Surrozen (SRZN) 10-Q 24 May 21 2021 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2021	May 19, 2021
Document and Entity Information
Document Type	10-Q
Document Period End Date	Mar. 31, 2021
Entity Registrant Name	Consonance-HFW Acquisition Corp.
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001824893
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Amendment Flag	false
Document Transition Report	false
Entity Address, State or Province	NJ
Document Quarterly Report	true
Class A ordinary
Document and Entity Information
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	CHFW
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		9,634,000
Class B ordinary
Document and Entity Information
Entity Common Stock, Shares Outstanding		2,300,000
Units, each consisting of one share of Class A ordinary shares, and one-third of a redeemable Warrant to acquire one Class A ordinary share
Document and Entity Information
Title of 12(b) Security	units, each consisting of one Class A ordinary share and one-third of a warrant to acquire one Class A ordinary share
Trading Symbol	CHFW.U
Security Exchange Name	NYSE
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Document and Entity Information
Title of 12(b) Security	Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	CHFW.W
Security Exchange Name	NYSE

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets
Cash	$ 774,931	$ 987,187
Prepaid expenses	633,825	790,341
Total Current Assets	1,408,756	1,777,528
Cash and marketable securities held in Trust Account	92,026,912	91,997,501
TOTAL ASSETS	93,435,668	93,775,029
Current liabilities
Accrued expenses	986,585	290,148
Total Current Liabilities	986,585	290,148
Warrant liability	2,601,180	3,404,014
Deferred underwriting fee payable	3,220,000	3,220,000
Total Liabilities	6,807,765	6,914,162
Commitments
Class A ordinary shares subject to possible redemption 8,162,790 and 8,186,086 shares at redemption value at March 31, 2021 and December 31, 2020	81,627,900	81,860,860
Stockholder's Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Additional paid-in capital	7,354,918	7,121,960
Accumulated deficit	(2,355,292)	(2,122,328)
Total Stockholder's Equity	5,000,003	5,000,007
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	93,435,668	93,775,029
Class A ordinary
Stockholder's Equity
Common stock	147	145
Class B ordinary
Stockholder's Equity
Common stock	$ 230	$ 230

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Temporary equity, shares outstanding	8,162,790	8,186,086
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A ordinary
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	350,000,000	350,000,000
Common shares, shares issued	1,471,210	1,447,914
Common shares, shares outstanding	1,471,210	1,447,914
Class B ordinary
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	150,000,000	150,000,000
Common shares, shares issued	2,300,000	2,300,000
Common shares, shares outstanding	2,300,000	2,300,000

CONDENSED STATEMENT OF OPERATIO

CONDENSED STATEMENT OF OPERATIONS	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Operating and formation costs	$ 1,065,209
Loss from operations	(1,065,209)
Other income:
Interest earned on marketable securities held in Trust Account	23,112
Changes in fair value of warrant liability	802,834
Unrealized gain on marketable securities held in Trust Account	6,299
Other income	832,245
Net loss	(232,964)
Class A ordinary shares subject to redemption
Other income:
Interest earned on marketable securities held in Trust Account	20,507
Unrealized gain on marketable securities held in Trust Account	$ 5,589
Basic and diluted weighted average shares outstanding | shares	8,186,086
Basic and diluted net income (Loss) per share | $ / shares	$ 0
Non-redeemable ordinary shares
Other income:
Net loss	$ (232,964)
Basic and diluted weighted average shares outstanding | shares	3,747,914
Basic and diluted net income (Loss) per share | $ / shares	$ (0.07)

CONDENSED STATEMENT OF CHANGES

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - 3 months ended Mar. 31, 2021 - USD ($)	Total	Additional Paid-in Capital	Accumulated Deficit	Class A ordinaryCommon Stock	Class B ordinaryCommon Stock
Balance at the beginning at Dec. 31, 2020	$ 5,000,007	$ 7,121,960	$ (2,122,328)	$ 145	$ 230
Balance at the beginning (in shares) at Dec. 31, 2020				1,447,914	2,300,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Change in value of Class A ordinary shares subject to redemption	232,960	232,958		$ 2
Change in value of Class A ordinary shares subject to redemption (in shares)				23,296
Net loss	(232,964)		(232,964)
Balance at the end at Mar. 31, 2021	$ 5,000,003	$ 7,354,918	$ (2,355,292)	$ 147	$ 230
Balance at the end (in shares) at Mar. 31, 2021				1,471,210	2,300,000

