Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 24, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | Edoc Acquisition Corp. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001824884 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-39689 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Interactive Data Current | Yes | |
Class A ordinary shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 9,554,000 | |
Class B ordinary shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 2,250,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 727,773 | $ 1,000,730 |
Prepaid expenses | 311,831 | 97,498 |
Total current assets | 1,047,599 | 1,098,228 |
Cash and marketable securities held in Trust Account | 91,550,549 | 91,538,680 |
Total Assets | 92,590,153 | 92,636,908 |
Current liabilities: | ||
Accounts payable and accrued expenses | 133,680 | 53,680 |
Due to related party | 17,000 | |
Total current liabilities | 133,680 | 70,680 |
Warrant liability | 420,123 | 1,156,512 |
Total Liabilities | 553,803 | 1,227,192 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption, 8,558,147 shares at $10.17 | 87,036,350 | 86,409,715 |
Shareholders’ Equity: | ||
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 4,938,340 | 5,564,969 |
Accumulated surplus (deficit) | 61,336 | (565,298) |
Total Shareholders’ Equity | 5,000,000 | 5,000,001 |
Total Liabilities and Shareholders’ Equity | 92,590,153 | 92,636,908 |
Class A ordinary shares | ||
Shareholders’ Equity: | ||
Ordinary shares | 99 | 105 |
Total Shareholders’ Equity | 99 | 105 |
Class B ordinary shares | ||
Shareholders’ Equity: | ||
Ordinary shares | 225 | 225 |
Total Shareholders’ Equity | $ 225 | $ 225 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A ordinary shares | ||
Ordinary shares, subject to possible redemption | 8,558,147 | 8,558,147 |
Ordinary share subject to possible redemption, per share redemption value (in Dollars per share) | $ 10.17 | $ 10.17 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued | 995,853 | 1,057,469 |
Ordinary shares, shares outstanding | 995,853 | 1,057,469 |
Class B ordinary shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 |
Ordinary shares, shares issued | 2,250,000 | 2,250,000 |
Ordinary shares, shares outstanding | 2,250,000 | 2,250,000 |
Condensed Statement of Operatio
Condensed Statement of Operations (Unaudited) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Income Statement [Abstract] | |
Formation and operating costs | $ 121,624 |
Loss from operations | (121,624) |
Amortized interest on marketable securities held in Trust Account | 11,869 |
Change in fair value of warrants | 736,389 |
Total other income | 748,258 |
Net Income | $ 626,634 |
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption (in Shares) | shares | 8,496,531 |
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption (in Dollars per share) | $ / shares | $ 0 |
Basic and diluted weighted average shares outstanding, ordinary shares (in Shares) | shares | 3,307,469 |
Basic and diluted net loss per share, ordinary shares (in Dollars per share) | $ / shares | $ 0.19 |
Condensed Statement Of Changes
Condensed Statement Of Changes In Shareholders’ Equity (Unaudited) - 3 months ended Mar. 31, 2021 - USD ($) | Class A ordinary shares | Class B ordinary shares | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 105 | $ 225 | $ 5,564,969 | $ (565,298) | $ 5,000,001 |
Balance (in Shares) at Dec. 31, 2020 | 1,057,469 | 2,250,000 | |||
Net income | 626,634 | 626,634 | |||
Class A ordinary shares subject to possible redemption | $ (6) | (626,629) | (626,635) | ||
Class A ordinary shares subject to possible redemption (in Shares) | (61,616) | ||||
Balance at Mar. 31, 2021 | $ 99 | $ 225 | $ 4,938,340 | $ 61,336 | $ 5,000,000 |
Balance (in Shares) at Mar. 31, 2021 | 995,853 | 2,250,000 |
Condensed Statement Of Cash Flo
Condensed Statement Of Cash Flows (Unaudited) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash flows from operating activities: | |
Net Income | $ 626,634 |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Amortized interest on cash and Treasury securities held in Trust Account | (11,869) |
Change in Fair Value of Warrant Liability | (736,389) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (214,333) |
Due to related party | (17,000) |
Accounts payable and accrued expenses | 80,000 |
Net cash used in operating activities | (272,957) |
Net change in cash | (272,957) |
Cash, beginning of the period | 1,000,730 |
Cash, end of period | 727,773 |
Non-cash investing and financing transactions: | |
Change in value of Class A ordinary shares subject to possible redemption | $ 626,635 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Organization, Business Operations and Basis of Presentation | Note 1—Description of Organization, Business Operations and Basis of Presentation EDOC Acquisition Corp. (the “Company”) was incorporated in the Cayman Islands on August 20, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). While the Company may pursue an acquisition opportunity in any industry or geographic region, the Company intends to focus on businesses primarily operating in the health care and health care provider space in North America and Asia-Pacific. The Company has selected December 31 as its fiscal year end. As of 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 (“IPO”) described below. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company’s sponsor is American Physicians LLC (the “Sponsor”). Financing The registration statement for the Company’s initial public offering was declared effective on November 9, 2020 (the “Effective Date”). On November 12, 2020, the Company consummated the initial public offering of 9,000,000 units (each, a “Unit” and collectively, the “Units”) at $10.00 per Unit (the “Initial Public Offering” or “IPO”), which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 479,000 private placement units (“Private Unit)” and collectively, the “Private Units”), at a price of $10.00 per unit. Of the 479,000 private placement units, 65,000 units, or the “representative units” were purchased by I-Banker (and/or its designees). In addition, the Company’s sponsor agreed, pursuant to a letter agreement to purchase up to 3,750,000 of the Company’s rights in the open market at a market price not to exceed $0.20 per right. I-Bankers also agreed to purchase up to 1,250,000 of the Company’s rights in the open market at a market price not to exceed $0.20 per right, which is discussed in Note 4. Transaction costs of the IPO amounted to $3,246,381, consisting of $1,575,000 of cash underwriting fees, the fair value of the representative’s warrants of $424,270, the fair value of representative’s shares $ 653,250 and $593,861 of other cash offering costs. Trust Account Following the closing of the IPO on November 12, 2020, $91,530,000 ($10.17 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) and invested only 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 money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination, (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (iii) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the IPO (the “Combination Period”), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholder. