Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Apr. 30, 2021 | Jun. 21, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | European Sustainable Growth Acquisition Corp. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001832505 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Apr. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-39917 | |
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 | 14,435,000 | |
Class B ordinary shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 3,593,750 |
Condensed Balance Sheet (Unaudi
Condensed Balance Sheet (Unaudited) | Apr. 30, 2021USD ($) |
Current assets | |
Cash | $ 751,925 |
Prepaid expenses | 327,327 |
Total Current Assets | 1,079,252 |
Cash and marketable securities held in Trust Account | 143,763,697 |
Total Assets | 144,842,949 |
Current Liabilities | |
Accrued expenses | 102,760 |
Accrued offering costs | 25,000 |
Total Current Liabilities | 127,760 |
Warrant liability | 2,668,750 |
Total Liabilities | 2,796,510 |
Commitments and Contingencies | |
Class A ordinary shares subject to possible redemption; 13,703,338 shares at redemption value | 137,046,436 |
Shareholders’ Equity | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Class A ordinary shares, $0.0001 par value; 100,000,000 shares authorized; 731,662 issued and outstanding (excluding 13,703,338 shares subject to possible redemption) | 73 |
Class B ordinary shares, $0.0001 par value; 10,000,000 shares authorized; 3,593,750 issued and outstanding | 359 |
Additional paid-in capital | 4,478,842 |
Retained earnings | 520,729 |
Total Shareholders’ Equity | 5,000,003 |
Total Liabilities and Shareholders’ Equity | $ 144,842,949 |
Condensed Balance Sheet (Unau_2
Condensed Balance Sheet (Unaudited) (Parentheticals) | Apr. 30, 2021$ / sharesshares |
Preference shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preference shares, shares authorized | 1,000,000 |
Preference shares, shares issued | 0 |
Preference shares, shares outstanding | 0 |
Class A ordinary shares | |
Ordinary shares, possible redemption (in Dollars per share) | $ / shares | $ 13,703,338 |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized | 100,000,000 |
Ordinary shares, share issued | 731,662 |
Ordinary shares, share outstanding | 731,662 |
Class B ordinary shares | |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized | 10,000,000 |
Ordinary shares, share issued | 3,593,750 |
Ordinary shares, share outstanding | 3,593,750 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended |
Apr. 30, 2021 | Apr. 30, 2021 | |
Income Statement [Abstract] | ||
Formation and operational costs | $ 199,420 | $ 213,499 |
Loss from operations | (199,420) | (213,499) |
Other income (expense): | ||
Change in fair value of warrant liability | 743,750 | 743,750 |
Transaction costs allocable to warrant liability | (23,219) | |
Interest earned on marketable securities held in Trust Account | 13,496 | 13,697 |
Unrealized loss on marketable securities held in Trust Account | (920) | |
Other income, net | 756,326 | 734,228 |
Net income | $ 556,906 | $ 520,729 |
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption (in Shares) | 13,648,847 | 13,629,259 |
Basic and diluted net income per share, Class A ordinary shares subject to redemption (in Dollars per share) | $ 0 | $ 0 |
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares (in Shares) | 4,379,903 | 3,859,778 |
Basic and diluted net income per share, Non-redeemable ordinary shares (in Dollars per share) | $ 0.12 | $ 0.13 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders’ Equity (Unaudited) - USD ($) | Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in Capital | (Accumulated Deficit) Retained Earnings | Total |
Balance at Nov. 10, 2020 | |||||
Balance (in Shares) at Nov. 10, 2020 | |||||
Issuance of Class B ordinary shares to Sponsor | $ 359 | 24,641 | 25,000 | ||
Issuance of Class B ordinary shares to Sponsor (in Shares) | 3,593,750 | ||||
Sale of 14,375,000 Units, net of underwriting discounts and offering expenses | $ 1,438 | 139,936,772 | 139,938,210 | ||
Sale of 14,375,000 Units, net of underwriting discounts and offering expenses (in Shares) | 14,375,000 | ||||
Proceeds received in excess of fair value of Private Placement Warrants, net of warrant liability | 962,500 | 962,500 | |||
Issuance of Representative Shares | $ 6 | 599,994 | 600,000 | ||
Issuance of Representative Shares (in Shares) | 60,000 | ||||
Class A ordinary shares subject to redemption | $ (1,366) | (136,488,165) | (136,489,531) | ||
Class A ordinary shares subject to redemption (in Shares) | (13,648,847) | ||||
Net income (loss) | (36,177) | (36,177) | |||
Balance at Jan. 31, 2021 | $ 78 | $ 359 | 5,035,742 | (36,177) | 5,000,002 |
Balance (in Shares) at Jan. 31, 2021 | 786,153 | 3,593,750 | |||
Change in value of ordinary share subject to redemption | $ (5) | (556,901) | (556,906) | ||
Change in value of ordinary share subject to redemption (in Shares) | (54,491) | ||||
Net income (loss) | 556,906 | 556,906 | |||
Balance at Apr. 30, 2021 | $ 73 | $ 359 | $ 4,478,841 | $ 520,729 | $ 5,000,003 |
Balance (in Shares) at Apr. 30, 2021 | 731,662 | 3,593,750 |
Condensed Statements of Chang_2
Condensed Statements of Changes in Shareholders’ Equity (Unaudited) (Parentheticals) | 3 Months Ended |
Jan. 31, 2021shares | |
Statement of Stockholders' Equity [Abstract] | |
Sale of units | 14,375,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) | 6 Months Ended |