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS	3 Months Ended
	Mar. 31, 2021USD ($)
Cash Flows from Operating Activities:
Net loss	$ (232,964)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(23,112)
Changes in fair value of warrant liability	(802,834)
Unrealized gain on marketable securities held in Trust Account	(6,299)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	156,516
Accrued expenses	696,437
Net cash used in operating activities	(212,256)
Net Change in Cash	(212,256)
Cash – Beginning of period	987,187
Cash – End of period	774,931
Non-Cash investing and financing activities:
Change in value of Class A ordinary shares subject to possible redemption	$ (232,960)

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	3 Months Ended
	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Consonance-HFW The Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2021, the Company had not commenced any operations. All activity through March 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering became effective on November 18, 2020. On November 23, 2020, the Company consummated the Initial Public Offering of 8,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $80,000,000 which is described in Note 3. Simultaneously with the consummation of the Initial Public Offering, the Company consummated the sale of 410,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to Consonance Life Sciences (the “Sponsor”), generating gross proceeds of $4,100,000, which is described in Note 4. Following the consummation of the Initial Public Offering on November 23, 2020, an amount of $80,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 On December 1, 2020, the underwriters fully exercised their over-allotment option, resulting in an additional 1,200,000 Units issued for an aggregate amount of $12,000,000. In connection with the underwriters’ full exercise of their over-allotment option, the Company also consummated the sale of an additional 24,000 Private Placement Units at $10.00 per Private Placement Unit, generating total proceeds of $12,240,000. A total of $12,000,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $92,000,000. Transaction costs amounted to $5,658,864, consisting of $1,840,000 of underwriting fees, $2,800,000 of deferred underwriting fees and $598,864 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriting commissions held in the Trust Account and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. On April 15, 2021, the Company has entered into a Business Combination Agreement with Surrozen, Inc., see Note 10. Subsequent Events — Business Combination Agreement and PIPE Financing, however, There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including 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. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19

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 unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the condensed financial statements in conformity with 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 at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash 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. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At March 31, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash 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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption 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 Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, 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. 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 condensed 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 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s condensed financial statements and prescribes a recognition threshold and measurement process for condensed 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were unrecognized tax benefits and amounts accrued for interest and penalties as of March , and December , . The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Loss Per Ordinary Share Net loss per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 3,211,334 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of loss per share for ordinary shares subject to possible redemption in a manner similar to the two-class Net loss per share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): Three Months Ended March 31, 2021 Class A ordinary Shares subject to possible redemption Numerator: Earnings allocable to Class A ordinary shares subject to possible redemption Interest earned on marketable securities held in Trust Account $ 20,507 Unrealized gain on marketable securities held in Trust Account 5,589 Net income attributable $ 26,096 Denominator: Weighted Average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 8,186,086 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.00 Non-Redeemable Numerator: Net Loss minus Net Earnings Net loss $ (232,964 ) Less: Net income allocable to Class A ordinary shares subject to possible redemption (26,096 ) Non-Redeemable $ (259,060 ) Denominator: Weighted Average Non-redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 3,747,914 Basic and diluted net loss per share, Non-redeemable $ (0.07 ) 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 of $250,000. The Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	3 Months Ended
	Mar. 31, 2021
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 9,200,000 Units, inclusive of 1,200,000 Units sold to the underwriters on December 1, 2020 upon the underwriters’ election to fully exercise their over-allotment option, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third On December 1, 2020, the underwriters fully exercised their over-allotment option, resulting in an additional 1,200,000 Units issued for an aggregate amount of $12,000,000. In connection with the underwriters’ full exercise of their over-allotment option, the Company also consummated the sale of an additional 24,000 Private Placement Units at $10.00 per Private Placement Unit, generating total proceeds of $12,240,000. A total of $12,000,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $92,000,000.

