MicroAlgo (MLGO) 10-Q 17 May 21 2021 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2021	May 12, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2021
Entity File Number	001-40024
Entity Registrant Name	Venus Acquisition Corp
Entity Incorporation, State or Country Code	KY
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	477 Madison Avenue, 6th Floor,
Entity Address, City or Town	New York
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	212
Local Phone Number	786-7429
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		6,050,000
Entity Central Index Key	0001800392
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Amendment Flag	false
Ordinary shares
Document Information [Line Items]
Title of 12(b) Security	Ordinary shares, Par Value $.001 Per Share
Trading Symbol	VENA
Security Exchange Name	NASDAQ
Warrants to Receive one-half (1/2) of an Ordinary Share
Document Information [Line Items]
Title of 12(b) Security	Warrants to Receive one-half (1/2) of an Ordinary Share
Trading Symbol	VENAW
Security Exchange Name	NASDAQ
Rights to Receive one tenth (1/10) of an Ordinary Share
Document Information [Line Items]
Title of 12(b) Security	Rights to Receive one tenth (1/10) of an Ordinary Share
Trading Symbol	VENAR
Security Exchange Name	NASDAQ
Units, each consisting of one Ordinary Share, one Warrant, and one Right
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Ordinary Share, oneWarrant, and one Right
Trading Symbol	VENAU
Security Exchange Name	NASDAQ

CONDENSED BALANCE SHEET

CONDENSED BALANCE SHEET - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 211,814	$ 239
Prepayments	92,432
Total current assets	304,246	239
Security and rental deposit	7,831	3,303
Deferred offering costs		188,001
Cash and investments held in trust account	46,460,382
TOTAL ASSETS	46,772,459	191,543
Current liabilities:
Accrued expenses	17,136	39,972
Advance from a related party		26,750
Promissory note - related party		228,483
Total current liabilities	17,136	295,205
Deferred underwriting compensation	1,150,000
Warrant liabilities	6,450,000
TOTAL LIABILITIES	7,617,136	295,205
Commitments and contingencies
Ordinary shares, subject to possible redemption, 3,381,687 shares at $10.10 per share	34,155,320
Shareholders' equity (deficit):
Preferred shares, $0.001 par value; 1,000,000 shares authorized; no share issued
Ordinary shares, $0.001 par value; 100,000,000 shares authorized; 2,668,313 and 1,150,000 shares issued and outstanding (excluding 3,381,687 and no shares subject to redemption)	2,668	1,150
Additional paid-in capital	5,234,328	23,850
Accumulated deficit	(236,985)	(128,662)
Total shareholders' equity (deficit)	5,000,003	(103,662)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)	$ 46,772,459	$ 191,543

CONDENSED BALANCE SHEET (Parent

CONDENSED BALANCE SHEET (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Preferred stock, par value, (per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Ordinary shares, par value, (per share)	$ 0.001	$ 0.001
Ordinary shares, shares authorized	100,000,000	100,000,000
Ordinary shares, shares issued	2,668,313	1,150,000
Ordinary shares, shares outstanding	2,668,313	1,150,000
Temporary equity, shares outstanding	3,381,687	0
Temporary Equity, Par or Stated Value Per Share	$ 10.10	$ 10.10
Purchase price, per unit	$ 10.10

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
CONDENSED STATEMENTS OF OPERATIONS
Formation, general and administrative expenses	$ (78,705)	$ (7,355)
Total operating expenses	(78,705)	(7,355)
Other income (expense)
Interest income	382
Change in fair value of warrant liabilities	(30,000)
Total other expense, net	(29,618)
Loss before income taxes	(108,323)	(7,355)
NET LOSS	$ (108,323)	$ (7,355)
Basic and diluted weighted average shares outstanding	3,073,566	1,150,000
Basic and diluted net loss per share	$ (0.03)	$ (0.01)