Apr. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 520,729 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Payment of formation costs through issuance of Class B ordinary shares | 5,000 |
Interest earned on marketable securities held in Trust Account | (13,697) |
Change in fair value of warrant liability | (743,750) |
Transaction costs allocable to warrant liability | 23,219 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (302,327) |
Accrued expenses | 102,760 |
Net cash used in operating activities | (408,066) |
Cash Flows from Investing Activities: | |
Investment of cash into Trust Account | (143,750,000) |
Net cash used in investing activities | (143,750,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 140,875,000 |
Proceeds from sale of Private Placement Warrants | 4,375,000 |
Proceeds from promissory note — related party | 134,914 |
Repayment of promissory note — related party | (159,914) |
Payment of offering costs | (315,009) |
Net cash provided by financing activities | 144,909,991 |
Net Change in Cash | 751,925 |
Cash – Beginning | |
Cash – Ending | 751,925 |
Non-cash investing and financing activities: | |
Offering costs included in accrued offering costs | 25,000 |
Issuance of Representative Shares | 600,000 |
Initial classification of Class A ordinary shares subject to possible redemption | 136,497,490 |
Change in value of Class A ordinary shares subject to possible redemption | 548,946 |
Offering costs paid by Sponsor in exchange for the issuance of Class B ordinary shares | $ 20,000 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Apr. 30, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS European Sustainable Growth Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on November 10, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). 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 April 30, 2021, the Company had not commenced any operations. All activity for the period from November 10, 2020 (inception) through April 30, 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 income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering became effective on January 21, 2021. On January 26, 2021, the Company consummated the Initial Public Offering of 12,500,000 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 $125,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 4,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to LRT Capital1 LLC (the “Sponsor”) and the underwriters of the Initial Public Offering, generating gross proceeds of $4,000,000, which is described in Note 5. Following the closing of the Initial Public Offering on January 26, 2021, an amount of $125,000,000 ($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 Warrants 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 money market funds investing solely in U.S. Treasuries meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. On January 27, 2021, the underwriters fully exercised their over-allotment option, resulting in an additional 1,875,000 Units issued for an aggregate amount of $18,750,000. In connection with the underwriters’ full exercise of their over-allotment option, the Company also consummated the sale of an additional 375,000 Private Placement Warrants at $1.00 per Private Placement Warrant, generating total proceeds of $375,000. A total of $18,750,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $143,750,000. Transaction costs amounted to $3,835,009, consisting of $2,875,000 of underwriting fees and $960,009 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 Warrants, 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 taxes payable on the income 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. 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 general 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 Public 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. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such Business Combination and, if the Company seeks shareholder approval in connection with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor and the Company’s directors and officers have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive their redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets of at least $5,000,001 either immediately prior to or upon such Business Combination. Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor and EarlyBirdCapital have agreed (a) to waive their redemption rights with respect to any Founder Shares, Representative Shares and Public Shares held by them in connection with the completion of a Business Combination (b) to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Representative Shares if the Company fails to consummate a Business Combination within the Combination Period (as defined below) and (c) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). The Company will have until January 26, 2023 (the “Combination Period”) to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In order to protect the amounts held in the Trust Account, the 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 by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Revision of Previously Issued F
Revision of Previously Issued Financial Statements | 6 Months Ended |
