Document And Entity Information
Document And Entity Information - USD ($) | 6 Months Ended | ||
Dec. 31, 2020 | Nov. 29, 2021 | Jun. 30, 2020 | |
Document Information Line Items | |||
Entity Registrant Name | East Stone Acquisition Corp | ||
Document Type | 10-KT/A | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 7,065,105 | ||
Entity Public Float | $ 138,892,890 | ||
Amendment Flag | true | ||
Amendment Description | References throughout this Amendment No. 1 to the Transition Report on Form 10-KT to “we,” “us,” the “Company” or “our company” are to East Stone Acquisition Corporation, unless the context otherwise indicates.
This Amendment No. 1 (“Amendment No. 1”) to the Transition Report on Form 10-KT/A amends the Transition Report on Form 10-KT of the Company as of and for the period ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on June 9, 2021 (the “Original Filing”). The Company has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable ordinary shares, no par value (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering (the “IPO”) on February 24, 2020. Historically, a portion of the Public Shares was classified as permanent equity to maintain shareholders’ equity greater than $5 million on the basis that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Company’s Amended and Restated Memorandum and Articles of Association (the “Charter”). Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary equity regardless of the net tangible assets redemption limitation contained in the Charter. Therefore, on November [ ], 2021, the Company’s management and the audit committee of the Company’s board of directors concluded that (i) the Company’s audited balance sheet as of December 30, 2020 in the Original Filing, (ii) the Company’s unaudited financial statements as of March 31, 2021 contained in the Company’s Quarterly Report on Form 10-Q filed with the SEC on June 11, 2021, (iii) the Company’s unaudited financial statements as of June 30, 2021 contained in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 16, 2021, and (iv) the Company’s unaudited financial statements as of September 30, 2021 contained in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 15, 2021 (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company will restate its financial statements for the Affected Periods in this Amendment No. 1 and a Quarterly Report on Form 10-Q/A to be filed with the SEC (“Form 10-Q/A”). The restatement does not have an impact on its cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”). The Company’s management has concluded that a material weakness remains in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness will be described in more detail in the Form 10-Q/A. We are filing this Amendment No. 1 to amend and restate the Original Filing with modification as necessary to reflect the restatements. The following items have been amended to reflect the restatements: Part I, Item 1A. Risk Factors Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Part II, Item 8. Financial Statements and Supplementary Data Part II, Item 9A. Controls and Procedures In addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing in connection with this Amendment No. 1 (Exhibits 31.1, 31.2, 32.1 and 32.2). Except as described above, no other information included in the Original Filing is being amended or updated by this Amendment No. 1 and, other than as described herein, this Amendment No. 1 does not purport to reflect any information or events subsequent to the Original Filing. We have not amended our previously filed Quarterly Reports on Form 10-Q for the period affected by the restatement. This Amendment No. 1 continues to describe the conditions as of the date of the Original Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing. | ||
Entity Central Index Key | 0001760683 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
Document Annual Report | false | ||
Document Transition Report | true | ||
Entity File Number | 001-39233 | ||
Entity Incorporation, State or Country Code | D8 | ||
Entity Interactive Data Current | Yes |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 |
ASSETS | |||
Cash | $ 23,486 | $ 389,361 | $ 47,722 |
Deferred offering costs associated with initial public offering | 97,500 | ||
Prepaid expenses and other current assets | 88,887 | 202,485 | |
Total current assets | 112,373 | 591,846 | 145,222 |
Cash and investments held in Trust Account | 138,833,973 | 138,826,973 | |
TOTAL ASSETS | 138,946,346 | 139,418,819 | 145,222 |
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | |||
Advances from related party | 25,050 | ||
Accrued offering cost | 10,000 | ||
Accrued expenses | 60,687 | 38,356 | |
Promissory note payable – related party | 100,000 | ||
Total current liabilities | 60,687 | 38,356 | 135,050 |
Deferred underwriting commission | 402,500 | 402,500 | |
Derivative warrant liabilities | 2,232,100 | 2,192,500 | |
Total Liabilities | 2,695,287 | 2,633,356 | 135,050 |
Commitments and Contingencies | |||
Ordinary shares subject to possible redemption, no par value, at redemption value $10.00 per share | 138,000,000 | 138,000,000 | |
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 | 3,838,301 | 3,838,301 | 25,000 |
Accumulated deficit | (5,587,242) | (5,052,838) | (14,828) |
Total Shareholders’ Equity (Deficit) | (1,748,941) | (1,214,537) | 10,172 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 138,946,346 | $ 139,418,819 | $ 145,222 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | 6 Months Ended | ||
Dec. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | |
Ordinary shares subject to possible redemption, no par value (in Dollars per share) | |||
Ordinary shares subject to possible redemption value, per share (in Dollars per share) | 10 | $ 10 | $ 10 |
Ordinary shares, no par value (in Dollars per share) | |||
Ordinary shares, shares authorized | Unlimited | ||
Ordinary shares, shares issued | 3,903,500 | 3,903,500 | 3,450,000 |
Ordinary shares, shares outstanding | 3,903,500 | 3,903,500 | 3,450,000 |
Ordinary shares subject to possible redemption shares | 13,800,000 | 13,800,000 | 0 |
Preferred Class A | |||
Preferred shares, no par value (in Dollars per share) | |||
Preferred shares, shares authorized | Unlimited | ||
Preferred shares, shares issued | |||
Preferred shares, shares outstanding | |||
Preferred Class B | |||
Preferred shares, no par value (in Dollars per share) | |||
Preferred shares, shares authorized | Unlimited | ||
Preferred shares, shares issued | |||
Preferred shares, shares outstanding | |||
Preferred Class C | |||
Preferred shares, no par value (in Dollars per share) | |||
Preferred shares, shares authorized | Unlimited | ||
Preferred shares, shares issued | |||
Preferred shares, shares outstanding | |||
Preferred Class D | |||
Preferred shares, no par value (in Dollars per share) | |||
Preferred shares, shares authorized | Unlimited | ||
Preferred shares, shares issued | |||
Preferred shares, shares outstanding | |||
Preferred Class E | |||
Preferred shares, no par value (in Dollars per share) | |||
Preferred shares, shares authorized | Unlimited | ||
Preferred shares, shares issued | |||
Preferred shares, shares outstanding |
Statements of Operations
Statements of Operations - USD ($) | 6 Months Ended | 11 Months Ended | ||||||
Dec. 31, 2020 | Jun. 30, 2019 | Dec. 02, 2008 | Jun. 30, 2019 | |||||
Income Statement [Abstract] | ||||||||
Operating costs | $ 501,804 | $ 14,828 | $ 275,927 | |||||
Loss from operations | (501,804) | (14,828) | (275,927) | |||||
Change in fair value of derivative warrant liabilities | (39,600) | (199,272) | ||||||
Interest earned on investment held in Trust Account | 7,000 | 826,973 | ||||||
Net loss | $ (534,404) | $ (14,828) | $ 351,774 | |||||
Weighted average shares outstanding of redeemable ordinary shares (in Shares) | [1] | 13,800,000 | 13,800,000 | |||||
Basic and diluted net income per ordinary share (in Dollars per share) | $ (0.03) | $ 0.02 | ||||||
Weighted average shares outstanding of non-redeemable ordinary shares (in Shares) | 3,903,500 | [2] | 3,000,000 | [3] | (2) | 3,903,500 | [2] | |
Basic and diluted net loss per ordinary share (in Dollars per share) | $ (0.03) | $ 0 | $ 0.02 | |||||
[1] | Includes an aggregate of up to 13,800,000 and 13,800,000 shares subject to possible redemption on December 31, 2020 and June 30, 2020, respectively. | |||||||
[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 6). |
Statements of Changes in Shareh
Statements of Changes in Shareholders’ Equity (Deficit) - USD ($) | Ordinary Shares | Retained earnings (Accumulated Deficit) | Total |
Balance at Aug. 09, 2018 | |||
Balance (in Shares) at Aug. 09, 2018 | |||
Ordinary shares issued to initial shareholders | $ 25,000 | 25,000 | |
Ordinary shares issued to initial shareholders (in Shares) | 3,450,000 | ||
Net income (loss) | (14,828) | (14,828) | |
Balance at Jun. 30, 2019 | $ 25,000 | (14,828) | 10,172 |
Balance (in Shares) at Jun. 30, 2019 | 3,450,000 | ||
Sales of 13,800,000 Private Warrants, net of underwriting discount and offering expenses | $ 666,501 | 666,501 | |
Sales of 350,000 Private Placement Units | $ 3,500,000 | 3,500,000 | |
Sales of 350,000 Private Placement Units (in Shares) | 350,000 | ||