CONDENSED STATEMENT OF CHANGES

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($)	Ordinary shares	Additional paid-in capital	Accumulated deficit	Total
Balance at the beginning at Dec. 31, 2019	$ 1,150	$ 23,850	$ (10,875)	$ 14,125
Balance at the beginning (in shares) at Dec. 31, 2019	1,150,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss for the period			(7,355)	(7,355)
Balance at the end at Mar. 31, 2020	$ 1,150	24,885	(18,230)	(6,770)
Balance at the end (in shares) at Mar. 31, 2020	1,150,000
Balance at the beginning at Dec. 31, 2020	$ 1,150	23,850	(128,662)	(103,662)
Balance at the beginning (in shares) at Dec. 31, 2020	1,150,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of units in initial public offering	$ 4,600	39,955,400	0	39,960,000
Sale of units in initial public offering (shares)	4,600,000
Sale of units to the founder in private placement	$ 225	1,869,775	0	1,870,000
Sale of units to the founder in private placement (in shares)	225,000
Sales of representative shares	$ 75		0	75
Sales of representative shares (in shares)	75,000
Offering costs		(2,462,767)	0	$ (2,462,767)
Initial classification of ordinary shares subject to possible redemption	$ (3,394)		0
Initial classification of ordinary shares subject to possible redemption (in shares)				(3,394,178)
Warrant Liabilities		(34,277,804)		$ (34,281,198)
Change in fair value of ordinary shares subject to possible redemption	$ 12	125,866	0	125,878
Change in fair value of ordinary shares subject to possible redemption (in shares)	12,491
Net loss for the period			(108,323)	(108,323)
Balance at the end at Mar. 31, 2021	$ 2,668	$ 5,234,320	$ (236,985)	$ 5,000,003
Balance at the end (in shares) at Mar. 31, 2021	2,668,313

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash flow from operating activities
Net loss	$ (108,323)	$ (7,355)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest income earned in cash and investments held in trust account	(382)
Change in fair value of warrant liabilities	30,000
Changes in operating assets and liabilities:
Increase in prepayments	(92,432)
Increase in security deposit and rental deposit	(4,528)
(Decrease) increase in accrued expenses	(22,837)	367
Cash used in operating activities	(198,502)	(6,988)
Cash flows from investing activities
Proceeds deposited in trust account	(46,460,000)
Net cash used in investing activities	(46,460,000)
Cash flows from financing activities
Proceeds from sale of representative share	75
Proceeds from public offering	46,000,000
Proceeds from private placements to related party	2,250,000
Payment of offering costs	(1,124,767)	(63,283)
Repayment of advance from a related party	(26,750)
Repayment of promissory note - related party	(228,483)
Net cash provided by (used in )financing activities	46,870,075	(63,283)
NET CHANGE IN CASH	211,575	(70,271)
Cash, beginning of period	239	428,307
Cash, end of period	211,814	$ 358,036
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Initial classification of ordinary shares subject to possible redemption	34,281,198
Changes in value of ordinary shares subject to possible redemption	125,878
Deferred underwriting fee payable	$ 1,150,000

ORGANIZATION AND BUSINESS BACKG

ORGANIZATION AND BUSINESS BACKGROUND	3 Months Ended
	Mar. 31, 2021
ORGANIZATION AND BUSINESS BACKGROUND
ORGANIZATION AND BUSINESS BACKGROUND	NOTE 1 - ORGANIZATION AND BUSINESS BACKGROUND ​ Venus Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on May 14, 2018. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“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 that have a connection to the Asian market. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. At March 31, 2021, the Company had not yet commenced any operations. All activity through March 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering became effective on February 8, 2021. On February 11, 2021, the Company consummated the Initial Public Offering of 4,600,000 units (the “Public Units”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 600,000 Public Units, at $10.00 per Public Unit, generating gross proceeds of $46,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of, 225,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to Yolanda Management Corporation (the “Sponsor”), generating gross proceeds of $2,250,000, which is described in Note 5. Transaction costs amounted to $2,462,765, consisting of $805,000 of underwriting fees, $1,150,000 of deferred underwriting fees and $507,765 of other offering costs. Following the closing of the Initial Public Offering on February 11, 2021, the aggregate amount of $46,460,000 ($10.10 per Public Unit) was placed in a trust account (the “Trust account”) with Wilmington Trust, National Association acting as trustee. The funds held in the Trust account can be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below, except that interest earned on the Trust Account can be released to the Company to pay its tax obligations. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one Business Combination or (ii) by means of a tender offer. In connection with an Initial Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.10 per Public Share, subject to increase of up to an additional $0.30 per Public Share in the event that the Sponsor elects to extend the period of time to consummate a Business Combination (see below), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 10). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s rights or warrants. The ordinary shares will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity The Company will have until February 11, 2022 to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination within 12 months, the Company may extend the period of time to consummate a Business Combination up to nine times, each by an additional month (for a total of 21 months to complete a Business Combination (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $153,333 (approximately $0.033 per Public Share), up to an aggregate of $1,380,000, or $0.30 per Public Share, on or prior to the date of the applicable deadline, for each one month extension. Any funds which may be provided to extend the time frame will be in the form of a loan to us from our sponsor. The terms of any such loan have not been definitely negotiated, provided, however, any loan will be interest free and will be repayable only if we compete a business combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $50,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below (i) $10.10 per share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. ​