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Upon the closing of the Proposed Public Offering, an amount equal to at least $10.00 per Unit sold in the Proposed Public Offering, including the proceeds from the sale of the Private Placement Warrants to the Sponsor, was placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only 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 money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company will provide holders of the Company’s outstanding shares of Class A ordinary shares, par value $0.0001 per share, sold in the IPO (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares (as defined below) upon the completion of the initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.17 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination 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 issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have 12 months (or up to 18 months if the Company extends the period of time) from the closing of the Proposed Public Offering to consummate a Business Combination (the “Combination Period”). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the trust account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, subject to applicable law and as further described in registration statement, and then seek to dissolve and liquidate. The Sponsor, officers and directors and Representative (defined in Note 6) have agreed to (i) waive their redemption rights with respect to their founder shares, private shares, and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares, private shares, and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private shares if the Company fails to complete the initial business combination within the Combination Period. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.17 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.17 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial 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 results from the outcome of this uncertainty. Liquidity As of March 31, 2021, the Company had cash outside the Trust Account of $727,773 available for working capital needs. All remaining cash held in the Trust Account are generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a Business Combination or to redeem ordinary shares. As of March 31, 2021 and December 31, 2020, none of the amount in the Trust Account was available to be withdrawn as described above. Through March 31, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the founder shares and the remaining net proceeds from the IPO and the sale of Private Placement Warrants. The Company anticipates that the $727,773 outside of the Trust Account as of March 31, 2021, will be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 6), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating business combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the business combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial business combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial business combination in a timely manner. The Company’s ability to consummate an initial business combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K for the period from August 20, 2020 (inception) through December 31, 2020 as filed with the SEC on May 24, 2021, which contains the audited financial statements and notes thereto. 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 independent registered public accounting firm 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 stockholder 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 that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of March 31, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period and the reported amounts of expenses during the reporting period. 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. Investment Held in Trust Account At March 31, 2021, the Trust Account had $91,542,554 held in marketable securities. During period January 1, 2021 to March 31, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 479,000 Private Warrants and 450,000 Representative’s Warrants issued in connection with its Initial Public Offering as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using Monte-Carlo simulations at each measurement date. Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to shareholders’ equity upon the completion of the IPO. Accordingly, on December 31, 2020, offering costs totaling $3,246,381 have been charged to shareholders’ equity (consisting of $1,575,000 of underwriting fee, the fair value of the representative’s warrants of $424,270, the fair value of representative’s shares $653,250 and $593,861 of other cash offering costs). Class A Ordinary shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021, 8,558,147 shares of Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for each of the periods. The calculation of diluted loss per ordinary share does not consider the effect of the warrants and rights issued in connection with the (i) IPO since the exercise of the warrants and rights are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants and rights are exercisable for 6,137,400 shares of Class A ordinary shares in the aggregate. For the Ordinary shares subject to possible redemption Numerator: Net income allocable to Class A ordinary shares subject to possible redemption Amortized Interest income on Treasury securities held in trust $ 10,632 Less: interest available to be withdrawn for payment of taxes - Net income allocable to Class A ordinary shares subject to possible redemption $ 10,632 Denominator: Weighted Average Redeemable Class A ordinary shares Redeemable Class A Ordinary shares, Basic and Diluted 8,496,531 Basic and Diluted net income per share, Redeemable Class A Ordinary shares $ 0.00 Non-Redeemable Ordinary shares Numerator: Net Income minus Redeemable Net Earnings Net Income $ 626,634 Redeemable Net Loss (10,632 ) Non-Redeemable Net Income $ 616,002 Denominator: Weighted Average Non-Redeemable