| Basis of Presentation and Summary of Significant Account Policies | Note
2 – Basis of Presentation and Summary of Significant Account Policies Basis
of Presentation The accompanying unaudited condensed financial
statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S.
GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the
information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all
adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods
presented. Operating results for the three and nine months ended September 30, 2021, are not necessarily indicative of the results that
may be expected through December 31, 2021. The
accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto
included in the Company’s Annual Report on Form 10-K filed with the SEC on March 10, 2021. Revision
to Previously Reported Financial Statements In
preparation of the Company’s unaudited condensed financial statements as of and for the quarterly period ended September 30, 2021,
the Company concluded it should revise its financial statements to classify all Public Shares subject to possible redemption in temporary
equity. In accordance with the 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 classified a portion of its Public Shares in permanent equity, or total shareholders’ equity.
Although the Company did not specify a maximum redemption threshold, its charter currently provides 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. Previously the Company did not consider
redeemable stock classified 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 assets. Accordingly, effective with this filing, the Company presented
all redeemable ordinary shares as temporary equity and recognized accretion from the initial book value to redemption value at the time
of its Initial Public Offering and in accordance with ASC 480. The change in the carrying value of the redeemable shares of ordinary shares
at the Initial Public Offering resulted in a decrease of approximately $5.0 million in additional paid-in capital and a charge of approximately
$3.4 million to accumulated deficit, as well as a reclassification of 842,910 ordinary shares from permanent equity to temporary equity . Form
10-K will not be amended, but historical amounts presented in the current and future filings will be recast to be consistent with the
current presentation, and an explanatory footnote will be provided. The impact of the revision to the unaudited condensed
balance sheets as of September 30, 2020, March 31, 2021, and June 30, 2021, is a reclassification of $8.5 million, $8.7 million, and $8.8
million, respectively, from total shareholders’ equity to ordinary shares subject to possible redemption. The
impact of the revision to the components of equity on the December 31, 2020, balance sheet is presented below:
Equity Components As Previously Adjustment As Revised
Class A ordinary shares subject to possible redemption:
Ordinary shares, $0.0001 par value; shares subject to possible redemption at $10.00 per share 151,436,780 8,563,220 160,000,000
Shareholders’ deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding - - -
Ordinary shares, $0.0001 par value; 100,000,000 shares authorized; 5,306,322 shares issued and outstanding 531 (86 ) 445
Additional paid-in capital 5,173,019 (5,173,019 ) -
Accumulated deficit (173,542 ) (3,390,115 ) (3,563,657 )
Total shareholders’ deficit 5,000,008 (8,563,220 ) (3,563,212 )
Total Liabilities,
Class A ordinary shares subject to possible redemption and shareholders’ deficit $ 162,155,744 $ - $ 162,155,744 There
is no impact to the reported amounts for total assets, total liabilities, cash flows, or net income (loss). In connection with the change
in presentation for the ordinary shares subject to possible redemption, the Company also revised its earnings per share calculation to
a single class presentation. Emerging
Growth Company As
an emerging growth company, the Company 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 of 2002, 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 an emerging growth 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 an election to opt out is irrevocable. The Company has
elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different
application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard
at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements
with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the
extended transition period difficult or impossible because of the potential differences in accounting standards used. Use
of Estimates The
preparation of unaudited condensed financial statements in conformity with U.S. 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 unaudited
condensed 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 unaudited condensed 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
from those estimates. Cash
and Cash Equivalents The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
There were no cash equivalents at September 30, 2021 and December 31, 2020. Concentration
of Credit Risk Financial
instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution
which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000, and investments held in Trust Account.
The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such
accounts. The Company’s investments held in the Trust Account as of September 30, 2021, and December 31, 2020, are comprised of
investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise
only U.S. Treasury securities money market funds. Investments
Held in the Trust Account The
Company’s portfolio of investments held in the Trust Account is comprised of 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 investments in money market funds that
invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s
investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities.
When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at
fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of
each reporting period. Gains and losses resulting from the change in fair value of these securities are included in net gain from investments
held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held
in the Trust Account are determined using available market information. Fair
Value of Financial Instruments The
fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair
Value Measurements,” approximate the carrying amounts represented in the condensed balance sheets. 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. U.S. 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 consist of:
● Level
1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
● Level
2: Quoted prices in markets that are not active or financial instruments for which significant inputs to models are observable (including
but not limited to quoted prices for similar securities, interest rates, foreign exchange rates, volatility and credit risk), either
directly or indirectly;
● Level
3: Prices or valuations that require significant unobservable inputs (including the Management’s assumptions in determining
fair value measurement). 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. Offering
Costs Associated with Initial Public Offering The
Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of
Offering.” Offering costs consist of costs incurred in connection with the formation and preparation for the Initial Public Offering.
These costs, together with the underwriting discount, were charged to the carrying value of the Public Shares upon the completion of
the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation
is not reasonably expected to require the use of current assets or require the creation of current liabilities. Ordinary
Shares Subject to Possible Redemption Ordinary
shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally
redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder
or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary
equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Public Shares feature certain
redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events,
Accordingly, at September 30, 2021 and December 31, 2020, 16,000,000 of its ordinary shares subject to possible redemption at the
redemption amount were presented at redemption value as temporary equity, respectively, outside of the shareholders’ equity (deficit)
section of the Company’s condensed balance sheets. Effective
with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which
resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Net
Loss per Ordinary Share The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net
income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares outstanding
for the respective period. The
calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants underlying the Units sold in
the Private Placement Warrants to purchase 1,500,000 ordinary shares since their exercise is contingent upon future events and their
inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net loss per share is the same as basic net loss
per share for the three and nine months ended September 30, 2021. Accretion associated with the redeemable ordinary shares is excluded
from earnings per share as the redemption value approximates fair value. 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
Cayman 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 September
30, 2021 and 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 Cayman Islands. In accordance with Cayman Islands federal income
tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial
statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over
the next twelve months. Recent
Accounting Pronouncements In
August 2020, the FASB issued Accounting Standards Update (“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 The Company’s management does not believe
that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect
on the accompanying unaudited condensed financial statements. |