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for these periods. Operating results for the interim period ended March 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis, and the financial statements and notes thereto included in the Company’s Form S-1 for the fiscal year ended December 31, 2020, filed with the SEC on March 29, 2021. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial 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 period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. Cash and Investments Held in Trust Account At March 31, 2021, the assets held in the Trust Account are held in US Treasury securities. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary share subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. As of March 31, 2021, the Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control. 3,381,687 ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “ Expenses of Offering Fair Value of Financial Instruments FASB ASC Topic 820 “ Fair Value Measurements and Disclosures The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value Measurements and Disclosures Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “ Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of March 31, 2021 and December 31, 2020 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Net Loss Per Share The Company calculates net loss per share in accordance with ASC Topic 260, “ Earnings per Share. Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. ​

CASH AND INVESTMENT HELD IN TRU

CASH AND INVESTMENT HELD IN TRUST ACCOUNT	3 Months Ended
	Mar. 31, 2021
CASH AND INVESTMENT HELD IN TRUST ACCOUNT
CASH AND INVESTMENT HELD IN TRUST ACCOUNT	NOTE 3 — CASH AND INVESTMENT HELD IN TRUST ACCOUNT ​ As of March 31, 2021, investment securities in the Company’s Trust Account consisted of $46,460,382 in United States Treasury Bills and $0 in cash. The Company classifies its United States Treasury securities as available-for-sale. Available-for-sale marketable securities are recorded at their estimated fair value on the accompanying March 31, 2021 balance sheet. The carrying value, including gross unrealized holding gain as other comprehensive income and fair value of held to marketable securities on March 31, 2021 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying Value ​ Fair Value ​ ​ as of March 31, ​ Gross ​ as of March 31, ​ ​ 2021 ​ Unrealized ​ 2021 ​ ​ (unaudited) ​ Holding Gain ​ (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Available-for-sale marketable securities: ​ ​ ​ U.S. Treasury Securities ​ $ 46,460,382 ​ $ — ​ $ 46,460,382 ​

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	3 Months Ended
	Mar. 31, 2021
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 4 – INITIAL PUBLIC OFFERING On February 11, 2021, the Company sold 4,600,000 Units which includes a full exercise by the underwriters of their over-allotment option in the amount of 600,000 Public Units, at a purchase price of $10.00 per Unit. Each Unit will consist of one ordinary share, one right (“Public Right”) and one redeemable warrant (“Public Warrant”). Each Public Right will convert into one-tenth (1/10) of one ordinary share. Each Public Warrant will entitle the holder to purchase one ​ If the Company does not complete its Business Combination within the necessary time period described in Note 1, the Public Rights will expire and be worthless. Since the Company is not required to net cash settle the Rights and the Rights are convertible upon the consummation of an initial Business Combination, the Management determined that the Rights are classified within shareholders’ equity as “Additional paid-in capital” upon their issuance in accordance with ASC 815-40. The proceeds from the sale are allocated to Public Shares and Rights based on the relative fair value of the securities in accordance with ASC 470-20-30. The value of the Public Shares and Rights will be based on the closing price paid by investors. The Company paid an upfront underwriting discount of $805,000 (1.75%) of the per unit offering price to the underwriter at the closing of the Public Offering, with an additional fee of $1,150,000 (the “Deferred Discount”) of 2.5% of the gross offering proceeds payable upon the Company’s completion of the Business Combination. The Deferred Discount will become payable to the underwriter from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. In the event that the Company does not close the Business Combination, the underwriter has waived its right to receive the Deferred Discount. The underwriter is not entitled to any interest accrued on the Deferred Discount.