Ordinary shares Basic and diluted weighted average shares outstanding, ordinary shares 3,307,469 Basic and diluted net loss per share, ordinary shares $ 0.19 Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 4—Initial Public Offering Pursuant to the IPO, the Company sold 9,000,000 Units at a purchase price of $10.00 per unit. Each unit consists of one share of Class A ordinary shares, one-half warrant to purchase one share of Class A ordinary shares (“Public Warrants”), and one right (“Rights”). Each Public Warrant will entitle the holder to purchase one share of Class A ordinary shares at a price of $11.50 per share, subject to adjustment. Each Public Warrant will become exercisable on the later of the completion of the initial Business Combination or 12 months from the closing of the IPO and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation (see Note 7). Each right entitles the holder to receive one-tenth (1/10) of one share of Class A ordinary shares upon the consummation of an initial Business Combination (see Note 7). |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2021 | |
Private Placement Disclosure [Abstract] | |
Private Placement | Note 5—Private Placement Simultaneously with the closing of the IPO, the Sponsor and I-Bankers purchased an aggregate of 414,000 Private Units and 65,000 Private Units, respectively, for an aggregate of 479,000 Private Units at a price of $10.00 per Private Unit, for an aggregate purchase price of $4,790,000, in a private placement. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust Account. Each Private Unit is identical to the Units sold in the IPO, except that warrants that are part of the Private Placement Units (“Private Warrants”) are not redeemable by the Company so long as they are held by the original holders or their permitted transferees. In addition, for as long as the warrants that are part of the Private Placement Units are held by I-Bankers or its designees or affiliates, they may not be exercised after five years from the effective date of the Registration Statement. The Company’s Sponsor, officers, and directors have agreed to (i) waive their redemption rights with respect to their founder shares, private shares, and public shares in connection with the completion of the Company’s initial Business Combination, (ii) waive their redemption rights with respect to the founder shares, private shares, and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its initial Business Combination within the Combination Period or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete its initial Business Combination the Combination Period. In addition, the Company’s Sponsor, officers, and directors have agreed to vote any founder shares, private shares, and public shares held by them and any public shares purchased during or after the IPO (including in open market and privately negotiated transactions) in favor of the Company’s initial business combination. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6—Related Party Transactions Founder Shares In September 2020, the Sponsor subscribed 2,875,000 shares of the Company’s Class B ordinary shares for $25,000, or approximately $0.01 per share, in connection with formation. On November 9, 2020, the Sponsor surrendered an aggregate of 287,500 founder shares, which were cancelled, resulting in an aggregate of 2,587,500 founder shares outstanding and held by the Sponsor (see Note 7). The founder shares include an aggregate of up to 337,500 shares subject to forfeiture if the over-allotment option is not exercised by the underwriters in full. On December 24, 2020, 337,500 shares were forfeited as the over-allotment option was not exercised by the underwriters. Promissory Note—Related Party In September 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 $300,000 to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecured and due at the earlier of June 30, 2021 or the closing of the IPO. As of November 12, 2020, the Sponsor had loaned to the Company an aggregate of $177,591 under the promissory note to pay for formation costs and a portion of the expenses of the IPO. The note was repaid in full in connection with the closing of our initial public offering, and as of March 31, 2021 and December 31, 2020 respectively, no amounts were outstanding. Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, Up to $1,500,000 of such Working Capital Loans may be convertible upon consummation of our business combination into additional private units at a price of $10.00 per unit. At March 31, 2021 and December 31, 2020 respectively, no Working Capital Loans were outstanding. To date, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement The Company agreed, for a period commencing on November 9, 2020 and ending upon completion of the Company’s Business Combination or its liquidation, to pay the Company’s Sponsor a monthly fee of $10,000 for office space, utilities and secretarial and administrative support. Since the initial public offering, the Company has not made any payments under the agreement, and has paid for services rendered and expenses advanced by the Sponsor on an as-needed basis. Effective March 31, 2021, the Company and Sponsor terminated the agreement and agreed to waive any accrued fees from inception through March 31, 2021. As of March 31, 2021 no fees were due to the Sponsor. The Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers, directors or their affiliates. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7—Commitments and Contingencies Registration Rights The holders of the founder shares, private placement warrants, and warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Underwriting Agreement On November 12, 2020, the Company issued to the underwriter (and/or its designees) (the “Representative”) 75,000 shares of Class A ordinary shares for $0.01 per share (the “Representative Shares”). The fair value of the Representative Shares was estimated to $653,250 and were treated as underwriters’ compensation and charged directly to shareholders’ equity. The underwriter (and/or its designees) agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the Combination Period. In addition, the Company issued to the Representative a warrant (“Representative’s Warrant) to purchase up to 450,000 Class A ordinary shares. Such warrants will not be redeemable for as long as they are held by the Representative and they may not be exercised after five years from the Effective Date of the registration statement. Except as described above, the warrants are identical to those underlying the units offered by in the IPO. The Company estimated the