Issuance of Representative Shares in connection with the sales of units | |||
Issuance of Representative Shares in connection with the sales of units (in Shares) | 103,000 | ||
Excess of cash received over fair value of private warrants | $ (353,200) | (353,200) | |
Net income (loss) | 351,774 | 351,774 | |
Balance at Jun. 30, 2020 | $ 3,838,301 | (5,052,838) | (1,214,537) |
Balance (in Shares) at Jun. 30, 2020 | 3,903,500 | ||
Accretion of ordinary shares to redemption value | (5,389,784) | (5,389,784) | |
Net income (loss) | (534,404) | (534,404) | |
Balance at Dec. 31, 2020 | $ 3,838,301 | $ (5,587,242) | $ (1,748,941) |
Balance (in Shares) at Dec. 31, 2020 | 3,903,500 |
Statements of Changes in Shar_2
Statements of Changes in Shareholders’ Equity (Deficit) (Parentheticals) | 12 Months Ended |
Jun. 30, 2020shares | |
Statement of Stockholders' Equity [Abstract] | |
Underwriting discount and offering expenses | 13,800,000 |
Private Placement Units | 350,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | |
Cash Flows from Operating Activities: | |||
Net income (loss) | $ (544,304) | $ (14,828) | $ (108,026) |
Change in fair value of derivative warrant liabilities | 49,500 | 659,072 | |
Interest earned on investments held in Trust Account | (7,000) | (826,973) | |
Changes in operating assets and liabilities | |||
Advance from related party | 113,598 | 50 | (20,050) |
Accrued expense | 22,331 | 38,356 | |
Prepaid expense | (202,485) | ||
Net cash (used in) provided by operating activities | (365,875) | (14,778) | (460,106) |
Investment of cash into Trust Account | (138,000,000) | ||
Net cash (used in) provided by financing activities | (138,000,000) | ||
Cash Flows from Financing Activities: | |||
Proceeds from promissory note payable - related party | 100,000 | ||
Repayment of promissory note payable - related party | (100,000) | ||
Proceeds from sale of ordinary shares to initial shareholders | 25,000 | ||
Proceeds from sale of 350,000 private placement units | 3,500,000 | ||
Proceeds from sale of 13,800,000 units, net of underwriting discount paid | 135,987,500 | ||
Offering cost | (62,500) | (580,755) | |
Net cash (used in) provided by financing activities | (62,500) | 138,806,745 | |
Net Change in Cash | (365,875) | 47,722 | 341,639 |
Cash -- Beginning of period | 389,361 | 47,722 | |
Cash - End of period | 23,486 | 47,722 | 389,361 |
Non-Cash Investing and Financing Activities | |||
Initial classification of ordinary shares subject to possible redemption | 138,000,000 | ||
Payment and advances of offering costs by related party | $ (494,810) | 25,000 | |
Deferred offering costs included in accrued offering costs | $ 10,000 | ||
Deferred underwriting commissions charged to equity | $ 402,500 |
Statements of Cash Flows (Paren
Statements of Cash Flows (Parentheticals) | 6 Months Ended |
Dec. 31, 2020USD ($) | |
Statement of Cash Flows [Abstract] | |
Sale of private placement units | $ 350,000 |
sale of underwriting discount | $ 13,800,000 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS 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 (“inception”). 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 EarlyBird Capital, Inc. (“EarlyBird”) (Note 7). 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 7). 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 6), 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). 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. As of September 30, 2021, the Company has deposited $2,760,000 into Trust Account and has gained two three months extension. The Company has, until November 24, 2021, to consummate a Business Combination (“Business Combination Date”), although the Company has filed a proxy statement on November 5, 2021, to hold a Company’s shareholders approval for extension to consummate a Business Combination before or by February 24, 2022 (See Note 2). 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, the Company 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 the Company, 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 the Company, with the Company 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 the Company 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 the Company, Ufin, Pubco and Seller as of the date of such agreement. The representations and warranties made by the Company, 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 the Company 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 the Company 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 6). 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 November 24, 2021, although the Company has filed a proxy statement to request the Company’s shareholders approval for extension to consummate a Business Combination before or by February 24, 2022, 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. On November 5, 2021, the Company extended the date by which the Company has to consummate a business combination from May 24, 2021 to August 24, 2021 (see Note 12, Subsequent Events), though it is not guaranteed the Company may consummate a business Combination by August 24, 2021. On November 5, 2021, the Company filed a proxy statement to call a shareholder meeting on the date of 24 th |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 6 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Extension of Business Combination to February 24, 2020 -- On November 5, 2021, the Company filed with SEC a proxy statement to hold a shareholders meeting on the date of 24 th Restatement of the Company’s Previously Issued Financial Statements -- The Company concluded it should restate its previously issued financial statements by amending its Annual Report on Form 10-KT, filed with SEC on June 9, 2021, for reporting date December 31, 2020, to classify its ordinary shares subject to possible redemption in temporary equity. In accordance with SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously considered redeemable shares as part of permanent equity to the extent that such shares would cause equity to be not less than $5,000,001. Previously, the Company did not consider redeemable ordinary shares as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. As a result, the Company restated its previously filed financial statements to present all redeemable ordinary shares as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. The Company’s previously filed financial statements that contained the error were initially reported in the Company’s Form 10-Q for the quarterly period ended March 31, 2020, ended September 30, 2020 and December 31, 2020 filed with SEC on May 13, 2020, November 16, 2020 and February 12, 2021, respectively, in the Company’s Annual Report on Form 10-K for the annual period ended June 30, 2020, filed with SEC on September 21, 2020 and in the Company’s Annual Report on Form 10-KT for the period of six months ended December 31, 2020, filed with SEC on June 9, 2021, and in the Company’s 8-K, Audited Balance Sheet, ended February 24, 2020, filed with SEC on February 28, 2020. These financial statements restate the Company’s previously issued audited and unaudited financial statements covering the periods through December 31, 2020. As a result, management recorded a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and ordinary shares. In connection with the change in presentation for the ordinary shares subject to redemption, the Company also restated its income (loss) per ordinary share calculation to allocated net income (loss) evenly to ordinary shares and non-redeemable ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary share pro rata in the income (loss) of the Company. There has been no change in the Company’s total assets, liabilities or operating results. The impact of the restatement on the Company’s financial statements is reflected in the following table. - February 24, 2020 Balance Sheet as of February 24, 2020 As Previously Adjustment As Restated Ordinary shares subject to possible redemption $ 133,416,830 $ (806,614 ) $ 132,610,216 Ordinary shares $ 5,024,915 $ 806,614 $ 5,831,529 Total Shareholders’ Equity (Deficit) $ 5,000,005 $ 806,614 $ 5,806,619 - March 31, 2020 Balance Sheet as of March 31, 2020 As Previously Reported in Adjustment As Restated Ordinary shares subject to possible redemption $ 134,114,950 $ 3,885,050 $ 138,000,000 Ordinary shares $ 4,326,795 $ 1,504734 $ 5,831,529 Retained earnings (Accumulated deficit) $ 673,212 $ (5,389,784 ) $ (4,716,572 ) Total Shareholders’ Equity (Deficit) $ 5,000,007 $ (3,885,055 ) $ 1,114,957 Statements of Operations for the three months ended March 31, 2020 As Previously Adjustment As Restated Basic and diluted net income (loss) per ordinary share – redeemable shares $ 0.06 $ 0.02 $ 0.08 Basic and diluted net income (loss) per ordinary share – non-redeemable shares $ (0.02 ) $ 0.10 $ 0.08 Statements of Operations for the nine months ended March 31, 2020 As Previously Adjustment As Restated Basic and diluted net income (loss) per ordinary share – redeemable shares $ 0.06 $ 0.07 $ 0.13 Basic and diluted net income (loss) per ordinary share – non-redeemable shares $ (0.03 ) $ 0.16 $ 0.13 - June 30, 2020 Balance Sheet as of June 30, 2020 