors [Member] | |
Private Placement (Textual) | |
Aggregate of purchase shares | 275,000 |
Private Placement [Member] | |
Private Placement (Textual) | |
Aggregate of purchase shares | 167,000 |
Private placement, description | Each warrant entitles the holder thereof to purchase one-half (1/2) of one ordinary share at an exercise price of $11.50 per full share. |
Business combination, description | Each Private Unit consists of one ordinary share ("Private Share"), one right ("Private Right") and one warrant ("Private Warrant"). Each Private Right entitles the holder thereof to receive one-tenth (1/10) of one ordinary share upon the consummation of the Business Combination. |
Exercise price | $ / shares | $ 11.50 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Feb. 24, 2020 | Oct. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2020 | Jun. 30, 2020 | |
Related Party Transactions (Textual) | |||||
Ordinary share, per share | |||||
Related party debt, description | (i) with respect to 50% of the Founder Shares for a period ending on the earlier of the six month anniversary of the Business Combination or the date on which the closing price of the ordinary shares exceeds $12.50 for any 20 trading days within a 30-trading day period following the closing of the Business Combination and (ii) with respect to the other 50% of the Founder Shares for a period ending on the six month anniversary of the closing of the Business Combination, unless approved by the Company’s public shareholders. | ||||
Business combination, per share price | $ 10 | $ 10 | |||
Service Party [Member] | |||||
Related Party Transactions (Textual) | |||||
Pay an affiliate | $ 120,000 | $ 120,000 | |||
Affiliate [Member] | |||||
Related Party Transactions (Textual) | |||||
Cash deposited in trust account | 2,760,000 | 2,760,000 | |||
Administrative Support Arrangement [Member] | |||||
Related Party Transactions (Textual) | |||||
Administrative fees | 30,000 | ||||
Service party paid | $ 30,000 | $ 60,000 | |||
Founder Shares [Member] | |||||
Related Party Transactions (Textual) | |||||
Aggregate purchase price | $ 25,000 | ||||
Ordinary shares, issued | 1,437,500 | ||||
Ordinary share, per share | $ 0.017 | ||||
Founder shares | 3,450,000 | 3,450,000 | |||
Related party debt, description | Of the 3,450,000 Founder Shares, 450,000 shares were subject to forfeiture by the initial shareholders to the extent that the underwriters' over-allotment is not exercised in full or in part. As a result of the underwriters' election to fully exercise their over-allotment option, 450,000 Founder Shares are no longer subject to forfeiture. | ||||
Share dividend, description | In January and February 2020, the Company effected 2 for 1 and 1.2 for 1 share dividends, respectively | ||||
Promissory Note [Member] | |||||
Related Party Transactions (Textual) | |||||
Loan amount | $ 300,000 | ||||
Promissory note due, description | The Note was non-interest bearing, unsecured and due on the earlier of December 31, 2020 or the closing of the IPO. | ||||
Total outstanding balance | $ 182,500 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 6 Months Ended |
Feb. 24, 2020 | Dec. 31, 2020 | |
Commitments and Contingencies (Textual) | ||
Business combination marketing agreement, description | (i) if the amount of cash held in the Trust Account immediately prior to the Business Combination, after redemptions, is at least 50% of the gross proceeds of the IPO, then the advisory fees payable to I-Bankers will be 2.75% of the cash remaining in the Trust Account, (ii) if the amount of cash held in the Trust Account immediately prior to the Business Combination, after redemptions, is less than 50% of the gross proceeds of the IPO, then the advisory fees payable to I-Bankers will be 1.375% of the gross proceeds of the IPO, and (iii) notwithstanding (i) and (ii) above, if the amount of cash held in the Trust Account immediately prior to the Business Combination, after redemptions, is less than $20,000,000, then the advisory fees payable to I-Bankers will be paid in a combination of cash and securities in the same proportion as the cash and securities consideration paid to the target and its shareholders in the Business Combination, provided that in no event shall the cash portion of such advisory fees be less than $1,000,000. | |
Deferred underwriting fees | $ 402,500 | |
Share price per share | $ 10 | |
Representatives Shares [Member] | ||
Commitments and Contingencies (Textual) | ||
Exercise price | $ 12 | |
Aggregate of issued shares | 103,500 | |
Share price per share | $ 10 | |
Fair value, amount | $ 103,500 | |
Fair value of ordinary shares | 1,035,000 | |
Aggregate share issued | 103,500 | |
Representatives Warrants [Member] | ||
Commitments and Contingencies (Textual) | ||
Warrants shares | 690,000 | |
Exercise price | $ 12 | $ 12 |
Share price per share | $ 10 | |
Fair value, amount | $ 1,640,028 | |
Expected volatility | 31.50% | |
Risk free interest rate | 1.536% | |
Expected life | 5 years | |
Fair value per warrant | $ 2.38 | |
Aggregate share issued | 690,000 | |
Strike price | $ 12 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - shares | 6 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2020 | |
Shareholders' Equity (Textual) | ||
Ordinary shares, issued | 4,355,185 | 4,305,704 |
Ordinary shares, outstanding | 4,355,185 | 4,305,704 |
Rights, description | Each holder of a right will receive one-tenth (1/10) of one ordinary share upon consummation of the Business Combination, even if the holder of such right redeemed all ordinary shares held by him, her or it in connection with the Business Combination or an amendment to the Company’s Amended and Restated Memorandum and Articles of Association with respect to the Company’s pre-Business Combination activities. | |
Warrants, description | (a) the consummation of a Business Combination or (b) twelve (12) months from the effective date of the registration statement relating to the IPO. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon the exercise of the Public Warrants is not effective within 90 days from the consummation of a Business Combination, the holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise the Public Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their Public Warrants on a cashless basis. | |
Public and private warrant, description | If (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.50 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors), (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 initial Business Combination, and (z) the volume weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Price”) 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 Market Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the Market Price. | |
Warrants for redemption, description | The Company may call the warrants for redemption (excluding the Private Warrants, any outstanding Representative's Warrants, and any warrants underlying units issued to the Sponsor, initial shareholders, officers, directors or their affiliates in payment of Working Capital Loans made to the Company), in whole and not in part, at a price of $0.01 per warrant: ● at any time while the warrants are exercisable, ● upon not less than 30 days' prior written notice of redemption to each warrant holder, ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period ending on the third trading business day prior to the notice of redemption to warrant holders, and ● if, and only if, there is a current registration statement in effect with respect to the issuance of the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. | |
Ordinary shares subject to possible redemption | 13,348,315 | 13,397,796 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets | ||
Assets Trust Account – U.S. Treasury Securities Money Market Fund | $ 138,833,973 | $ 138,826,973 |