PRIVATE PLACEMENT

PRIVATE PLACEMENT	3 Months Ended
	Mar. 31, 2021
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 5 – PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering on February 11, 2021, the Sponsor purchased an aggregate of or 225,000 Private Units at a price of $10.00 per Private Unit, ($2,250,000 in the aggregate), from the Company in a private placement. The proceeds from the sale of the Private Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. The Private Units are identical to the Units sold in the Initial Public Offering, except for the private warrants (“Private Warrants”), as described in Note 8. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Units and underlying securities will be worthless.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2021
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 6 – RELATED PARTY TRANSACTIONS Founder Shares In May 2018, the Company issued one ordinary share to the Sponsor for no consideration. On August 21, 2019, the Company cancelled the one share for no consideration and the Sponsor purchased 1,150,000 ordinary shares for an aggregate price of $25,000. The 1,150,000 founder shares (for purposes hereof referred to as the “Founder Shares”). The founders and our officers and directors have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, with respect to the remaining 50% of the Founder Shares, upon six months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Advance from Related Party As of March 31, 2021, and December 31, 2020, the Sponsor had advanced the Company an aggregate of $0 and $26,750, respectively. The advances are non-interest bearing and due on demand. Promissory Note Payable On June 10, 2019, as amended on January 16, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $450,000 (the “Promissory Note”). The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering (see Note 4). The outstanding balance under the Promissory Note was repaid at the closing of the Initial Public Offering on February 11, 2021. As of March 31, 2021 and December 31, 2020, the principal amount due and owing under the Promissory Note was $0 and $228,483 respectively. Administrative Services Arrangement An affiliate of the Sponsor agreed, commencing on February 8, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay the affiliate of the Sponsor $10,000 per month for these services. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into additional Private Units at a price of $10.00 per Unit. 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. ​ Related Party Extension Loans As discussed in Note 1, the Company may extend the period of time to consummate a Business Combination up to nine times, each by an additional month (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 Sponsor or its affiliates or designees must deposit into the Trust Account $153,333 (approximately $0.033 per Public Share), up to an aggregate of $1,380,000, or $0.30 per Public Share, on or prior to the date of the applicable deadline, for each one month extension. Any such payments would be made in the form of a loan. The terms of the promissory note to be issued in connection with any such loans 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. Furthermore, the letter agreement with the shareholders contains a provision pursuant to which the Sponsor has agreed to waive its right to be repaid for such loans in the event that the Company does not complete a Business Combination. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete a Business Combination.

SHAREHOLDER'S EQUITY (DEFICIT)

SHAREHOLDER'S EQUITY (DEFICIT)	3 Months Ended
	Mar. 31, 2021
SHAREHOLDER'S EQUITY (DEFICIT)
SHAREHOLDER'S EQUITY (DEFICIT)	NOTE 7 – SHAREHOLDER’S EQUITY (DEFICIT) Ordinary Shares — The Company is authorized to issue 50,000,000 ordinary shares, with a par value of $0.001 per share. Holders of the ordinary shares are entitled to one vote for each ordinary share. At March 31, there were 2,668,313 ordinary shares issued and outstanding Rights — Each holder of a right will receive one-tenth (1/10) of one ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon exchange of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination as the consideration related thereto has been included in the Unit purchase price paid for by investors in the Initial Public Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the ordinary shares will receive in the transaction on an as-converted into ordinary share basis and each holder of a right will be required to affirmatively convert its rights in order to receive 1/10 share underlying each right (without paying additional consideration). The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company). 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 rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company's assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless.