As Previously On June 9, 2021 Adjustment As Restated Ordinary shares subject to possible redemption $ 131,785,460 $ 6,214,540 $ 138,000,000 Ordinary shares $ 4,663,057 $ (824,756 ) $ 3,838,301 Retained earnings (Accumulated deficit) $ 336,946 $ (5,389,784 ) $ (5,052,838 ) Total Shareholders’ Equity (Deficit) $ 5,000,003 $ (6,214,540 ) $ (1,214,537 ) Statements of Operations for the year ended June 30, 2020 As Previously On June 9, 2021 Adjustment As Restated Basic and diluted net income (loss) per ordinary share – redeemable shares $ 0.06 $ (0.04 ) $ 0.02 Basic and diluted net income (loss) per ordinary share – non-redeemable shares $ (0.12 ) $ 0.14 $ 0.02 - September 30, 2020 Balance Sheet as of September 30, 2020 As Previously Reported in Adjustment As Restated Ordinary shares subject to possible redemption $ 133,773,590 $ 4,226,410 $ 138,000,000 Ordinary shares $ 4,668,155 $ 1,163,374 $ 5,831,529 Retained earnings (Accumulated deficit) $ 331,850 $ (5,389,784 ) $ (5,057,934 ) Total Shareholders’ Equity (Deficit) $ 5,000,005 $ (4,226,410 ) $ 773,595 Statements of Operations for the three months ended September 30, 2020 As Previously Adjustment As Restated Basic and diluted net income (loss) per ordinary share – redeemable shares $ 0.00 $ (0.01 ) $ (0.01 ) Basic and diluted net income (loss) per ordinary share – non-redeemable shares $ (0.05 ) $ 0.04 $ (0.01 ) - December 31, 2020 Balance Sheet as of December 31, 2020 As Previously On June 9, 2021 Adjustment As Restated Ordinary shares subject to possible redemption $ 131,251,050 $ 6,748.950 $ 138,000,000 Ordinary shares $ 5,197,467 $ (1,359,166 ) $ 3,838,301 Accumulated deficit $ (197,458 ) $ (5,389,784 ) $ (5,587,242 ) Total Shareholders’ Equity (Deficit) $ 5,000,009 $ (6,748,950 ) $ (1,748,941 ) Statements of Operations for the six months ended December 31, 2020 As Previously On June 9, 2021 Adjustment As Restated Basic and diluted net income (loss) per ordinary share – redeemable shares $ 0.00 $ (0.03 ) $ (0.03 ) Basic and diluted net income (loss) per ordinary share – non-redeemable shares $ (0.14 ) $ 0.11 $ (0.03 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying 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 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 restated audited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated on consolidation. The accompanying restated audited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-KT for the year ended December 31, 2020 as filed with the SEC on June 9, 2021, which contains the audited financial statements and notes thereto. The Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting periods under ASC 480-10-S99. The Company’s financial statements as of December 31, 2020, and the unaudited interim financial statements as of February 24, March 31, June 30, and September 30, 2020 to correct the misstated previously issued audited and unaudited condensed financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and accompanying notes, as applicable. Note 2 - Restatement of Previously Issued Financial Statements further details the restatement of the Company’s previously issued financial statements for the periods mentioned (See Note 2). 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 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. For the period of this financial statements, the management exercised a significant judgment in estimating the fair value of its warrant liabilities. The actual results could differ significantly from those estimates including the estimate of the fair value of its warrant liabilities. 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, June 30, 2020, and June 30, 2019, 13,125,105 ordinary shares, 13,178,546 ordinary shares and -0- ordinary shares, respectively, subject to possible redemption were presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. The method would view the end of the reporting period as if it were also the redemption date for the security. At December 31, 2020, the ordinary shares reflected in the balance sheets is reconciled in the following table (See Note 2): Gross proceeds $ 138,000,000 Less: proceeds allocated to public warrants (690,000 ) Less: ordinary share issuance costs (4,699,784 ) Add: Accretion of carrying value to redemption value 5,389,784 Ordinary shares subject to possible redemption $ 138,000,000 Offering Costs Total offering costs amounted to $4,154,255, including fair value placed on the Representative’s Shares at $1,035,000, but excluding value placed Representative’s Warrants at $1,640,028 which is accounted for as warrant liabilities on the Company balance sheet. Of the total $4,154,255 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, 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. 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 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 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. 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 basic and diluted net income per ordinary share of $(0.03) (See Note 2). For the six months ended as of December 31, 2020, 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 basic and diluted loss per ordinary share of $(0.03) (See Note 2). Non-redeemable ordinary shares include the Founder Shares, Representative Shares, ordinary shares issued to underwriters as part of the underwriting compensation, and Private Placement Units, as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. 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. Financial Instruments The Company analyses all financial instruments with features of both liabilities and equity under FASB accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” and ASC Topic 815 “Derivatives and Hedging”. Pursuant to its IPO, the Company sold 13,800,000 Units (including underwriters’ full exercise over-allotment option 1,800,000 Unit) consisting with one ordinary share, one right (“Public Right”), and one warrant (“Public Warrant”) (see Note 4). Simultaneously with the closing of the IPO, the Company sold 350,000 Private Units (see Note 5), consisting with 350,000 ordinary shares, 350,000 warrants (“Private Warrant”) and 350,000 rights (“Private Right). As a compensation to IPO underwriters, the Company issued 690,000 Representative’s Warrants to the Company underwriters (see Note 7). The Company accounted for its Public Warrant, Public Right and Private Right as equity instruments. The Company accounted for Private Warrants and Representative Warrants as liability instruments. Fair Value of Financial Instruments 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. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities are recognized in the statement of operations as incurred. The Company sold 350,000 Private Warrants and issued 690,000 Representative Warrants in connection to its IPO (together “Warrant”) (see Note 5 and Note 7). All of the Company’s outstanding Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognize the Warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Other than the above, there are no other recently issued accounting standards which are applicable to the Company. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Dec. 31, 2020 | |
Regulated Operations [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 4. 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 8). |
Private Placement
Private Placement | 6 Months Ended |
Dec. 31, 2020 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 5. 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 6. 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 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 in full. 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 six months ended December 31, 2020, the Company paid the Service Party $60,000. 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, June 30, 2020 and June 30, 2019, 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. On November 5, 2021, the Company filed a proxy statement to hold a shareholders meeting on the 24 th |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7. 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 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 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. On 24 th |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 6 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE WARRANT LIABILITIES | NOTE 8. DERIVATIVE WARRANT LIABILITIES As of December 31, 2020, the Company had 350,000 Private Warrants outstanding and 690,000 Representative Warrants outstanding. The Private Warrants and Representative Warrants are recognized as warrant liabilities and subsequently measured at fair value. The Private Warrants will be identical to the Public Warrants (see Note 11) 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 Representative Warrants are different from Public and Private Warrants. The exercise price of Representative Warrants is $12 and is non-redeemable. Representative’s Warrants have been deemed compensation by FINRA and are subject to a lock-up period. The Company considered Representative Warrants as a liability because net cash settlement is assumed under ASC 815-40-25-14 as the Company is required to deliver registered shares to the purchasers of Representative Warrants. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 9. SHAREHOLDERS’ EQUITY Preferred Shares Ordinary Shares Rights Warrants (both Public and Private Warrants) The Public Warrant exercise 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 10. FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, franchise tax payable and notes payable to related party approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets. As noted in Note 9, the Company has concluded that its Private Warrants and Representative’s Warrants should be presented as liabilities with subsequent fair value remeasurement. Accordingly the fair value of the Private Warrants and Representative’s Warrants were classified from Level 1 measurement to Level 3 measurement. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and June 30, 2020 and indicates the fair value of held to maturity securities as follows. Level December 31, Description Assets: Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 138,833,973 Liabilities: Derivative Warrant Liability – Private Warrant 3 $ 466,300 Derivative Warrant Liability – Representative Warrant 3 $ 1,765,800 Level June 30, Description Assets: Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 138,826,973 Liabilities: Derivative Warrant Liability – Private Warrant 3 $ 457,900 Derivative Warrant Liability – Representative Warrant 3 $ 1,734,600 The fair value of the Private Warrants and Representative Warrants were estimated using Black-Scholes model for the six months ended December 31, 2020 and for the year ended June 30, respectively. The Company recognized a charge to the statement of operations resulting from an increase in the fair value of warrant liabilities of $39,600 and $199,272, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying statement of operations. The estimated fair value of the Private Warrants and Representative Warrants is determined using Level 3 inputs. Inherent in these valuations are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical and implied volatilities of select peer companies as well as its own that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs for the Company’s Private Warrants and Representative Warrants at their measurement dates: As of As of Volatility 39.83 % 38.82 % Stock price 10.06 9.86 Expected life of the warrants to convert 5.64 6.15 Risk free rate 0.54 % 0.51 % Dividend yield 0.0 % 0.0 % The change in the fair value of the derivative warrant liabilities for the period from February 9, 2018 (inception) through December 31, 2020 is summarized as follows: Derivative warrant liabilities at February 9, 2018 (inception) $ - Issuance of Private Warrants 353,200 Issuance of Representative Warrants 1,640,028 Change in fair value of derivative warrant liabilities 199,272 Derivative Warrant Liabilities at June 30, 2020 2,192,500 Change in fair value of derivative warrant liabilities 39,600 Derivative Warrant Liabilities at December 31, 2020 $ 2,232,100 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were available to be issued. Upon this review, the Company has identified the following subsequent events what would require proper disclosure in the financial statements. On February 15, 2021, the Company entered into a letter termination agreement with Ufin Holdings Limited, a Cayman Islands exempted company (“Ufin”), Ufin Tek Limited, a British Virgin Islands business company (“Ufin Pubco”), Ufin Mergerco Limited, a British Virgin Islands business company and a wholly-owned subsidiary of Pubco (“Ufin Merger Sub”), Xiaoma (Sherman) Lu, 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 business company and the sole holder of Ufin’s outstanding capital shares (the “Ufin Seller”, together with The Company, Ufin, Ufin Pubco, Ufin Merger Sub, Sherman Xiaoma Lu, Yingkui Liu and Ufin Seller, the “Ufin Parties”) for a proposed business combination, as previously disclosed in the Current Report on Form 8-K of The Company, on November 9, 2020, The Company entered into that certain Amended and Restated Business Combination Agreement (the “Ufin Agreement”). In accordance such letter agreement, upon execution and delivery of the letter agreement all of the rights and obligations of the Ufin Parties under the Ufin Agreement ceased (except for certain obligations related to publicity, confidentiality, fees and expenses, trust fund waiver, termination and general provisions) without any liability on the part of any party or any of their respective representatives. On February 16, 2021, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with Navy Sail International Limited, a British Virgin Islands company (“Navy Sail”), as Purchaser Representative, JHD Technologies Limited, a Cayman Islands company (“Pubco”), Yellow River MergerCo Limited, a British Virgin Islands company and a wholly-owned subsidiary of Pubco (“Merger Sub”), JHD Holdings (Cayman) Limited, a Cayman Islands company (“JHD”), Yellow River (Cayman) Limited, a Cayman Islands company (the “Primary Seller”), and each of the holders of JHD’s capital shares that become parties to the Business Combination Agreement after the date thereof by executing and delivering to the Purchaser, Pubco and JHD a joinder agreement (each individually, a “Seller”, and collectively with the Primary Seller, the “Sellers”), and, Double Ventures Holdings Limited, a British Virgin Islands business company, the Company’s sponsor, solely with respect to Sections 10.3 and Articles XII and XIII thereof, as applicable (the “Sponsor”). 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 the Company, with the Company continuing as the surviving entity (the “Merger”), as a result of which, (1) the Company shall become a wholly-owned subsidiary of Pubco and (ii) each issued and outstanding security of the Company immediately prior to the Effective Time (as defined in the Business Combination Agreement) shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco, and (b) Pubco will acquire all of the issued and outstanding capital shares of JHD from the Sellers in exchange for ordinary shares 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 Sellers for their shares of JHD, shall be an aggregate number of Pubco ordinary shares (the “Exchange Shares”) with an aggregate value equal to (the “Exchange Consideration”) (i) One Billion U.S. Dollars ($1,000,000,000), plus (ii) the aggregate amount cash of JHD and its direct and indirect subsidiaries as of the Closing date, minus (iii) the aggregate indebtedness of JHD and its direct and indirect subsidiaries, and minus (iv) the amount of any unpaid transaction expenses of JHD in excess of $10,000,000 in aggregate, with each Pubco ordinary share valued at an amount equal to the price at which each East Stone ordinary share shall be redeemed or converted pursuant to the redemption of shares (the “Redemption Price”). The issuances of Pubco ordinary shares in connection with the Share Exchange will be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon Section 4(a)(2) thereof because securities of Pubco will issued to a limited number of Sellers 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 Sellers 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 the Company and JHD (the “Escrow Agreement” ), pursuant to which Pubco shall cause to be delivered to the Escrow Agent a number of Exchange Shares (each valued at the Redemption Price) equal in value to ten percent (10%) of the Exchange Consideration otherwise issuable to the Sellers at the Closing (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Shares”) to be held, along with any other dividends, distributions or other income on the foregoing (the “Other Escrow Property”, together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed in accordance with the terms of the Business Combination Agreement and the Escrow Agreement. If and when earned, the Sellers shall be entitled to receive from Pubco, as additional consideration for the purchase of the Purchased Shares, the Earned Escrow Shares together with the Other Escrow Property. To the extent that the amount of the Earned Escrowed Shares is less than the number of Escrow Share Number (as such terms are defined below), then the amount of Escrow Shares equal to such difference will be forfeited by the Sellers and released to Pubco for cancellation along with any accrued but unpaid dividends payable in respect of such Escrow Shares. For the purposes of the calculating the Earned Earnout Shares, the following definitions shall apply: “ Earned Escrow Shares “ Earnout Target “ Earnout Year “ Escrow Share Number “ Revenue provided The obligations of the parties to consummate the Transactions are subject to various conditions, including the following mutual conditions of the parties unless waived: (i) the approval of the Business Combination Agreement and the Transactions and related matters by the requisite vote of the Company’s shareholders; (ii) expiration of any waiting period under applicable antitrust laws; (iii) no law or order preventing or prohibiting the Transactions; (iv) the Company 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;(v) the effectiveness of the Registration