fair value of the Representative’s Warrant is $424,270 using the Monte Carlo simulation model. The fair value of the Representative’s Warrant to granted to the underwriters is estimated as of the date of grant using the following assumptions: (1) expected volatility of 24.1%, (2) risk-free interest rate of 0.60% and (3) expected life of 6.05 years. The expected volatility was determined by the Company based on the historical volatilities of a set of comparative special purpose acquisition companies (“SPAC”), and the risk-fee interest rate was determined by reference to the U.S. Treasury yield curve in effect for time period equals to the expected life of the Representative’s Warrant. As of March 31, 2020, the over-allotment granted to the underwriters had expired unexercised. On November 12, 2020, the underwriters were paid a cash underwriting discount of 1.75% of the gross proceeds of the Initial Public Offering, or $1,575,000. Business Combination Marketing Agreement The Company engaged the Representative as an advisor in connection with its Business Combination to (i) assist the Company in preparing presentations for each potential Business Combination; (ii) assist the Company in arranging meetings with its shareholders, including making calls directly to shareholders, to discuss each potential Business Combination and each potential target’s attributes and providing regular market feedback, including written status reports, from these meetings and participate in direct interaction with shareholders, in all cases to the extent legally permissible; (iii) introduce the Company to potential investors to purchase the Company’s securities in connection with each potential Business Combination; and assist the Company with the preparation of any press releases and filings related to each potential Business Combination or target. Pursuant to the business combination marketing agreement, the Representative is not obligated to assist the Company in identifying or evaluating possible acquisition candidates. Pursuant to the Company’s agreement with the Representative, an advisory fee of 2.75% of the gross proceeds of the IPO, or $2,475,000 will be payable to the Representative at the closing of the Company’s Business Combination. Open Market Purchases The Sponsor has agreed to enter into an agreement in accordance with the guidelines of Rule 10b5-1 under the Exchange Act, to place limit orders, through an independent broker-dealer registered under Section 15 of the Exchange Act which is not affiliated with the Company nor part of the underwriting or selling group, to purchase an aggregate of up to 3,750,000 of the Company’s rights in the open market at market prices, and not to exceed $0.20 per right during the period commencing on the later of (i) the date separate trading of the rights commences or (ii) sixty calendar days after the end of the “restricted period” under Regulation M, continuing until the date that is the earlier of (a) twelve (12) months from the date of the IPO and (b) the date that the Company announces that it has entered into a definitive agreement in connection with its initial Business Combination, or earlier in certain circumstances as described in the limit order agreement. The limit orders will require the Sponsor to purchase any rights offered for sale (and not purchased by another investor) at or below a price of $0.20, until the earlier of (x) the expiration of the buyback period or (y) the date such purchases reach 3,750,000 rights in total. The Sponsor will not have any discretion or influence with respect to such purchases and will not be able to sell or transfer any rights purchased in the open market pursuant to such agreements until following the consummation of a Business Combination. It is intended that the broker’s purchase obligation will be subject to applicable law, including Regulation M under the Exchange Act, which may prohibit or limit purchases pursuant to the limit order agreement in certain circumstances. The Representative has also agreed to purchase up to 1,250,000 of the Company’s rights in the open market at market prices not to exceed $0.20 per right, on substantially similar terms as the Sponsor. |
Warrants and Rights
Warrants and Rights | 3 Months Ended |
Mar. 31, 2021 | |
Warrants and Rights [Abstract] | |
Warrants and Rights | Note 8 -Warrants and Rights Warrants The warrants will become exercisable on the later of 12 months from the closing of the IPO or upon completion of its initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., Eastern Time, or earlier upon redemption or liquidation. In no event will the Company be required to net cash settle any warrant. 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 the respect to such warrants. Accordingly, the warrants may expire worthless. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus is current. No warrant will be exercisable, and the Company will not be obligated to issue Class A ordinary shares upon exercise of a warrant unless Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A ordinary shares underlying such unit. The Company may call the warrants for redemption (excluding the private warrants, and any outstanding Representative’s Warrants, and any warrants underlying units issued to the Sponsor, initial shareholders, officers, directors or their affiliates in payment of Working Capital Loans made to the Company), in whole and not in part, at a price of $0.01 per warrant: ● at any time while the warrants are exercisable, ● upon not less than 30 days’ prior written notice of redemption to each warrant holder, ● if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period ending on the third trading business day prior to the notice of redemption to warrant holders, and ● if, and only if, there is a current registration statement in effect with respect to the issuance of the Class A 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 until the date of redemption. If the Company calls the warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of shares of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Rights The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Cayman Islands law. As a result, the holders of the rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the required time 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 an initial Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Note 9—Shareholders’ Equity Preferred Shares Class A Ordinary Shares Class B Ordinary Shares The Company’s initial shareholders have agreed not to transfer, assign or sell 50% its founder shares until the earlier to occur of (i) six months