PRIVATE PLACEMENT

PRIVATE PLACEMENT	3 Months Ended
	Mar. 31, 2021
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the consummation of the Initial Public Offering, the Sponsor purchased an aggregate of 410,000 Private Placement Units at a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $4,100,000. On December 1, 2020, as a result of the underwriters’ election to fully exercise their over-allotment option, the Sponsor purchased an additional 24,000 Private Placement Units, at a price of $10.00 per Private Placement Unit, or $240,000 in the aggregate (see Note 8). Each Private Placement Unit consists of one Class A ordinary share (“Private Placement Share” or, collectively, “Private Placement Shares”) and one-third

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On September 4, 2020, the Sponsor paid $ to cover certain offering and formation costs of the Company in consideration for Class B ordinary shares. On October , and November , , and Class B ordinary shares were contributed back to the Company for consideration, respectively, resulting in there being Class B ordinary shares (the “Founder Shares”) being issued and outstanding. The Founder Shares include an aggregate of up to shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will collectively represent % of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering (not including the Private Placement Shares). On December , , the underwriters fully exercised their over-allotment option, therefore there are no Founder Shares subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share any 30-trading day Administrative Services Agreement The Company entered into an agreement, commencing on November 18, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $55,000 per month for office space and administrative support services. For the period three months ended March 31, 2021, the Company incurred and paid $165,000 of such fees. Related Party Loans 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 directors and officers 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, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Units of the post-Business Combination entity at a price of $10.00 per Private Placement Unit. The Private Placement Units would be identical to the Units. As of March 31, 2021 and December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans.

COMMITMENTS

COMMITMENTS	3 Months Ended
	Mar. 31, 2021
COMMITMENTS
COMMITMENTS	NOTE 6. COMMITMENTS Registration and Shareholder Rights Pursuant to a registration rights agreement entered into on November 18, 2020, the holders of the Founder Shares, Private Placement Units (including securities contained therein) and warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Units and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $3,220,000 in the aggregate (see Note 8). The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	3 Months Ended
	Mar. 31, 2021
Stockholders' Equity Note [Abstract]
STOCKHOLDERS' EQUITY	NOTE 7. STOCKHOLDERS’ EQUITY Preference Shares — Class A ordinary shares — Class B ordinary shares — Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of a Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted

WARRANT LIABILITY

WARRANT LIABILITY	3 Months Ended
	Mar. 31, 2021
Stockholders' Equity Note [Abstract]
WARRANT LIABILITY	NOTE 8. WARRANT LIABILITY Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; if the Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that during such 30 day period holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the fair market value of the Class A ordinary shares, that if the warrants are not exercised on a cashless basis or otherwise during such 30 day period, the Company shall redeem such warrants for $0.10 per share; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day before the Company sends the notice of redemption to the warrant holders; and • if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. 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 a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (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 Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than % of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $ per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to % of the higher of the Market Value and the Newly Issued Price, and the $ and $ per share redemption trigger price will be adjusted (to the nearest cent) to be equal to % and % of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable,

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, December 31, Assets: Marketable securities held in Trust Account 1 $ 92,026,912 $ 91,997,501 Liabilities: Warrant liability – Public Warrants 1 $ 2,484,000 $ 3,250,667 Warrant liability – Private Placement Warrants 3 117,180 153,347 The Warrants were accounted for as liabilities in accordance with ASC 815-40 Both the Private Placement Warrants and the Public Warrants were initially valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. As of March 31, 2021, the Public Warrants were valued using the instrument’s publicly listed trading notice as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. The Private Warrants were valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates will be implied from the Company’s own public warrant pricing. A binomial lattice model methodology was also used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the Warrants from the Units, the close price of the Public Warrant price will be used as the fair value as of each relevant date. The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ 153,347 $ 3,250,667 $ 3,404,014 Change in valuation inputs or other assumptions (36,167 ) (766,667 ) (802,834 ) Fair value as of March 31, 2021 $ 117,180 $ 2,484,000 $ 2,601,180 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2021
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, except as set forth below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. Business Combination Agreement and PIPE Financing On April 15, 2021, the Company entered into a business combination agreement with Surrozen, Inc. (“Surrozen”), pursuant to which a wholly-owned subsidiary of the Company will merge with and into Surrozen, with Surrozen surviving as a wholly-owned subsidiary of the Company and the Company will redomicile as a Delaware corporation. In accordance with the terms and subject to the conditions of the Business Combination Agreement, each share and equity award (whether vested or unvested) of Surrozen outstanding as of closing will be exchanged for shares of the Company’s common stock or comparable equity awards that are settled or are exercisable for shares of the Company’s common stock, as applicable, based on an implied Surrozen equity value of $200,000,000 and a $10.00 per share value of the Company’s Common Stock. In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, the Company entered into Subscription Agreements with certain investors (the “Subscription Agreements” and such investors, the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and the Company has agreed to issue and sell to the PIPE Investors, an aggregate of 12,020,000 units, each consisting of one share of the Company’s common stock and one-third