Apr. 30, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for its outstanding Private Placement Warrants as components of equity instead of as derivative liabilities. The warrant agreement governing the Private Placement Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. On April 12, 2021, the staff of the Division of Corporation Finance of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the Company’s warrant agreement. In further consideration of the SEC Statement, the Company’s management further evaluated the Private Placement Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity (“ASC 815-40”). ASC 815-40 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s ordinary shares. Under ASC 815-40, a warrant is not indexed to the issuer’s ordinary shares if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s ordinary shares in the manner contemplated by ASC 815-40 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. As a result of the above, the Company should have classified the Private Placement Warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Private Placement Warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. In addition, the Company allocated costs to the Private Placement Warrants and, thus, expensed those costs as of January 26, 2021. The Company’s accounting for the Private Placement Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported cash or investments held in the trust account. The table below summarizes the effects of the revision of the financial statements for periods affected by the revision: As Adjustments As Balance sheet as of January 26, 2021 (audited) Warrant Liability $ — $ 3,120,000 $ 3,120,000 Total Liabilities 25,000 3,120,000 3,145,000 Class A Ordinary Shares Subject to Possible Redemption 121,159,990 (3,120,000 ) 118,039,990 Class A Ordinary Shares 44 32 76 Additional Paid-in Capital 5,004,598 23,187 5,027,785 Accumulated Deficit (5,000 ) (23,219 ) (28,219 ) Balance sheet as of January 31, 2021 (unaudited) Warrant Liability $ — $ 3,412,500 $ 3,412,500 Total Liabilities 30,379 3,412,500 3,442,879 Class A Ordinary Shares Subject to Possible Redemption 139,902,031 (3,412,500 ) 136,489,531 Class A Ordinary Shares 44 34 78 Additional Paid-in Capital 5,012,557 23,185 5,035,742 Accumulated Deficit (12,958 ) (23,219 ) (36,177 ) Statement of Operations for the Period from November 10, 2020 (Inception) to January 31, 2021 Transaction costs allocable to warrant liability $ — $ (23,219 ) $ (23,219 ) Net loss (12,958 ) (23,219 ) (36,177 ) Weighted average shares outstanding, Class A Ordinary Shares subject to possible redemption 13,615,999 335,400 13,280,599 Basic and diluted net income per share, Class A Ordinary Shares subject to possible redemption 0.00 — 0.00 Weighted average shares outstanding, Non-redeemable ordinary shares 3,228,618 (22,066 ) 3,250,684 Basic and diluted net loss per share, Non-redeemable ordinary shares (0.00 ) — (0.00 ) Cash Flow Statement for the Period from November 10, 2020 (Inception) to January 31, 2021 Net loss $ (12,958 ) $ (23,219 ) $ (36,177 ) Transaction costs allocable to warrant liability — (23,219 ) (23,219 ) Initial classification of Class A Ordinary Shares subject to possible redemption 139,909,990 (3,412,500 ) 136,497,490 Change in value of Class A Ordinary Shares subject to possible redemption (7,959 ) 557,895 548,946 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Apr. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. 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 and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on January 22, 2021. The interim results for the period from November 10, 2020 (inception) through April 30, 2021 are not necessarily indicative of the results to be expected for the period ending October 31, 2021 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income 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 April 30, 2021. Marketable Securities Held in Trust Account At April 30, 2021, substantially all of the assets held in the Trust Account were held in money market funds, which primarily invest in U.S Treasury securities. 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 condensed balance sheet. Warrant Liability The Company accounts for the Private Placement Warrants in accordance with the guidance contained in ASC 815-40, under which the Private Placement Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Private Placement Warrants as liabilities at their fair value and adjusts the Private Placement Warrants to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. 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. 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 April 30, 2021. 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 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 income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 11,562,500 shares in the calculation of diluted income (loss) per share, since the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per ordinary share. Net income (loss) per ordinary share, basic and diluted, for ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of ordinary shares subject to possible redemption outstanding since original issuance. Net income (loss) per ordinary share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period. Non-redeemable ordinary shares includes Founder Shares and non-redeemable ordinary shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Ended April 30, 2021 For the Ordinary Shares subject to possible redemption Numerator: Earnings allocable to ordinary shares subject to possible redemption Interest earned and unrealized gains on