Statement; (vi) amendment by the shareholders of Pubco of Pubco’s memorandum and articles of association; (vii) receipt by JHD and the Company of evidence reasonably satisfactory to each such party that Pubco qualifies as a foreign private issuer; (viii) the election or appointment of members to Pubco’s post-closing board of directors designated by JHD and the Company; and (ix) the Pubco securities have been approved for listing on Nasdaq. In addition, unless waived by JHD, the obligations of JHD, Pubco, Merger Sub and the Sellers to consummate the Transactions are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of the Company being true and correct on and as of the Closing (subject to material adverse effect); (ii) the Company having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on or prior the date of the Closing; (iii) absence of any material adverse effect with respect to the Company since the date of the Business Combination Agreement which is continuing and uncured; (iv) receipt by JHD and Pubco of a Registration Rights Agreement, providing customary registration rights to the Seller with respect to the portion of the Exchange Shares delivered to the Seller at the Closing and any Earnout Escrow Shares that are released from escrow to the Sellers (the “Seller Registration Rights Agreement”); and (v) the Company having delivered to the Sellers and JHD, evidence that is reasonably satisfactory to the Seller Representative of the amount of cash and cash equivalents, including funds remaining in the trust account (after giving effect to the completion and payment of the Redemption) and the proceeds of any PIPE investment. Unless waived by the Company, the obligations of the Company to consummate the Transactions are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of JHD, Pubco and the Sellers being true and correct on and as of the Closing (subject to Material Adverse Effect); (ii) JHD, Pubco, Merger Sub and Seller having performed in all material respects the respective obligations and complied in all material respects with their respective covenants and agreements under the Business Combination Agreement required to be performed or complied with on or prior the date of the Closing; (iii) absence of any Material Adverse Effect with respect to JHD or Pubco since the date of the Business Combination Agreement which is continuing and uncured; (iv) receipt by the Company of the Founders Registration Rights Agreement Amendment, each executed by Pubco; (v) receipt by the Company of share certificates and other documents evidencing the transfer of the Purchased Shares to Pubco; and (vi) receipt by the Company of the evidence of the termination of any outstanding options, warrants or other convertible securities of JHD, without any consideration or liability therefor. The Parties agree that after taking into consideration the Redemption, the trust account proceeds and the gross proceeds of any private placement, the amount of cash available to the Company should amount to One Hundred and Ten Million Dollars ($110,000,000) or more at Closing. On February 23, 2021 and March 3, 2021, respectively, our Chief Financial Officer and one of the initial shareholders, Mr. Chunyi (Charlie) Hao, has loaned to the Company $200,000, 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 6). On May 20, 2021, the Company issued a press release (the “Press Release”) announcing that its sponsor, Double Venture Holdings Limited (the “Sponsor”), has requested that the Company extend the date by which the Company has to consummate a business combination from May 24, 2021 to August 24, 2021 (the “Extension”). The Extension is the first of up to two three-month extensions permitted under the Company’s governing documents. In connection with such Extension, the Sponsor has notified the Company that it intends to cause an aggregate of $1,380,000 to be deposited into the Company’s trust account on or before May 24, 2021. The Extension provides the Company with additional time to complete its proposed business combination with JHD Holdings (Cayman) Limited (“JHD”), an innovative merchant enablement platform serving lower-tier cities in China. On February 18, 2021, the Company and JHD announced the execution of a definitive business combination agreement. In accordance with the definitive business combination agreement executed between the Company and JHD, JHD agreed to loan to the Company a sum of $1,380,000 on the Sponsor’s behalf in order to support the Extension. Such loan will be non-interest bearing and will be payable upon the consummation of the proposed business combination. The transaction is expected to be completed by the first quarter of 2021, subject to, among other things, the approval of the transaction by the Company’s shareholders, satisfaction of the conditions stated in the definitive business combination agreement and other customary closing conditions, including that the U.S. Securities and Exchange Commission completes its review of the proxy statement/prospectus relating to the transaction, the receipt of certain regulatory approvals, and the approval by The Nasdaq Stock Market to list the securities of the combined company. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying 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 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 restated audited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated on consolidation. The accompanying restated audited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-KT for the year ended December 31, 2020 as filed with the SEC on June 9, 2021, which contains the audited financial statements and notes thereto. The Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting periods under ASC 480-10-S99. The Company’s financial statements as of December 31, 2020, and the unaudited interim financial statements as of February 24, March 31, June 30, and September 30, 2020 to correct the misstated previously issued audited and unaudited condensed financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and accompanying notes, as applicable. Note 2 - Restatement of Previously Issued Financial Statements further details the restatement of the Company’s previously issued financial statements for the periods mentioned (See Note 2). |
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 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. For the period of this financial statements, the management exercised a significant judgment in estimating the fair value of its warrant liabilities. The actual results could differ significantly from those estimates including the estimate of the fair value of its warrant liabilities. |
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, June 30, 2020, and June 30, 2019, 13,125,105 ordinary shares, 13,178,546 ordinary shares and -0- ordinary shares, respectively, subject to possible redemption were presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. The method would view the end of the reporting period as if it were also the redemption date for the security. At December 31, 2020, the ordinary shares reflected in the balance sheets is reconciled in the following table (See Note 2): Gross proceeds $ 138,000,000 Less: proceeds allocated to public warrants (690,000 ) Less: ordinary share issuance costs (4,699,784 ) Add: Accretion of carrying value to redemption value 5,389,784 Ordinary shares subject to possible redemption $ 138,000,000 |
Offering Costs | Offering Costs Total offering costs amounted to $4,154,255, including fair value placed on the Representative’s Shares at $1,035,000, but excluding value placed Representative’s Warrants at $1,640,028 which is accounted for as warrant liabilities on the Company balance sheet. Of the total $4,154,255 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, 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. 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 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 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. 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 basic and diluted net income per ordinary share of $(0.03) (See Note 2). For the six months ended as of December 31, 2020, 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 basic and diluted loss per ordinary share of $(0.03) (See Note 2). Non-redeemable ordinary shares include the Founder Shares, Representative Shares, ordinary shares issued to underwriters as part of the underwriting compensation, and Private Placement Units, as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. |
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. |