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Use of Estimates	Use of Estimates The preparation of the condensed financial statements in conformity with 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 at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash 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. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At March 31, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills.
Warrant Liability	Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash
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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption 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 Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, 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.
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 condensed 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 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s condensed financial statements and prescribes a recognition threshold and measurement process for condensed 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were unrecognized tax benefits and amounts accrued for interest and penalties as of March , and December , . The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Net Loss Per Ordinary Share	Net Loss Per Ordinary Share Net loss per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 3,211,334 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of loss per share for ordinary shares subject to possible redemption in a manner similar to the two-class Net loss per share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): Three Months Ended March 31, 2021 Class A ordinary Shares subject to possible redemption Numerator: Earnings allocable to Class A ordinary shares subject to possible redemption Interest earned on marketable securities held in Trust Account $ 20,507 Unrealized gain on marketable securities held in Trust Account 5,589 Net income attributable $ 26,096 Denominator: Weighted Average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 8,186,086 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.00 Non-Redeemable Numerator: Net Loss minus Net Earnings Net loss $ (232,964 ) Less: Net income allocable to Class A ordinary shares subject to possible redemption (26,096 ) Non-Redeemable $ (259,060 ) Denominator: Weighted Average Non-redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 3,747,914 Basic and diluted net loss per share, Non-redeemable $ (0.07 )
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 of $250,000. The Company has not experienced losses on these accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Schedule of basic and diluted net income (loss) per ordinary share	The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): Three Months Ended March 31, 2021 Class A ordinary Shares subject to possible redemption Numerator: Earnings allocable to Class A ordinary shares subject to possible redemption Interest earned on marketable securities held in Trust Account $ 20,507 Unrealized gain on marketable securities held in Trust Account 5,589 Net income attributable $ 26,096 Denominator: Weighted Average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 8,186,086 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.00 Non-Redeemable Numerator: Net Loss minus Net Earnings Net loss $ (232,964 ) Less: Net income allocable to Class A ordinary shares subject to possible redemption (26,096 ) Non-Redeemable $ (259,060 ) Denominator: Weighted Average Non-redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 3,747,914 Basic and diluted net loss per share, Non-redeemable $ (0.07 )

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of company's assets that are measured at fair value on a recurring basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, December 31, Assets: Marketable securities held in Trust Account 1 $ 92,026,912 $ 91,997,501 Liabilities: Warrant liability – Public Warrants 1 $ 2,484,000 $ 3,250,667 Warrant liability – Private Placement Warrants 3 117,180 153,347
Summary of fair value of the warrant liabilities	The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ 153,347 $ 3,250,667 $ 3,404,014 Change in valuation inputs or other assumptions (36,167 ) (766,667 ) (802,834 ) Fair value as of March 31, 2021 $ 117,180 $ 2,484,000 $ 2,601,180

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)	Dec. 01, 2020USD ($)$ / sharesshares	Nov. 23, 2020USD ($)$ / sharesshares	Mar. 31, 2021USD ($)$ / shares	Dec. 31, 2020USD ($)
Subsidiary, Sale of Stock [Line Items]
Condition for future business combination number of businesses minimum				1
Proceeds from issuance of units	$ 12,240,000
Assets Held-in-trust	92,000,000
Additions to assets held in trust	$ 12,000,000
Transaction Costs			$ 5,658,864
Underwriting fees			1,840,000
Deferred underwriting fee payable			3,220,000	$ 3,220,000
Other offering costs			$ 598,864
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account			80.00%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination			50.00%
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts | shares	9,200,000	8,000,000
Share price | $ / shares		$ 10	$ 10
Proceeds from issuance of units		$ 80,000,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts | shares	24,000	410,000
Share price | $ / shares	$ 10	$ 10
Proceeds from issuance of units	$ 240,000	$ 4,100,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts | shares	1,200,000
Proceeds from issuance of units	$ 12,000,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Unrecognized tax benefits	$ 0	$ 0
Amounts accrued for the payment of interest and penalties	0	$ 0
Federal Depository Insurance Coverage	$ 250,000
Initial Public Offering and private placement
Number of warrants to purchase shares issued	3,211,334