marketable securities held in Trust Account $ 11,989 $ 13,057 Net income allocable to ordinary shares subject to possible redemption $ 11,989 $ 13,057 Denominator: Weighted Average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding 13,648,847 13,629,259 Basic and diluted net income per share $ 0.00 $ 0.00 Non-Redeemable Ordinary Shares Numerator: Net Income minus Net Earnings Net Income $ 556,906 $ 520,729 Less: Net income allocable to Class A ordinary shares subject to possible redemption (11,989 ) (13,057 ) Non-Redeemable Net Income $ 544,917 $ 507,672 Denominator: Weighted Average Non-Redeemable ordinary shares Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares 4,379,903 3,859,778 Basic and diluted net income per share, Non-redeemable ordinary shares $ 0.12 $ 0.13 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 Corporation coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. 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 sheet, primarily due to their short-term nature, except for the Private Placement Warrants (see Note 10). Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact of the adoption of ASU 2020-06, but does not believe it will have a material impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Apr. 30, 2021 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 14,375,000 Units, inclusive of 1,875,000 Units sold to the underwriters on January 27, 2021 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-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 9). |
Private Placement
Private Placement | 6 Months Ended |
Apr. 30, 2021 | |
Private Placement Disclosure [Abstract] | |
PRIVATE PLACEMENT | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and the underwriters of the Initial Public Offering purchased an aggregate of 4,000,000 Private Placement Warrants, of which 3,800,000 Private Placement Warrants purchased by the Sponsor and 200,000 Private Placement Warrants purchased by the underwriters at a price of $1.00 per Private Placement Warrant (for an aggregate purchase price of $4,000,000,) from the Company in a private placement. On January 27, 2021, in connection with the underwriters’ election to fully exercise their over-allotment option, the Company sold an additional 375,000 Private Placement Warrants to the Sponsor and the underwriters, of which the Sponsor purchased 356,250 Private Placement Warrants and the underwriters purchased 18,750 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $375,000. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Apr. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On November 16, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 3,593,750 Class B ordinary shares (the “Founder Shares”). The Founder Shares include an aggregate of up to 468,750 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 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering and excluding the Representative Shares). As a result of the underwriters’ election to fully exercise their over-allotment option on January 27, 2021, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until 180 days after the completion of a Business Combination. Administrative Support Agreement The Company entered into an agreement commencing on January 26, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $10,000 per month for office space, administrative and support services. For the three months ended April 30, 2021 and for the period from November 11, 2020 (inception) through April 30, 2021, the Company incurred $30,000, of which such amount is included in accrued expenses in the accompanying condensed balance sheet. Promissory Note — Related Party On November 16, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and was payable on the earlier of (i) December 31, 2021 or (i) the consummation of the Initial Public Offering. The outstanding balance under the Promissory Note of $159,914 was repaid at the closing of the Initial Public Offering on January 26, 2021. 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 warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Apr. 30, 2021 | |
Commitments And Contingencies Disclosure Abstract | |
COMMITMENTS AND CONTINGENCIES | NOTE 7. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on January 21, 2021, the holders of the Founder Shares, Representative Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and all underlying securities) will be entitled to registration rights. The holders of a majority of these securities are entitled to make up to three demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these Class B ordinary shares are to be released from their transfer restrictions. The holders of a majority of the Representative Shares, Private Warrants and warrants issued to the Sponsor, officers, directors or their affiliates in payment of Working Capital Loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. Notwithstanding anything to the contrary, EarlyBirdCapital may only make a demand on one occasion and only during the five-year period beginning on the effective date of the Propose Public Offering. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination; provided, however, that EarlyBirdCapital may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the Propose Public Offering. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $2,875,000 in the aggregate payable upon the closing of the Initial Public Offering. Business Combination Marketing Agreement The Company engaged the underwriters in the Initial Public Offering as advisors in connection with its Business Combination to assist in holding meetings with the Company’s shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing its securities in connection with its initial Business Combination, assist in obtaining shareholder approval for the Business Combination and assist with press releases and public filings in connection with the Business Combination. The Company will pay the underwriters a cash fee for such services upon the consummation of its initial Business Combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering (exclusive of any applicable finders’ fees which might become payable). In addition, the Company will pay the underwriters a cash fee in an amount equal to 1.0% of the total consideration payable in the initial business combination if either introduces us to the target business with whom we complete our initial business combination; provided that the foregoing fee will not be paid prior to the date that is 60 days from the effective date of the registration statement of which this prospectus forms a part, unless the Financial Industry Regulatory Authority (“FINRA”) determines that such payment would not be deemed underwriters’ compensation in connection with this offering pursuant to FINRA Rule 5110. |
Shareholders_ Equity
Shareholders’ Equity | 6 Months Ended |
Apr. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 8. SHAREHOLDERS’ 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 completion of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities convertible or exercisable for Class A ordinary shares, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Founder Shares will convert into Class A ordinary shares will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares then in issue) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the ordinary shares issued and outstanding upon the completion of the Initial Public Offering plus the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (net of redemptions), excluding the Representative Shares and any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, the underwriters, or any of their respective officers, directors, or other affiliates. Representative Shares In January 2021, the Company issued to the designees of EarlyBirdCapital 60,000 Class A ordinary shares (the “Representative Shares”). The Company accounted for the Representative Shares as an offering cost of the Initial Public Offering, with a corresponding credit to shareholders’ equity. The Company estimated the fair value of Representative Shares to be $600,000 based upon offering price of the Units of $10.00 per Unit. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110(g)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners. |
Warrants
Warrants | 6 Months Ended |
Apr. 30, 2021 | |
Warrant [Abstract] | |
WARRANTS | NOTE 9. WARRANTS Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the offer and sale of Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such Class A ordinary shares. Notwithstanding the foregoing, if a registration statement covering the offer and sale of Class A ordinary shares issuable upon exercise of the Public Warrants is not effective within 60 business days following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● at any time after the warrants become 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 share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the offer and sale of the Class A ordinary shares underlying such warrants. 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 60% 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 $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. 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, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Apr. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 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 April 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level April 30, Assets: Cash and marketable securities held in Trust Account 1 $ 143,763,697 Liabilities: Warrant Liability – Private Placement Warrants 3 2,668,750 The Private Placement Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying condensed balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented in the condensed statement of operations. The Private Placement 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 Warrants is the expected volatility of the ordinary shares. The expected volatility as of the Initial Public Offering 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 was implied from the Company’s own Public Warrant pricing. The following table presents the quantitative information regarding Level 3 fair value measurements: January 26, April 30, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 9.62 $ 9.74 Volatility 15.0 % 12.1 % Term 5.00 5.00 Risk-free rate 0.48 % 0.88 % Dividend yield 0.0 % 0.00 % The following table presents the changes in the fair value of Level 3 warrant liabilities: Fair value as of November 10, 2020 (inception) $ — Initial measurement on January 26, 2021 (inclusive of the over-allotment)) 3,412,500 Change in fair value (743,750 ) Fair value as of April 30, 2021 $ 2,668,750 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the period from November 10, 2020 (inception) through April 30, 2021. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Apr. 30, 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 condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Apr. 30, 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 and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on January 22, 2021. The interim results for the period from November 10, 2020 (inception) through April 30, 2021 are not necessarily indicative of the results to be expected for the period ending October 31, 2021 or for any future interim periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income 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 April 30, 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At April 30, 2021, substantially all of the assets held in the Trust Account were held in money market funds, which primarily invest in U.S Treasury securities. |