after the date of the consummation of the initial Business Combination or (ii) the date on which the closing price of the Company’s Class A 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 the initial Business Combination and the remaining 50% of the founder shares may not be transferred, assigned or sold until six months after the date of the consummation of the initial Business Combination, or earlier, in either case, if, subsequent to the initial Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders having the right to exchange their shares for cash, securities or other property. The Class B ordinary shares will automatically convert into the Company’s Class A ordinary shares at the time of its initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all shares of Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of ordinary shares outstanding upon the completion of the IPO plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or any private placement-equivalent units issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, with each share of ordinary shares entitling the holder to one vote. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10— Fair Value Measurements Investment Held in Trust Account As of March 31, 2021, investment in the Company’s Trust Account consisted of $7,995 in cash and $91,545,039 in U.S. Treasury Securities. All of the U.S. Treasury Securities matured on May 13, 2021. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC 320 “Investments — Debt and Equity Securities”. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on March 31, 2021 are as follows: Amortized Gross Gross Fair Value U.S. Money Market $ 7,995 $ - $ - $ 7,995 U.S. Treasury Securities 91,545,039 (2,485 ) - 91,542,554 $ 91,553,034 $ (2,485 ) $ - $ 91,550,549 Warrant Liability The Private Warrants and Representative’s Warrant are accounted for as liabilities pursuant to ASC 815-40 and are measured at fair value as of each reporting period. Changes in the fair value of the Warrants are recorded in the statement of operations each period. The following table presents the Company’s fair value hierarchy for liabilities measured at fair value on a recurring basis as of March 31, 2021: Level 1 Level 2 Level 3 Total Warrant liabilities: Private Warrants - - 173,783 173,783 Representative’s Warrant 246,340 246,340 Total warrant liabilities $ - $ - $ 420,123 $ 420,123 The Private Warrants and Representative’s Warrant were valued using a Montel Carlo simulation model, which is considered to be a Level 3 fair value measurement. Inherent in an options pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. There were no transfers between Levels 1, 2 or 3 during the three months ended March 31, 2021 The following table provides quantitative information regarding Level 3 fair value measurements for Private Warrants as of March 31, 2021 and December 31, 2020. The Representative’s Warrants were valued using similar information, except for strike price which is at $12 March 31, December 31, Exercise price $ 11.50 $ 11.50 Share price $ 9.99 $ 10.24 Volatility 12.5 % 11.7 % Expected life 5.67 5.91 Risk-free rate 1.08 % 0.49 % Dividend yield - % - % The following table presents a summary of the changes in the fair value of the Private Warrants and Representative’s Warrants, a Level 3 liability, measured on a recurring basis. Warrant Fair value, December 31, 2020 $ 1,156,512 Gain on change in fair value (1) (736,389 ) Fair value, March 31, 2021 $ 420,123 (1) Represents the non-cash gain on change in valuation of the Private Warrants and Representative’s Warrants and is included in Gain on change in fair value of warrant liability on the statement of operations. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than the event disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K for the period from August 20, 2020 (inception) through December 31, 2020 as filed with the SEC on May 24, 2021, which contains the audited financial statements and notes thereto. |
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 independent registered public accounting firm 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 stockholder 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 that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of March 31, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | 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. |
Investment Held in Trust Account | Investment Held in Trust Account At March 31, 2021, the Trust Account had $91,542,554 held in marketable securities. During period January 1, 2021 to March 31, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. |
Fair Value Measurements | Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. |
Derivative warrant liabilities | Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 479,000 Private Warrants and 450,000 Representative’s Warrants issued in connection with its Initial Public Offering as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using Monte-Carlo simulations at each measurement date. |
Offering Costs Associated with IPO | Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to shareholders’ equity upon the completion of the IPO. Accordingly, on December 31, 2020, offering costs totaling $3,246,381 have been charged to shareholders’ equity (consisting of $1,575,000 of underwriting fee, the fair value of the representative’s warrants of $424,270, the fair value of representative’s shares $653,250 and $593,861 of other cash offering costs). |
Class A Ordinary shares Subject to Possible Redemption | Class A Ordinary shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021, 8,558,147 shares of Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for each of the periods. The calculation of diluted loss per ordinary share does not consider the effect of the warrants and rights issued in connection with the (i) IPO since the exercise of the warrants and rights are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants and rights are exercisable for 6,137,400 shares of Class A ordinary shares in the aggregate. For the Ordinary shares subject to possible redemption Numerator: Net income allocable to Class A ordinary shares subject to possible redemption Amortized Interest income on Treasury securities held in trust $ 10,632 Less: interest available to be withdrawn for payment of taxes - Net income allocable to Class A ordinary shares subject to possible redemption $ 10,632 Denominator: Weighted Average Redeemable Class A ordinary shares Redeemable Class A Ordinary shares, Basic and Diluted 8,496,531 Basic and Diluted net income per share, Redeemable Class A Ordinary shares $ 