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basic and diluted net income (loss) per ordinary share (Details)	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Net loss	$ (232,964)
Interest earned on marketable securities held in Trust Account	23,112
Unrealized gain on marketable securities held in Trust Account	6,299
Class A ordinary Shares subject to possible redemption
Interest earned on marketable securities held in Trust Account	20,507
Unrealized gain on marketable securities held in Trust Account	5,589
Net income (loss)	$ 26,096
Basic and diluted weighted average shares outstanding | shares	8,186,086
Basic and diluted net loss per share | $ / shares	$ 0
Non-redeemable ordinary shares
Net loss	$ (232,964)
Less: Net income allocable to Class A ordinary shares subject to possible redemption	(26,096)
Net income (loss)	$ (259,060)
Basic and diluted weighted average shares outstanding | shares	3,747,914
Basic and diluted net loss per share | $ / shares	$ (0.07)

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - USD ($)	Dec. 01, 2020	Nov. 23, 2020	Mar. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of units	$ 12,240,000
Additions to assets held in trust	12,000,000
Assets Held-in-trust	$ 92,000,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of Units (in shares)	9,200,000	8,000,000
Share price		$ 10	$ 10
Proceeds from issuance of units		$ 80,000,000
Initial Public Offering | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Shares per unit		1
Warrants per unit		0.33
Shares per warrant		1
Exercise price of warrants		$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Units (in shares)	1,200,000
Proceeds from issuance of units	$ 12,000,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Sale of Units (in shares)	24,000	410,000
Share price	$ 10	$ 10
Shares per unit	1
Proceeds from issuance of units	$ 240,000	$ 4,100,000

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)	Dec. 01, 2020	Nov. 23, 2020	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of units	$ 12,240,000
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrant			$ 11.50
Private Placement
Subsidiary, Sale of Stock [Line Items]
Sale of Units (in shares)	24,000	410,000
Share price	$ 10	$ 10
Proceeds from issuance of units	$ 240,000	$ 4,100,000
Shares per unit	1
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Warrants per unit	0.33

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Nov. 10, 2020USD ($)shares	Oct. 08, 2020USD ($)shares	Sep. 04, 2020USD ($)item$ / sharesshares	Mar. 31, 2021shares	Dec. 31, 2020shares
Class B ordinary
Related Party Transaction [Line Items]
Common shares, shares issued (in shares)				2,300,000	2,300,000
Common shares, shares outstanding (in shares)				2,300,000	2,300,000
Class A ordinary
Related Party Transaction [Line Items]
Common shares, shares issued (in shares)				1,471,210	1,447,914
Common shares, shares outstanding (in shares)				1,471,210	1,447,914
Founder Shares | Class B ordinary
Related Party Transaction [Line Items]
Stock repurchased during the period | $	$ 0	$ 0
Stock repurchased during the period ( in shares)	575,000	718,750
Common shares, shares issued (in shares)			2,300,000
Common shares, shares outstanding (in shares)			2,300,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders				20.00%
Founder Shares | Sponsor
Related Party Transaction [Line Items]
Shares subject to forfeiture				300,000
Founder Shares | Sponsor | Class B ordinary
Related Party Transaction [Line Items]
Number of shares issued			3,593,750
Aggregate purchase price | $			$ 25,000
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | item			20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | item			30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences			150 days
Founder Shares | Sponsor | Class A ordinary
Related Party Transaction [Line Items]
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares			$ 12

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)	Nov. 18, 2020	Mar. 31, 2021	Dec. 31, 2020
Administrative Services Agreement
Related Party Transaction [Line Items]
Expenses per month	$ 55,000
Expenses incurred and paid		$ 165,000
Related Party Loans | Working capital loans warrant
Related Party Transaction [Line Items]
Loan conversion agreement warrant		$ 1,500,000	$ 1,500,000
Price of warrant		$ 10	$ 10

COMMITMENTS (Details)

COMMITMENTS (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
COMMITMENTS
Deferred fee per unit	$ 0.35
Deferred underwriting fee payable	$ 3,220,000	$ 3,220,000

STOCKHOLDERS' EQUITY - Preferre

STOCKHOLDERS' EQUITY - Preferred Stock Shares (Details) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

STOCKHOLDERS' EQUITY - Common S

STOCKHOLDERS' EQUITY - Common Stock Shares (Details)	Mar. 31, 2021item$ / sharesshares	Dec. 31, 2020item$ / sharesshares
Class A ordinary
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	350,000,000	350,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | item	1	1
Common shares, shares issued (in shares)	1,471,210	1,447,914
Common shares, shares outstanding (in shares)	1,471,210	1,447,914
Common stock subject to possible redemption, issued (in shares)	8,162,790	8,186,086
Class B ordinary
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	150,000,000	150,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | item	1	1
Common shares, shares issued (in shares)	2,300,000	2,300,000
Common shares, shares outstanding (in shares)	2,300,000	2,300,000
Common stock subject to possible redemption, issued (in shares)	2,300,000