Financial Instruments | Financial Instruments The Company analyses all financial instruments with features of both liabilities and equity under FASB accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” and ASC Topic 815 “Derivatives and Hedging”. Pursuant to its IPO, the Company sold 13,800,000 Units (including underwriters’ full exercise over-allotment option 1,800,000 Unit) consisting with one ordinary share, one right (“Public Right”), and one warrant (“Public Warrant”) (see Note 4). Simultaneously with the closing of the IPO, the Company sold 350,000 Private Units (see Note 5), consisting with 350,000 ordinary shares, 350,000 warrants (“Private Warrant”) and 350,000 rights (“Private Right). As a compensation to IPO underwriters, the Company issued 690,000 Representative’s Warrants to the Company underwriters (see Note 7). The Company accounted for its Public Warrant, Public Right and Private Right as equity instruments. The Company accounted for Private Warrants and Representative Warrants as liability instruments. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities are recognized in the statement of operations as incurred. The Company sold 350,000 Private Warrants and issued 690,000 Representative Warrants in connection to its IPO (together “Warrant”) (see Note 5 and Note 7). All of the Company’s outstanding Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognize the Warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Other than the above, there are no other recently issued accounting standards which are applicable to the Company. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of impact of the revision on company’s balance sheet | Balance Sheet as of February 24, 2020 As Previously Adjustment As Restated Ordinary shares subject to possible redemption $ 133,416,830 $ (806,614 ) $ 132,610,216 Ordinary shares $ 5,024,915 $ 806,614 $ 5,831,529 Total Shareholders’ Equity (Deficit) $ 5,000,005 $ 806,614 $ 5,806,619 Balance Sheet as of March 31, 2020 As Previously Reported in Adjustment As Restated Ordinary shares subject to possible redemption $ 134,114,950 $ 3,885,050 $ 138,000,000 Ordinary shares $ 4,326,795 $ 1,504734 $ 5,831,529 Retained earnings (Accumulated deficit) $ 673,212 $ (5,389,784 ) $ (4,716,572 ) Total Shareholders’ Equity (Deficit) $ 5,000,007 $ (3,885,055 ) $ 1,114,957 Balance Sheet as of June 30, 2020 As Previously On June 9, 2021 Adjustment As Restated Ordinary shares subject to possible redemption $ 131,785,460 $ 6,214,540 $ 138,000,000 Ordinary shares $ 4,663,057 $ (824,756 ) $ 3,838,301 Retained earnings (Accumulated deficit) $ 336,946 $ (5,389,784 ) $ (5,052,838 ) Total Shareholders’ Equity (Deficit) $ 5,000,003 $ (6,214,540 ) $ (1,214,537 ) Balance Sheet as of September 30, 2020 As Previously Reported in Adjustment As Restated Ordinary shares subject to possible redemption $ 133,773,590 $ 4,226,410 $ 138,000,000 Ordinary shares $ 4,668,155 $ 1,163,374 $ 5,831,529 Retained earnings (Accumulated deficit) $ 331,850 $ (5,389,784 ) $ (5,057,934 ) Total Shareholders’ Equity (Deficit) $ 5,000,005 $ (4,226,410 ) $ 773,595 Balance Sheet as of December 31, 2020 As Previously On June 9, 2021 Adjustment As Restated Ordinary shares subject to possible redemption $ 131,251,050 $ 6,748.950 $ 138,000,000 Ordinary shares $ 5,197,467 $ (1,359,166 ) $ 3,838,301 Accumulated deficit $ (197,458 ) $ (5,389,784 ) $ (5,587,242 ) Total Shareholders’ Equity (Deficit) $ 5,000,009 $ (6,748,950 ) $ (1,748,941 ) |
Schedule of impact of the revision on company’s statement of operations | Statements of Operations for the three months ended March 31, 2020 As Previously Adjustment As Restated Basic and diluted net income (loss) per ordinary share – redeemable shares $ 0.06 $ 0.02 $ 0.08 Basic and diluted net income (loss) per ordinary share – non-redeemable shares $ (0.02 ) $ 0.10 $ 0.08 Statements of Operations for the nine months ended March 31, 2020 As Previously Adjustment As Restated Basic and diluted net income (loss) per ordinary share – redeemable shares $ 0.06 $ 0.07 $ 0.13 Basic and diluted net income (loss) per ordinary share – non-redeemable shares $ (0.03 ) $ 0.16 $ 0.13 Statements of Operations for the year ended June 30, 2020 As Previously On June 9, 2021 Adjustment As Restated Basic and diluted net income (loss) per ordinary share – redeemable shares $ 0.06 $ (0.04 ) $ 0.02 Basic and diluted net income (loss) per ordinary share – non-redeemable shares $ (0.12 ) $ 0.14 $ 0.02 Statements of Operations for the three months ended September 30, 2020 As Previously Adjustment As Restated Basic and diluted net income (loss) per ordinary share – redeemable shares $ 0.00 $ (0.01 ) $ (0.01 ) Basic and diluted net income (loss) per ordinary share – non-redeemable shares $ (0.05 ) $ 0.04 $ (0.01 ) Statements of Operations for the six months ended December 31, 2020 As Previously On June 9, 2021 Adjustment As Restated Basic and diluted net income (loss) per ordinary share – redeemable shares $ 0.00 $ (0.03 ) $ (0.03 ) Basic and diluted net income (loss) per ordinary share – non-redeemable shares $ (0.14 ) $ 0.11 $ (0.03 ) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of recognizes changes in redemption value | Gross proceeds $ 138,000,000 Less: proceeds allocated to public warrants (690,000 ) Less: ordinary share issuance costs (4,699,784 ) Add: Accretion of carrying value to redemption value 5,389,784 Ordinary shares subject to possible redemption $ 138,000,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities measured at fair value on recurring basis | Level December 31, Description Assets: Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 138,833,973 Liabilities: Derivative Warrant Liability – Private Warrant 3 $ 466,300 Derivative Warrant Liability – Representative Warrant 3 $ 1,765,800 Level June 30, Description Assets: Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 138,826,973 Liabilities: Derivative Warrant Liability – Private Warrant 3 $ 457,900 Derivative Warrant Liability – Representative Warrant 3 $ 1,734,600 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | As of As of Volatility 39.83 % 38.82 % Stock price 10.06 9.86 Expected life of the warrants to convert 5.64 6.15 Risk free rate 0.54 % 0.51 % Dividend yield 0.0 % 0.0 % |
Schedule of change in the fair value of the derivative warrant liabilities | Derivative warrant liabilities at February 9, 2018 (inception) $ - Issuance of Private Warrants 353,200 Issuance of Representative Warrants 1,640,028 Change in fair value of derivative warrant liabilities 199,272 Derivative Warrant Liabilities at June 30, 2020 2,192,500 Change in fair value of derivative warrant liabilities 39,600 Derivative Warrant Liabilities at December 31, 2020 $ 2,232,100 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |
Feb. 24, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | |
Description of Organization and Business Operations (Details) [Line Items] | |||
Gross proceeds | $ 3,500,000 | ||
Share price | $ 10 | ||
Aggregate exercise price | $ 690,000 | ||
Trust account, description | 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. | ||
Fair market value, percentage | 80.00% | ||
Net tangible assets | $ 5,000,001 | ||
Percentage of public shares | 100.00% | ||
Liquidation expenses | $ 50,000 | ||
Distribution, 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”). 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. | ||
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 agreement description | 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 the Company 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. | ||
Earnout 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. | ||
Proceeds from trust account | $ (30,000,000) | ||
Operating bank account | 23,486 | ||
Cash and marketable securities | $ 138,833,973 | ||
Private units price per share | $ 10 | ||
Subsequent Event [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Deposited Trust Account | $ 2,760,000 | ||
Business Combination [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Business combination outstanding voting securities percentage | 50.00% | ||
Business combination, description | The Sponsor and the other initial shareholders (collectively, “initial shareholders”) have agreed (A) to vote their Founder Shares (as defined in Note 6), 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). 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. | ||
I-Bankers [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Sale of units | 75,000 | ||
Warrant [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Share price | $ 10 | ||
Warrants issued | 690,000 | ||
Warrant exercise price | $ 12 | ||
Aggregate exercise price | $ 8,280,000 | ||
Private units price per share | $ 18 | ||
Warrant [Member] | I-Bankers [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Aggregate exercise price | $ 601,500 | ||
Warrant [Member] | EarlyBirdCapital, Inc [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Aggregate exercise price | $ 88,500 | ||
IPO [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Sale of units | 13,800,000 | ||
Gross proceeds | $ 138,000,000 | ||
Public Shares [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Sale of units | 1,800,000 | ||
Private Placement [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Sale of units | 350,000 | ||
Gross proceeds | $ 3,500,000 | ||
Share price | $ 10 | ||
Private units price per share | $ 11.50 | ||
Private Placement [Member] | Double Ventures Holdings Limited [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Sale of units | 167,000 | ||
Private Placement [Member] | Hua Mao [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Sale of units | 108,000 | ||
Private Placement [Member] | Cheng Zhao [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Sale of units | 108,000 | ||