0.00 Non-Redeemable Ordinary shares Numerator: Net Income minus Redeemable Net Earnings Net Income $ 626,634 Redeemable Net Loss (10,632 ) Non-Redeemable Net Income $ 616,002 Denominator: Weighted Average Non-Redeemable Ordinary shares Basic and diluted weighted average shares outstanding, ordinary shares 3,307,469 Basic and diluted net loss per share, ordinary shares $ 0.19 |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Standards | Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted loss per ordinary share | For the Ordinary shares subject to possible redemption Numerator: Net income allocable to Class A ordinary shares subject to possible redemption Amortized Interest income on Treasury securities held in trust $ 10,632 Less: interest available to be withdrawn for payment of taxes - Net income allocable to Class A ordinary shares subject to possible redemption $ 10,632 Denominator: Weighted Average Redeemable Class A ordinary shares Redeemable Class A Ordinary shares, Basic and Diluted 8,496,531 Basic and Diluted net income per share, Redeemable Class A Ordinary shares $ 0.00 Non-Redeemable Ordinary shares Numerator: Net Income minus Redeemable Net Earnings Net Income $ 626,634 Redeemable Net Loss (10,632 ) Non-Redeemable Net Income $ 616,002 Denominator: Weighted Average Non-Redeemable Ordinary shares Basic and diluted weighted average shares outstanding, ordinary shares 3,307,469 Basic and diluted net loss per share, ordinary shares $ 0.19 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities | Amortized Gross Gross Fair Value U.S. Money Market $ 7,995 $ - $ - $ 7,995 U.S. Treasury Securities 91,545,039 (2,485 ) - 91,542,554 $ 91,553,034 $ (2,485 ) $ - $ 91,550,549 |
Schedule of fair value measured on recurring basis | Level 1 Level 2 Level 3 Total Warrant liabilities: Private Warrants - - 173,783 173,783 Representative’s Warrant 246,340 246,340 Total warrant liabilities $ - $ - $ 420,123 $ 420,123 |
Schedule of quantitative information regarding Level 3 fair value measurements | March 31, December 31, Exercise price $ 11.50 $ 11.50 Share price $ 9.99 $ 10.24 Volatility 12.5 % 11.7 % Expected life 5.67 5.91 Risk-free rate 1.08 % 0.49 % Dividend yield - % - % |
Schedule of fair value of warrant liabilities | Warrant Fair value, December 31, 2020 $ 1,156,512 Gain on change in fair value (1) (736,389 ) Fair value, March 31, 2021 $ 420,123 (1) Represents the non-cash gain on change in valuation of the Private Warrants and Representative’s Warrants and is included in Gain on change in fair value of warrant liability on the statement of operations. |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($) | Nov. 12, 2020 | Mar. 31, 2021 |
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||
Number of units (in Shares) | 65,000 | |
Number of purchase share (in Shares) | 3,750,000 | |
Market price per right (in Dollars per share) | $ 0.20 | |
Cash underwriting fee | $ 1,575,000 | |
Fair value of warrants | 424,270 | |
Other cash | 653,250 | |
Other offering cost | $ 593,861 | |
Initial public offering, description | Following the closing of the IPO on November 12, 2020, $91,530,000 ($10.17 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) and invested only 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 money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination, (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (iii) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the IPO (the “Combination Period”), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholder. | |
Aggregate fair market value, percentage | 80.00% | |
Outstanding voting securities percentage | 50.00% | |
Business combination description | The Company will provide holders of the Company’s outstanding shares of Class A ordinary shares, par value $0.0001 per share, sold in the IPO (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares (as defined below) upon the completion of the initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.17 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). | |
Net tangible assets least | $ 5,000,001 | |
Redeem public shares, percentage | 100.00% | |
Business combination agreement, description | The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.17 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.17 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. | |
Working capital | $ 727,773 | |
Capital contribution | 25,000 | |
Cash | $ 727,773 | |
Initial Public Offering [Member] | ||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||
Sale of stock (in Shares) | 9,000,000 | 9,000,000 |
Sale of stock price per share (in Dollars per share) | $ 10 | $ 10 |
Transaction cost | $ 3,246,381 | |
Private Placement [Member] | ||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||
Private placement units (in Shares) | 479,000 | |
Proposed Public Offering [Member] | ||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||
Trust account per public share (in Dollars per share) | $ 10 | |
I-Banker [Member] | ||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||
Number of purchase share (in Shares) | 1,250,000 | |
Market price per right (in Dollars per share) | $ 0.20 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Foreign financial institutions man dated deposits | $ 250,000 | |
Trust account held in marketable securities | $ 7,995 | |
Common stock warrants issued (in Shares) | 479,000 | |
Deferred offering costs | $ 3,246,381 | |
Underwriting fee | 1,575,000 | |
Representative’s warrants | 424,270 | |
Other cash | $ 653,250 | |
Other offering costs | $ 593,861 | |
Aggregate class A ordinary shares (in Shares) | 6,137,400 | |
Marketable securities [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Trust account held in marketable securities | $ 91,542,554 | |
Initial Public Offering [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Common stock warrants issued (in Shares) | 450,000 | |
Class A Ordinary Shares [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Shares subject to possible redemption (in Shares) | 8,558,147 | 8,558,147 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted loss per ordinary share | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Numerator: Net income allocable to Class A ordinary shares subject to possible redemption | |
Amortized Interest income on Treasury securities held in trust | $ 10,632 |
Less: interest available to be withdrawn for payment of taxes | |
Net income allocable to Class A ordinary shares subject to possible redemption | $ 10,632 |
Denominator: Weighted Average Redeemable Class A ordinary shares | |
Redeemable Class A Ordinary shares, Basic and Diluted (in Shares) | shares | 8,496,531 |