WARRANT LIABILITIES

WARRANT LIABILITIES	3 Months Ended
	Mar. 31, 2021
WARRANT LIABILITIES
WARRANT LIABILITIES	NOTE 8 – WARRANT LIABILITIES Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) the consummation of a Business Combination or (b) 12 months from the effective date of the registration statement relating to the Proposed Offering. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to such ordinary shares. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the ordinary shares issuable upon exercise of the warrants. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon the exercise of the Public Warrants is not effective within 60 days, the holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise the Public Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company may call the warrants for redemption (excluding the Private Warrants): ● in whole and not in part, ● at a price of $0.01 per warrant, ● upon not less than 30 days ' prior written notice of redemption to each Public Warrant holder, ● if, and only if, the reported last sale price of the ordinary shares equal or exceed $18.00 per share, (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30 -day trading period referred to above and continuing each day thereafter until the date of redemption. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a 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. The Private Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Offering, 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 and the Private Warrants underlying Private Units issued to the underwriter may not be exercised after five years from the effective date of the Proposed Offering. 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. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a 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. A summary of warrants activity for the period ended March 31, 2021 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ Weighted ​ ​ shares ​ average life Public warrants assumed from the Company’s initial Public Offering in February 2021 4,600,000 Private warrants assumed from the Company’s private placement in February 2021 225,000 Balance of warrants outstanding as of March 31, 2021 4,825,000 5 years ​

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
	Mar. 31, 2021
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 9 – FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: ​ Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: ​ The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices In Significant Other Significant Other ​ ​ March 31, 2021 ​ Active Markets ​ Observable Inputs ​ Unobservable Inputs Description ​ (Unaudited) ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasury Securities held in Trust Account* ​ $ 46,460,382 ​ $ 46,460,382 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrant liabilities ​ $ 6,450,000 ​ ​ — ​ ​ — ​ ​ 6,450,000 ​ *included in cash and investments held in trust account on the Company’s balance sheet. ​ The warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our consolidated balance sheet. ​ Initial Measurement The Company established the initial fair value for the warrants on February 11, 2021, the date of the Company’s Initial Public Offering, using a binomial model for Public Warrants and Black-Scholes model for Private Warrants. The Company allocated the proceeds received from (i) the sale of Public Units and (ii) the sale of Private Units, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds recorded as ordinary shares subject to possible redemption, and ordinary shares based on their relative fair values recorded at the initial measurement date. The warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the binomial model and Black-Scholes model were as follows at their measurement dates: ​ ​ ​ ​ ​ ​ ​ February 11, ​ ​ 2021 ​ ​ (Initial ​ ​ measurement) ​ Input ​ ​ Share price ​ $ 10.00 ​ Risk-free interest rate ​ 0.46 % Volatility ​ 44 % Exercise price ​ $ 11.50 ​ Warrant life ​ 5 years ​ ​ Subsequent Measurement The warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of March 31, 2021 is classified as Level 1 due to the use of an observable market quote in an active market and the subsequent measurement of the Private Warrants as Mach 31, 2021 is classified Level 3 due to the use of unobservable inputs. As of March 31, 2021, the aggregate value of the Private Warrants and Public Warrants was $0.39 million and $6.06 million, respectively. The change in fair value from February 11, 2021 to March 31, 2021 was approximately $30,000. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for investments categorized in Level 3. Level 3 financial liabilities consist of the Private Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2021
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 10 – COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights The holders of the Founder Shares, Private Units (and their underlying securities) and any Units that may be issued upon conversion of the Working Capital Loans (and underlying securities) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Leases The Company entered into short-term agreements for temporary office space expiring through October 31, 2021 and January 31, 2022. For the periods ended March 31, 2021 and 2020, the Company incurred rent expense of $11,247 and $0, respectively. The remaining amount due under these agreements for the 12 months ending March 31, 2022 is $22,647. Underwriting Agreement The underwriters are entitled to a deferred fee of 2.5% of the gross proceeds of the Initial Public Offering, or $1,150,000. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2021
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 11 – SUBSEQUENT EVENTS In accordance with ASC Topic 855, “ Subsequent Events