Representatives Shares [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Shares issued | 103,500 | ||
Representatives Shares [Member] | I-Bankers [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Shares issued | 90,562 | ||
Representatives Shares [Member] | EarlyBirdCapital, Inc [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Shares issued | 12,938 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) | 6 Months Ended |
Dec. 31, 2020USD ($)shares | |
Condensed Financial Information Disclosure [Abstract] | |
Aggreagate of ordinary shares | shares | 10,534,895 |
Aggregate of trust account | $ | $ 108,100,000 |
Aggregate of per share price | shares | 10.26 |
Intangible assets | $ | $ 5,000,001 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of impact of the revision on company’s balance sheet - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Feb. 24, 2020 |
As Previously Reported [Member] | |||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Ordinary shares subject to possible redemption | $ 131,251,050 | $ 133,773,590 | $ 131,785,460 | $ 134,114,950 | $ 133,416,830 |
Ordinary shares | 5,197,467 | 4,668,155 | 4,663,057 | 4,326,795 | 5,024,915 |
Retained earnings (Accumulated deficit) | (197,458) | 331,850 | 336,946 | 673,212 | |
Total Shareholders’ Equity (Deficit) | 5,000,009 | 5,000,005 | 5,000,003 | 5,000,007 | 5,000,005 |
Adjustment [Member] | |||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Ordinary shares subject to possible redemption | 6,748.950 | 4,226,410 | 6,214,540 | 3,885,050 | (806,614) |
Ordinary shares | (1,359,166) | 1,163,374 | (824,756) | 1,504,734 | 806,614 |
Retained earnings (Accumulated deficit) | (5,389,784) | (5,389,784) | (5,389,784) | (5,389,784) | |
Total Shareholders’ Equity (Deficit) | (6,748,950) | (4,226,410) | (6,214,540) | (3,885,055) | 806,614 |
As Restated [Member] | |||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Ordinary shares subject to possible redemption | 138,000,000 | 138,000,000 | 138,000,000 | 138,000,000 | 132,610,216 |
Ordinary shares | 3,838,301 | 5,831,529 | 3,838,301 | 5,831,529 | 5,831,529 |
Retained earnings (Accumulated deficit) | (5,587,242) | (5,057,934) | (5,052,838) | (4,716,572) | |
Total Shareholders’ Equity (Deficit) | $ (1,748,941) | $ 773,595 | $ (1,214,537) | $ 1,114,957 | $ 5,806,619 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements (Details) - Schedule of impact of the revision on company’s statement of operations - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | |
As Previously Reported [Member] | |||||
Condensed Income Statements, Captions [Line Items] | |||||
Basic and diluted net income (loss) per ordinary share – redeemable shares | $ 0 | $ 0 | $ 0.06 | $ 0.06 | $ 0.06 |
Basic and diluted net loss per ordinary share – non-redeemable shares | (0.14) | (0.05) | (0.02) | (0.03) | (0.12) |
Adjustment [Member] | |||||
Condensed Income Statements, Captions [Line Items] | |||||
Basic and diluted net income (loss) per ordinary share – redeemable shares | (0.03) | (0.01) | 0.02 | 0.07 | (0.04) |
Basic and diluted net loss per ordinary share – non-redeemable shares | 0.11 | 0.04 | 0.10 | 0.16 | 0.14 |
As Restated [Member] | |||||
Condensed Income Statements, Captions [Line Items] | |||||
Basic and diluted net income (loss) per ordinary share – redeemable shares | (0.03) | (0.01) | 0.08 | 0.13 | 0.02 |
Basic and diluted net loss per ordinary share – non-redeemable shares | $ (0.03) | $ (0.01) | $ 0.08 | $ 0.13 | $ 0.02 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 6 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Ordinary shares subject to possible redemption | 13,125,105 | 13,178,546 |
Offering costs | $ 4,154,255 | |
Fair value of the representative's shares | 1,035,000 | |
Fair value of the representative's warrants | 1,640,028 | |
Transaction cost | 4,154,255 | |
Cash transaction cost | 3,083,255 | |
Underwriting fees | 2,415,000 | |
Deferred underwriting fees | 402,500 | |
Other offering costs | $ 668,255 | |
Aggregate of purchased shares | 6,900,000 | |
Ordinary shares aggregate | 7,075,000 | |
Weighted average number of redeemable ordinary shares outstanding | 13,800,000 | |
Basic and diluted net income per ordinary share | $ (0.03) | |
Weighted average number non-redeemable shares outstanding | 3,903,500 | |
Basic and diluted per ordinary share | $ (0.03) | |
Federal depository insurance | $ 250,000 | |
Description of financial instruments | the Company sold 13,800,000 Units (including underwriters’ full exercise over-allotment option 1,800,000 Unit) consisting with one ordinary share, one right (“Public Right”), and one warrant (“Public Warrant”) (see Note 4). Simultaneously with the closing of the IPO, the Company sold 350,000 Private Units (see Note 5), consisting with 350,000 ordinary shares, 350,000 warrants (“Private Warrant”) and 350,000 rights (“Private Right). As a compensation to IPO underwriters, the Company issued 690,000 Representative’s Warrants to the Company underwriters (see Note 7). The Company accounted for its Public Warrant, Public Right and Private Right as equity instruments. The Company accounted for Private Warrants and Representative Warrants as liability instruments. | |
Private Warrants [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Number of purchased shares | 350,000 | |
Representative Warrants [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Number of purchased shares | 690,000 | |
Private Placement [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Number of shares | 175,000 | |
Description of financial instruments | 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 $11.50 per full share. | |
Number of purchased shares | 350,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of recognizes changes in redemption value | 6 Months Ended |
Dec. 31, 2020USD ($) | |
Schedule of recognizes changes in redemption value [Abstract] | |
Gross proceeds | $ 138,000,000 |
Less: proceeds allocated to public warrants | (690,000) |
Less: ordinary share issuance costs | (4,699,784) |
Add: Accretion of carrying value to redemption value | 5,389,784 |
Ordinary shares subject to possible redemption | $ 138,000,000 |
Initial Public Offering (Detail
Initial Public Offering (Details) | 6 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Initial Public Offering (Details) [Line Items] | |
Price per share (in Dollars per share) | $ / shares | $ 10 |
Warrant description | 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 8). |
Over-Allotment Option [Member] | |
Initial Public Offering (Details) [Line Items] | |
Sale of units | shares | 13,800,000 |
Price per share (in Dollars per share) | $ / shares | $ 10 |
Underwriters [Member] | Over-Allotment Option [Member] | |
Initial Public Offering (Details) [Line Items] | |
Sale of units | shares | 1,800,000 |
Private Placement (Details)
Private Placement (Details) | 6 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Private Placement (Details) [Line Items] | |
Aggregate purchase price | $ | $ 350,000 |
Aggregate purchase price | $ | $ 3,500,000 |
Private placement, description | the Company sold 13,800,000 Units (including underwriters’ full exercise over-allotment option 1,800,000 Unit) consisting with one ordinary share, one right (“Public Right”), and one warrant (“Public Warrant”) (see Note 4). Simultaneously with the closing of the IPO, the Company sold 350,000 Private Units (see Note 5), consisting with 350,000 ordinary shares, 350,000 warrants (“Private Warrant”) and 350,000 rights (“Private Right). As a compensation to IPO underwriters, the Company issued 690,000 Representative’s Warrants to the Company underwriters (see Note 7). The Company accounted for its Public Warrant, Public Right and Private Right as equity instruments. The Company accounted for Private Warrants and Representative Warrants as liability instruments. |
Exercise price | $ / shares | $ 10 |
Private Placement [Member] | |
Private Placement (Details) [Line Items] | |
Purchased shares | shares | 350,000 |
Aggregate purchase price | $ | $ 3,500,000 |
Private placement, 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. 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. |
Exercise price | $ / shares | $ 11.50 |
Sponsor [Member] | |
Private Placement (Details) [Line Items] | |
Purchased shares | shares | 275,000 |
I-Bankers [Member] | |
Private Placement (Details) [Line Items] | |
Purchased shares | shares | 75,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 6 Months Ended |
Oct. 31, 2018 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Ordinary shares issued (in Shares) | 1,437,500 | |
Aggregate purchase price | $ 25,000 | |
Price per share (in Dollars per share) | $ 0.017 | |
Dividends description | 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 financial statements. | |
Founder shares 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. | |
Exemptions of founder shares, description | 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. | |
Loan amount | $ 300,000 | |
Total outstanding amount | $ 182,500 | |
Administrative support arrangement, description | 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. | |
Working capital loan | $ 30,000 | |