Basic and Diluted net income per share, Redeemable Class A Ordinary shares | $ 0 |
Numerator: Net Income minus Redeemable Net Earnings | |
Net Income | 626,634 |
Redeemable Net Loss | (10,632) |
Non-Redeemable Net Income | $ 616,002 |
Denominator: Weighted Average Non-Redeemable Ordinary shares | |
Basic and diluted weighted average shares outstanding, ordinary shares (in Shares) | shares | 3,307,469 |
Basic and diluted net loss per share, ordinary shares (in Dollars per share) | $ / shares | $ 0.19 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | Nov. 12, 2020 | Mar. 31, 2021 |
Initial Public Offering (Details) [Line Items] | ||
Common stock, description | Each unit consists of one share of Class A ordinary shares, one-half warrant to purchase one share of Class A ordinary shares (“Public Warrants”), and one right (“Rights”). Each Public Warrant will entitle the holder to purchase one share of Class A ordinary shares at a price of $11.50 per share, subject to adjustment. | |
Expiration period | 5 years | |
Initial Public Offering [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sale of stock | 9,000,000 | 9,000,000 |
Sale of stock price per share | $ 10 | $ 10 |
Private Placement (Details)
Private Placement (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Private Placement (Details) [Line Items] | |
Aggregate additional shares purchase unit | shares | 65,000 |
Aggregate purchase price | $ | $ 479,000 |
Sale of Stock, Price Per Share | $ / shares | $ 10 |
Redeem public shares, percentage | 100.00% |
Private Placement [Member] | |
Private Placement (Details) [Line Items] | |
Aggregate purchase price | $ | $ 4,790,000 |
Sponsor [Member] | |
Private Placement (Details) [Line Items] | |
Aggregate shares purchase | shares | 414,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Nov. 12, 2020 | Nov. 09, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 24, 2020 |
Related Party Transactions (Details) [Line Items] | |||||
Formation cost (in Dollars) | $ 177,591 | ||||
Working capital loans (in Dollars) | $ 1,500,000 | ||||
Additional price per unit (in Dollars per share) | $ 10 | ||||
Office rent per month (in Dollars) | $ 10,000 | ||||
Unsecured Promissory Note [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Principal amount (in Dollars) | $ 300,000 | ||||
Over-Allotment Option [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Shares subject to forfeiture | 337,500 | ||||
Founder Shares [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Issuance of sponsor shares | 2,875,000 | ||||
Founder shares | 287,500 | ||||
Founder shares outstanding | 2,587,500 | ||||
Shares subject to forfeiture | 337,500 | ||||
Class B Ordinary Shares [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Issuance of sponsor shares | 25,000 | ||||
Issuance of price per share (in Dollars per share) | $ 0.01 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Nov. 12, 2020 | Mar. 31, 2021 |
Commitments and Contingencies (Details) [Line Items] | ||
Underwriters compensation | $ 653,250 | |
Representative warrant description | The Company estimated the fair value of the Representative’s Warrant is $424,270 using the Monte Carlo simulation model. The fair value of the Representative’s Warrant to granted to the underwriters is estimated as of the date of grant using the following assumptions: (1) expected volatility of 24.1%, (2) risk-free interest rate of 0.60% and (3) expected life of 6.05 years. The expected volatility was determined by the Company based on the historical volatilities of a set of comparative special purpose acquisition companies (“SPAC”), and the risk-fee interest rate was determined by reference to the U.S. Treasury yield curve in effect for time period equals to the expected life of the Representative’s Warrant. | |
Cash underwriting discount | 1.75% | |
Gross proceeds from issuance proposed public offering | $ 1,575,000 | |
Percentage of advisory fee | 2.75% | |
Payable to representative at closing balance | $ 2,475,000 | |
Open market purchases, description | The Sponsor has agreed to enter into an agreement in accordance with the guidelines of Rule 10b5-1 under the Exchange Act, to place limit orders, through an independent broker-dealer registered under Section 15 of the Exchange Act which is not affiliated with the Company nor part of the underwriting or selling group, to purchase an aggregate of up to 3,750,000 of the Company’s rights in the open market at market prices, and not to exceed $0.20 per right during the period commencing on the later of (i) the date separate trading of the rights commences or (ii) sixty calendar days after the end of the “restricted period” under Regulation M, continuing until the date that is the earlier of (a) twelve (12) months from the date of the IPO and (b) the date that the Company announces that it has entered into a definitive agreement in connection with its initial Business Combination, or earlier in certain circumstances as described in the limit order agreement. The limit orders will require the Sponsor to purchase any rights offered for sale (and not purchased by another investor) at or below a price of $0.20, until the earlier of (x) the expiration of the buyback period or (y) the date such purchases reach 3,750,000 rights in total. | |
Purchase of additional market shares (in Shares) | 1,250,000 | |
Market share price to exceeds (in Dollars per share) | $ 0.20 | |
Class A Ordinary Shares [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Issuance of underwriter shares (in Shares) | 75,000 | |
Price per share (in Dollars per share) | $ 0.01 | |
Class A Ordinary Shares [Member] | Warrant [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Purchase of warrant | $ 450,000 |
Warrants and Rights (Details)
Warrants and Rights (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Warrants And Rights [Abstract] | |
Warrants, description | Each whole warrant entitles the holder to purchase one share of the Company’s Class A ordinary shares at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.50 per share of Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Company’s Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the Market Value. |
Warrant expire term | 5 years |