WARRANT LIABILITY (Details)

WARRANT LIABILITY (Details)	3 Months Ended
	Mar. 31, 2021itemd$ / shares
Class of Warrant or Right [Line Items]
Threshold number of business days before sending notice of redemption to warrant holders | item	3
Trading period after business combination used to measure dilution of warrant | d	20
Warrants
Class of Warrant or Right [Line Items]
Maximum period after business combination in which to file registration statement	20 days
Period of time within which registration statement is expected to become effective	60 days
Private Placement Warrants
Class of Warrant or Right [Line Items]
Restrictions on transfer period of time after business combination completion	30 days
Public Warrants
Class of Warrant or Right [Line Items]
Warrant exercise period condition one	30 days
Warrant exercise period condition two	1 year
Public Warrants expiration term	5 years
Warrant redemption condition minimum share price scenario two	$ 18
Share price trigger used to measure dilution of warrant	$ 9.20
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant	60
Warrant exercise price adjustment multiple	115
Warrant redemption price adjustment multiple	100
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Warrant redemption condition minimum share price	$ 10
Warrant redemption condition minimum share price scenario two	18
Redemption price per public warrant (in dollars per share)	$ 0.01
Threshold trading days for redemption of public warrants | item	20
Threshold consecutive trading days for redemption of public warrants | item	30
Redemption period	30 days
Warrant redemption price adjustment multiple	180
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Class of Warrant or Right [Line Items]
Warrant redemption condition minimum share price	$ 10
Warrant redemption condition minimum share price scenario two	18
Redemption price per public warrant (in dollars per share)	$ 0.10
Threshold trading days for redemption of public warrants | item	30
Redemption period	30 days

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Assets:
Marketable securities held in Trust Account	$ 92,026,912	$ 91,997,501
Liabilities:
Warrant Liability	2,601,180	3,404,014
Level 1 | Recurring
Assets:
Marketable securities held in Trust Account	92,026,912	91,997,501
Level 1 | Recurring | Public Warrants
Liabilities:
Warrant Liability	2,484,000	3,250,667
Level 3 | Recurring | Private Placement Warrants
Liabilities:
Warrant Liability	$ 117,180	$ 153,347

FAIR VALUE MEASUREMENTS - Summa

FAIR VALUE MEASUREMENTS - Summary of fair value of the warrant liabilities (Details)	3 Months Ended
	Mar. 31, 2021USD ($)
Warrants Liabilities
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as of January 1, 2021	$ 3,404,014
Change in valuation inputs or other assumptions	(802,834)
Fair value as of March 31, 2021	2,601,180
Private Placement Warrants
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as of January 1, 2021	153,347
Change in valuation inputs or other assumptions	(36,167)
Fair value as of March 31, 2021	117,180
Public Warrants
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as of January 1, 2021	3,250,667
Change in valuation inputs or other assumptions	(766,667)
Fair value as of March 31, 2021	$ 2,484,000

FAIR VALUE MEASUREMENTS - Addit

FAIR VALUE MEASUREMENTS - Additional Information (Details)	3 Months Ended
	Mar. 31, 2021USD ($)
Warrants Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Transfers in or out of level 3	$ 0

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details)	Apr. 15, 2021USD ($)$ / sharesshares
Subscription Agreement [Member] | PIPE Investors [Member]
Stock issued during period shares new shares | shares	12,020,000
Sale of stock price per share	$ 10
Subscription Agreement [Member] | PIPE Investors [Member] | PIPE Warrants [Member]
Proceeds from issuance of warrants | $	$ 120,200,000
Common Stock [Member] | Subscription Agreement [Member] | PIPE Investors [Member]
Warrant voting right per share | shares	1
Class of warrant or right exercise price of warrants or rights	$ 11.50
Subsequent Event [Member] | Business Combination Agreement [Member]
Business Acquisition equity interest issued or issuable value assigned | $	$ 200,000,000
Subsequent Event [Member] | Common Stock [Member] | Business Combination Agreement [Member]
Business acquisition share price	$ 10