Capital loan | 6 | |
Paid to service party | $ 60,000 | |
Per share price (in Dollars per share) | $ 10 | |
Related party extension loans, description | 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 $2,760,000 for a total of two extensions. Any such payments would be made in the form of a loan. The terms of the loan in connection with the loan have not yet been negotiated. If the Company completes a Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 6 Months Ended |
Feb. 24, 2020 | Dec. 31, 2020 | |
Commitments and Contingencies (Details) [Line Items] | ||
Business combination marketing agreement, description | 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 fees (in Dollars) | $ 402,500 | |
Share price per share | $ 10 | |
Fair value of ordinary shares (in Shares) | 1,035,000 | |
Representatives Shares [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Aggregate of issued shares (in Shares) | 103,500 | |
Share price per share | $ 10 | |
Fair value amount (in Dollars) | $ 103,500 | |
Representatives Warrants [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Share price per share | $ 10 | |
Fair value amount (in Dollars) | $ 1,640,028 | |
Warrants shares (in Shares) | 690,000 | |
Share price | $ 12 | |
Warrant term | 5 years | |
Fair value per warrant | $ 2.38 | |
Expected volatility | 31.50% | |
Risk-free interest rate | 1.536% | |
Strike price | $ 12 | |
Expected life | 5 years |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) | Dec. 31, 2020$ / sharesshares |
Private [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Warrants outstanding | 350,000 |
Representative Warrants [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Warrants outstanding | 690,000 |
Price per warrant (in Dollars per share) | $ / shares | $ 12 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2020 | |
Shareholders' Equity (Details) [Line Items] | ||
Preferred shares description | The Company is authorized to issue an unlimited number of preferred shares, no par value, divided into five classes, Class A through Class E, each with such designation, rights and preferences as may be determined by a resolution of the Company’s board of directors to amend the Amended and Restated Memorandum and Articles of Association to create such designations, rights and preferences. The Company has five classes of preferred shares to give the Company flexibility as to the terms on which each Class is issued. All shares of a single class must be issued with the same rights and obligations. Accordingly, starting with five classes of preferred shares will allow the Company to issue shares at different times on different terms | |
Ordinary shares description | The Company is authorized to issue an unlimited number of ordinary shares, no par value. Holders of the Company’s ordinary shares are entitled to one vote for each share. | |
Ordinary shares subject to redemption | 13,800,000 | 13,800,000 |
Ordinary shares issued and outstanding | 3,903,500 | 3,903,500 |
Warrant description | Rights — 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. | |
Description of warrant exercise price adjusted. | 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. | |
Ordinary shares exceeds per share | $ 10 | |
Warrant [Member] | ||
Shareholders' Equity (Details) [Line Items] | ||
Price per warrant | 0.01 | |
Ordinary shares exceeds per share | $ 18 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | ||
Fair value of warrant liabilities | $ 39,600 | $ 199,272 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of assets and liabilities measured at fair value on recurring basis - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2020 | |
Level 1 [Member] | ||
Assets: | ||
Trust Account – U.S. Treasury Securities Money Market Fund | $ 138,833,973 | $ 138,826,973 |
Level 3 [Member] | ||
Liabilities: | ||
Derivative Warrant Liability – Private Warrant | 466,300 | 457,900 |
Derivative Warrant Liability – Representative Warrant | $ 1,765,800 | $ 1,734,600 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements inputs - $ / shares | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2020 | |
Schedule of quantitative information regarding Level 3 fair value measurements inputs [Abstract] | ||
Volatility | 39.83% | 38.82% |
Stock price (in Dollars per share) | $ 10.06 | $ 9.86 |
Expected life of the warrants to convert | 5 years 233 days | 6 years 54 days |
Risk free rate | 0.54% | 0.51% |
Dividend yield | 0.00% | 0.00% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of change in the fair value of the derivative warrant liabilities - USD ($) | 6 Months Ended | 29 Months Ended |
Dec. 31, 2020 | Jun. 30, 2020 | |
Schedule of change in the fair value of the derivative warrant liabilities [Abstract] | ||
Derivative Warrant Liabilities begining of the period | $ 2,192,500 | |
Issuance of Private Warrants | 353,200 | |
Issuance of Representative Warrants | 1,640,028 | |
Change in fair value of derivative warrant liabilities | 39,600 | 199,272 |
Derivative Warrant Liabilities ending of the period | $ 2,192,500 | |
Derivative Warrant Liabilities ending of the period | $ 2,232,100 |
Subsequent Events (Details)
Subsequent Events (Details) | 6 Months Ended |
Dec. 31, 2020USD ($)$ / shares | |
Subsequent Events [Abstract] | |
Exchange consideration description | The total consideration to be paid by Pubco to the Sellers for their shares of JHD, shall be an aggregate number of Pubco ordinary shares (the “Exchange Shares”) with an aggregate value equal to (the “Exchange Consideration”) (i) One Billion U.S. Dollars ($1,000,000,000), plus (ii) the aggregate amount cash of JHD and its direct and indirect subsidiaries as of the Closing date, minus (iii) the aggregate indebtedness of JHD and its direct and indirect subsidiaries, and minus (iv) the amount of any unpaid transaction expenses of JHD in excess of $10,000,000 in aggregate, with each Pubco ordinary share valued at an amount equal to the price at which each East Stone ordinary share shall be redeemed or converted pursuant to the redemption of shares (the “Redemption Price”). |
Subsequent event description | 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 the Company and JHD (the “Escrow Agreement” ), pursuant to which Pubco shall cause to be delivered to the Escrow Agent a number of Exchange Shares (each valued at the Redemption Price) equal in value to ten percent (10%) of the Exchange Consideration otherwise issuable to the Sellers at the Closing (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Shares”) to be held, along with any other dividends, distributions or other income on the foregoing (the “Other Escrow Property”, together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed in accordance with the terms of the Business Combination Agreement and the Escrow Agreement. |
Earnout target amount | $ (140,000,000) |
Consummate transaction description | The obligations of the parties to consummate the Transactions are subject to various conditions, including the following mutual conditions of the parties unless waived: (i) the approval of the Business Combination Agreement and the Transactions and related matters by the requisite vote of the Company’s shareholders; (ii) expiration of any waiting period under applicable antitrust laws; (iii) no law or order preventing or prohibiting the Transactions; (iv) the Company 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;(v) the effectiveness of the Registration Statement; (vi) amendment by the shareholders of Pubco of Pubco’s memorandum and articles of association; (vii) receipt by JHD and the Company of evidence reasonably satisfactory to each such party that Pubco qualifies as a foreign private issuer; (viii) the election or appointment of members to Pubco’s post-closing board of directors designated by JHD and the Company; and (ix) the Pubco securities have been approved for listing on Nasdaq. |
Forfeiture replacement shares, description | the Company, the obligations of the Company to consummate the Transactions are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of JHD, Pubco and the Sellers being true and correct on and as of the Closing (subject to Material Adverse Effect); (ii) JHD, Pubco, Merger Sub and Seller having performed in all material respects the respective obligations and complied in all material respects with their respective covenants and agreements under the Business Combination Agreement required to be performed or complied with on or prior the date of the Closing; (iii) absence of any Material Adverse Effect with respect to JHD or Pubco since the date of the Business Combination Agreement which is continuing and uncured; (iv) receipt by the Company of the Founders Registration Rights Agreement Amendment, each executed by Pubco; (v) receipt by the Company of share certificates and other documents evidencing the transfer of the Purchased Shares to Pubco; and (vi) receipt by the Company of the evidence of the termination of any outstanding options, warrants or other convertible securities of JHD, without any consideration or liability therefor. |
Gross proceeds | $ (110,000,000) |
Working capital loan | $ 200,000 |
Private unit per share | $ / shares | $ 10 |
Deposit amount | $ 1,380,000 |