Private warrants redemption, description | The Company may call the warrants for redemption (excluding the private warrants, and any outstanding Representative’s Warrants, and any warrants underlying units issued to the Sponsor, initial shareholders, officers, directors or their affiliates in payment of Working Capital Loans made to the Company), in whole and not in part, at a price of $0.01 per warrant: ●at any time while the warrants are exercisable, ● upon not less than 30 days’ prior written notice of redemption to each warrant holder, ● if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period ending on the third trading business day prior to the notice of redemption to warrant holders, and ● if, and only if, there is a current registration statement in effect with respect to the issuance of the Class A ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day until the date of redemption. |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) | Dec. 24, 2020 | Sep. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Nov. 09, 2020 |
Shareholders' Equity (Details) [Line Items] | |||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Forfeited shares | 337,500 | ||||
Business combination warrants, description | The Company’s initial shareholders have agreed not to transfer, assign or sell 50% its founder shares until the earlier to occur of (i) six months after the date of the consummation of the initial Business Combination or (ii) the date on which the closing price of the Company’s Class A 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 the initial Business Combination and the remaining 50% of the founder shares may not be transferred, assigned or sold until six months after the date of the consummation of the initial Business Combination, or earlier, in either case, if, subsequent to the initial Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders having the right to exchange their shares for cash, securities or other property. | ||||
Over-Allotment Option [Member] | |||||
Shareholders' Equity (Details) [Line Items] | |||||
Ordinary shares, shares issued | 2,250,000 | ||||
Class A ordinary shares [Member] | |||||
Shareholders' Equity (Details) [Line Items] | |||||
Ordinary shares, shares authorized | 500,000,000 | ||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | ||||
Ordinary shares, shares issued | 995,853 | ||||
Shares subject to possible redemption | 8,558,147 | ||||
Ordinary shares, shares outstanding | 995,853 | ||||
Class B ordinary shares [Member] | |||||
Shareholders' Equity (Details) [Line Items] | |||||
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 | |||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Ordinary shares, shares issued | 2,250,000 | 2,250,000 | |||
Ordinary shares, subscribed | 2,875,000 | ||||
Ordinary shares, subscribed amount (in Dollars) | $ 25,000 | ||||
Issued and outstanding share percentage (in Dollars) | $ 0.01 | ||||
Ordinary shares, shares outstanding | 2,250,000 | 2,250,000 | |||
Founder shares [Member] | |||||
Shareholders' Equity (Details) [Line Items] | |||||
Ordinary shares, shares issued | 2,587,500 | ||||
Initial stockholders holding an aggregate of founders shares | 287,500 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / shares | |
Fair Value Disclosures [Abstract] | |
Held in trust account cash | $ 7,995 |
Interest Income, Securities, US Treasury and Other US Government | $ 91,545,039 |
Strike price (in Dollars per share) | $ / shares | $ 12 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Marketable Securities [Line Items] | |
Amortized Cost and Carrying Value | $ 91,553,034 |
Gross Unrealized Gains | (2,485) |
Gross Unrealized Losses | |
Fair Value | 91,550,549 |
U.S. Money Market [Member] | |
Marketable Securities [Line Items] | |
Amortized Cost and Carrying Value | 7,995 |
Gross Unrealized Gains | |
Gross Unrealized Losses | |
Fair Value | 7,995 |
U.S. Treasury Securities [Member] | |
Marketable Securities [Line Items] | |
Amortized Cost and Carrying Value | 91,545,039 |
Gross Unrealized Gains | (2,485) |
Gross Unrealized Losses | |
Fair Value | $ 91,542,554 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of fair value measured on recurring basis | Mar. 31, 2021USD ($) |
Private Warrants [Member] | |
Fair Value Measurements (Details) - Schedule of fair value measured on recurring basis [Line Items] | |
Total warrant liabilities | $ 173,783 |
Representative’s Warrant [Member] | |
Fair Value Measurements (Details) - Schedule of fair value measured on recurring basis [Line Items] | |
Total warrant liabilities | 246,340 |
Total warrant liabilities [Member] | |
Fair Value Measurements (Details) - Schedule of fair value measured on recurring basis [Line Items] | |
Total warrant liabilities | 420,123 |
Level 1 [Member] | Private Warrants [Member] | |
Fair Value Measurements (Details) - Schedule of fair value measured on recurring basis [Line Items] | |
Total warrant liabilities | |
Level 1 [Member] | Total warrant liabilities [Member] | |
Fair Value Measurements (Details) - Schedule of fair value measured on recurring basis [Line Items] | |
Total warrant liabilities | |
Level 2 [Member] | Private Warrants [Member] | |
Fair Value Measurements (Details) - Schedule of fair value measured on recurring basis [Line Items] | |
Total warrant liabilities | |
Level 2 [Member] | Total warrant liabilities [Member] | |
Fair Value Measurements (Details) - Schedule of fair value measured on recurring basis [Line Items] | |
Total warrant liabilities | |
Level 3 [Member] | Private Warrants [Member] | |
Fair Value Measurements (Details) - Schedule of fair value measured on recurring basis [Line Items] | |
Total warrant liabilities | 173,783 |
Level 3 [Member] | Representative’s Warrant [Member] | |
Fair Value Measurements (Details) - Schedule of fair value measured on recurring basis [Line Items] | |
Total warrant liabilities | 246,340 |
Level 3 [Member] | Total warrant liabilities [Member] | |
Fair Value Measurements (Details) - Schedule of fair value measured on recurring basis [Line Items] | |
Total warrant liabilities | $ 420,123 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of quantitative information regarding Level 3 fair value measurements [Abstract] | ||
Exercise price (in Dollars per share) | $ 11.50 | $ 11.50 |
Share price (in Dollars per share) | $ 9.99 | $ 10.24 |
Volatility | 12.50% | 11.70% |
Expected life | 5 years 244 days | 5 years 332 days |
Risk-free rate | 1.08% | 0.49% |
Dividend yield |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities - Warrant Liability [Member] | 3 Months Ended | |
Mar. 31, 2021USD ($) | ||
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items] | ||
Fair value, December 31, 2020 | $ 1,156,512 | |
Fair value, March 31, 2021 | 420,123 | |
Gain on change in fair value | $ (736,389) | [1] |
[1] | Represents the non-cash gain on change in valuation of the Private Warrants and Representative’s Warrants and is included in Gain on change in fair value of warrant liability on the statement of operations. |