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for these periods. Operating results for the interim period ended March 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis, and the financial statements and notes thereto included in the Company’s Form S-1 for the fiscal year ended December 31, 2020, filed with the SEC on March 29, 2021.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial 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 period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash	Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020.
Cash and Investments Held in Trust Account	Cash and Investments Held in Trust Account At March 31, 2021, the assets held in the Trust Account are held in US Treasury securities. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts.
Warrants	Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.
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 ASC 480. Ordinary share subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. As of March 31, 2021, the Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control. 3,381,687 ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.
Offering Costs	Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “ Expenses of Offering
Fair Value of Financial Instruments	Fair Value of Financial Instruments FASB ASC Topic 820 “ Fair Value Measurements and Disclosures The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value Measurements and Disclosures
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “ Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of March 31, 2021 and December 31, 2020 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.
Net Loss per Common Share	Net Loss Per Share The Company calculates net loss per share in accordance with ASC Topic 260, “ Earnings per Share.
Recent Accounting Standards	Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

CASH AND INVESTMENT HELD IN T_2

CASH AND INVESTMENT HELD IN TRUST ACCOUNT (Tables)	3 Months Ended
	Mar. 31, 2021
CASH AND INVESTMENT HELD IN TRUST ACCOUNT
Schedule of carrying value, including gross unrealized holding gain as other comprehensive income and fair value of held to marketable securities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying Value ​ Fair Value ​ ​ as of March 31, ​ Gross ​ as of March 31, ​ ​ 2021 ​ Unrealized ​ 2021 ​ ​ (unaudited) ​ Holding Gain ​ (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Available-for-sale marketable securities: ​ ​ ​ U.S. Treasury Securities ​ $ 46,460,382 ​ $ — ​ $ 46,460,382

WARRANT LIABILITIES (Tables)

WARRANT LIABILITIES (Tables)	3 Months Ended
	Mar. 31, 2021
WARRANT LIABILITIES
Schedule of summary of warrants activity	A summary of warrants activity for the period ended March 31, 2021 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ Weighted ​ ​ shares ​ average life Public warrants assumed from the Company’s initial Public Offering in February 2021 4,600,000 Private warrants assumed from the Company’s private placement in February 2021 225,000 Balance of warrants outstanding as of March 31, 2021 4,825,000 5 years

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Mar. 31, 2021
FAIR VALUE MEASUREMENTS
Schedule of Company's assets that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices In Significant Other Significant Other ​ ​ March 31, 2021 ​ Active Markets ​ Observable Inputs ​ Unobservable Inputs Description ​ (Unaudited) ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasury Securities held in Trust Account* ​ $ 46,460,382 ​ $ 46,460,382 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrant liabilities ​ $ 6,450,000 ​ ​ — ​ ​ — ​ ​ 6,450,000 ​ *included in cash and investments held in trust account on the Company’s balance sheet.
Schedule of quantitative information regarding Level 3 fair value measurements inputs	​ ​ ​ ​ ​ ​ ​ February 11, ​ ​ 2021 ​ ​ (Initial ​ ​ measurement) ​ Input ​ ​ Share price ​ $ 10.00 ​ Risk-free interest rate ​ 0.46 % Volatility ​ 44 % Exercise price ​ $ 11.50 ​ Warrant life ​ 5 years ​

ORGANIZATION AND BUSINESS BAC_2

ORGANIZATION AND BUSINESS BACKGROUND (Details)	Feb. 11, 2021USD ($)$ / sharesshares	Mar. 31, 2021USD ($)item$ / shares	Mar. 31, 2021USD ($)$ / shares	Mar. 31, 2021USD ($)$ / shares	Mar. 31, 2021USD ($)$ / sharesshares	Mar. 31, 2021USD ($)$ / shares	Dec. 31, 2020USD ($)
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit | $ / shares		$ 10.10	$ 10.10	$ 10.10	$ 10.10	$ 10.10
Proceeds from issuance initial public offering			$ 46,000,000
Cash held outside the Trust Account		$ 211,814	211,814	$ 211,814	$ 211,814	$ 211,814	$ 239
Condition for future business combination number of businesses minimum		1		1
Payments for investment of cash in Trust Account			46,460,000
Amount deposited into Trust Account			153,333
Trust account, per public share | $ / shares						$ 0.033
Aggregate proceeds held in the Trust Account			$ 1,380,000
Per public share | $ / shares						0.30
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) | shares	4,600,000
Purchase price, per unit | $ / shares	$ 10.10	$ 10	$ 10	$ 10	$ 10	$ 10
Proceeds from issuance initial public offering	$ 46,000,000
Transaction Costs		$ 2,462,765	$ 2,462,765	$ 2,462,765	$ 2,462,765	$ 2,462,765
Underwriting fees		805,000	805,000	805,000	805,000	805,000
Deferred underwriting fee payable		1,150,000	1,150,000	1,150,000	1,150,000	1,150,000
Other offering costs		507,765	507,765	$ 507,765	507,765	507,765
Payments for investment of cash in Trust Account	$ 46,460,000
Thres hold Minimum Aggregate Fair Market Value As Percentage Of Net Assets Held Intrust Account				80
Thres hold Percentage Of Outstanding Voting Securities Of Target To Be Acquired By Post Transaction Company To Complete Business Combination				50
Net tangible assets		$ 5,000,001	5,000,001	$ 5,000,001	$ 5,000,001	$ 5,000,001
Redemption limit percentage without prior consent				15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)				100.00%
Maximum Allowed Dissolution Expenses			$ 50,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) | shares					225,000
Purchase price, per unit | $ / shares		$ 10	$ 10	$ 10	$ 10	$ 10
Proceeds from issuance initial public offering			$ 2,250,000
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares	225,000
Price of warrant | $ / shares	$ 10
Proceeds from sale of Private Placement Warrants	$ 2,250,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) | shares	600,000
Purchase price, per unit | $ / shares	$ 10

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Unrecognized tax benefits	$ 0
Unrecognized tax benefits accrued for interest and penalties	$ 0
Ordinary shares subject to possible redemption (shares)	3,381,687	0
Ordinary shares
Ordinary shares subject to possible redemption (shares)	3,381,687

CASH AND INVESTMENT HELD IN T_3

CASH AND INVESTMENT HELD IN TRUST ACCOUNT (Details)	3 Months Ended
	Mar. 31, 2021USD ($)
Available-for-sale marketable securities:
Trust account	$ 46,460,382
Cash	0
U.S. Treasury Securities
Available-for-sale marketable securities:
Carrying Value	46,460,382
Fair Value	46,460,382
Cash	$ 46,460,382

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - USD ($)	Feb. 11, 2021	Mar. 31, 2021	Mar. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit		$ 10.10
Payments of Stock Issuance Costs		$ 1,124,767	$ 63,283
Deferred underwriting compensation		$ 1,150,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold	4,600,000
Purchase price, per unit	$ 10.10	$ 10
Payments of Stock Issuance Costs		$ 805,000
Underwriting Discount		1.75%
Deferred underwriting compensation		$ 1,150,000
Gross offering proceeds payable, percentage		2.50%
Initial Public Offering | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit	1
Number of warrants in a unit	1
Number of shares issuable per warrant	0.5
Exercise price of warrants	$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	600,000
Purchase price, per unit	$ 10

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - Private Placement - Private Placement Warrants	Feb. 11, 2021USD ($)$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued | shares	225,000
Price of warrants | $ / shares	$ 10
Aggregate purchase price | $	$ 2,250,000

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Aug. 21, 2019shares	May 31, 2018shares	Mar. 31, 2021USD ($)item$ / shares
Related Party Transaction [Line Items]
Amount deposited into Trust Account | $			$ 153,333
Trust account, per public share | $ / shares			$ 0.033
Aggregate proceeds held in the Trust Account | $			$ 1,380,000
Per public share | $ / shares			$ 0.30
Sponsor
Related Party Transaction [Line Items]
Number of shares issued | shares	1,150,000	1
Aggregate purchase price | $			$ 25,000
Shares subject to forfeiture | shares	1
Founder Shares
Related Party Transaction [Line Items]
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | item			30
Founder Shares | Sponsor
Related Party Transaction [Line Items]
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders			50.00%
Restrictions on transfer period of time after business combination completion			6 months
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares			$ 12.50
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | item			20

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020	Jan. 16, 2020
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note			$ 450,000
Outstanding balance of related party note	$ 0	$ 228,483
Administrative Support Agreement
Related Party Transaction [Line Items]
Payments for office space and administrative support services per month	10,000
Related Party Loans
Related Party Transaction [Line Items]
Advance received from related party	0	$ 26,750
Loan conversion agreement warrant	$ 1,500,000
Related Party Loans | Working capital loans warrant
Related Party Transaction [Line Items]
Price of warrant	$ 10

STOCKHOLDERS' EQUITY (DEFICIT)

STOCKHOLDERS' EQUITY (DEFICIT) - Common Stock Shares (Details)	Mar. 31, 2021Vote$ / sharesshares	Dec. 31, 2020$ / sharesshares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	100,000,000	100,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.001	$ 0.001
Common shares, shares issued (in shares)	2,668,313	1,150,000
Common shares, shares outstanding (in shares)	2,668,313	1,150,000
Ordinary shares subject to possible redemption (shares)	3,381,687	0
Ordinary shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	50,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	2,668,313
Common shares, shares outstanding (in shares)	2,668,313
Ordinary shares subject to possible redemption (shares)	3,381,687

WARRANT LIABILITIES - Warrants

WARRANT LIABILITIES - Warrants activity (Details)	Mar. 31, 2021shares
Class of Warrant or Right [Line Items]
Number of shares	4,825,000
Weighted average life	5 years
Public Warrants
Class of Warrant or Right [Line Items]
Weighted average life	5 years
Public Warrants | Initial Public Offering
Class of Warrant or Right [Line Items]
Number of shares	4,600,000
Private Warrants | Private Placement
Class of Warrant or Right [Line Items]
Number of shares	225,000

WARRANT LIABILITIES - Additiona

WARRANT LIABILITIES - Additional Information (Details)	3 Months Ended
	Mar. 31, 2021item$ / shares
Class of Warrant or Right [Line Items]
Weighted average life	5 years
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Threshold consecutive trading days for redemption of public warrants | item	30
Private Placement Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Redemption period	30 days
Public Warrants
Class of Warrant or Right [Line Items]
Weighted average life	5 years
Public Warrants exercisable term from the closing of the initial public offering	12 months
Threshold period for filling registration statement after business combination	15 days
Maximum threshold period for registration statement to become effective after business combination	60 days
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Redemption price per public warrant (in dollars per share) | $ / shares	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares	$ 18
Threshold trading days for redemption of public warrants | item	20

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details)	Mar. 31, 2021USD ($)
Assets:
Cash held in the Trust Account	$ 0
Liabilities:
Warrant liabilities	6,450,000
U.S. Treasury Securities
Assets:
Cash held in the Trust Account	46,460,382
Level 1 | U.S. Treasury Securities
Assets:
Cash held in the Trust Account	46,460,382
Level 3
Liabilities:
Warrant liabilities	$ 6,450,000

FAIR VALUE MEASUREMENTS - Addit

FAIR VALUE MEASUREMENTS - Additional Information (Details)	2 Months Ended
	Mar. 31, 2021USD ($)	Feb. 11, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate value of warrants	$ 6,450,000
Change in fair value of warrant liabilities	30,000
Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate value of warrants	6,060,000
Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate value of warrants	$ 390,000
Share price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input		10
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input		0.46
Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input		44
Exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input		11.50
Warrant life
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input		5

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
COMMITMENTS AND CONTINGENCIES
Rent expense	$ 11,247	$ 0
2021	$ 22,647
Percentage of underwriters deferred fee	2.50%
Deferred underwriting fees	$ 1,150,000