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 condensed balance sheet. |
Warrant Liability | Warrant Liability The Company accounts for the Private Placement Warrants in accordance with the guidance contained in ASC 815-40, under which the Private Placement Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Private Placement Warrants as liabilities at their fair value and adjusts the Private Placement Warrants to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. |
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. 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 April 30, 2021. 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 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 income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 11,562,500 shares in the calculation of diluted income (loss) per share, since the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per ordinary share. Net income (loss) per ordinary share, basic and diluted, for ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of ordinary shares subject to possible redemption outstanding since original issuance. Net income (loss) per ordinary share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period. Non-redeemable ordinary shares includes Founder Shares and non-redeemable ordinary shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Ended April 30, 2021 For the Ordinary Shares subject to possible redemption Numerator: Earnings allocable to ordinary shares subject to possible redemption Interest earned and unrealized gains on marketable securities held in Trust Account $ 11,989 $ 13,057 Net income allocable to ordinary shares subject to possible redemption $ 11,989 $ 13,057 Denominator: Weighted Average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding 13,648,847 13,629,259 Basic and diluted net income per share $ 0.00 $ 0.00 Non-Redeemable Ordinary Shares Numerator: Net Income minus Net Earnings Net Income $ 556,906 $ 520,729 Less: Net income allocable to Class A ordinary shares subject to possible redemption (11,989 ) (13,057 ) Non-Redeemable Net Income $ 544,917 $ 507,672 Denominator: Weighted Average Non-Redeemable ordinary shares Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares 4,379,903 3,859,778 Basic and diluted net income per share, Non-redeemable ordinary shares $ 0.12 $ 0.13 |
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 Corporation coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. |
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 sheet, primarily due to their short-term nature, except for the Private Placement Warrants (see Note 10). |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact of the adoption of ASU 2020-06, but does not believe it will have a material impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Revision of Previously Issued_2
Revision of Previously Issued Financial Statements (Tables) | 6 Months Ended |
Apr. 30, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of revision of the financial statements | As Adjustments As Balance sheet as of January 26, 2021 (audited) Warrant Liability $ — $ 3,120,000 $ 3,120,000 Total Liabilities 25,000 3,120,000 3,145,000 Class A Ordinary Shares Subject to Possible Redemption 121,159,990 (3,120,000 ) 118,039,990 Class A Ordinary Shares 44 32 76 Additional Paid-in Capital 5,004,598 23,187 5,027,785 Accumulated Deficit (5,000 ) (23,219 ) (28,219 ) Balance sheet as of January 31, 2021 (unaudited) Warrant Liability $ — $ 3,412,500 $ 3,412,500 Total Liabilities 30,379 3,412,500 3,442,879 Class A Ordinary Shares Subject to Possible Redemption 139,902,031 (3,412,500 ) 136,489,531 Class A Ordinary Shares 44 34 78 Additional Paid-in Capital 5,012,557 23,185 5,035,742 Accumulated Deficit (12,958 ) (23,219 ) (36,177 ) Statement of Operations for the Period from November 10, 2020 (Inception) to January 31, 2021 Transaction costs allocable to warrant liability $ — $ (23,219 ) $ (23,219 ) Net loss (12,958 ) (23,219 ) (36,177 ) Weighted average shares outstanding, Class A Ordinary Shares subject to possible redemption 13,615,999 335,400 13,280,599 Basic and diluted net income per share, Class A Ordinary Shares subject to possible redemption 0.00 — 0.00 Weighted average shares outstanding, Non-redeemable ordinary shares 3,228,618 (22,066 ) 3,250,684 Basic and diluted net loss per share, Non-redeemable ordinary shares (0.00 ) — (0.00 ) Cash Flow Statement for the Period from November 10, 2020 (Inception) to January 31, 2021 Net loss $ (12,958 ) $ (23,219 ) $ (36,177 ) Transaction costs allocable to warrant liability — (23,219 ) (23,219 ) Initial classification of Class A Ordinary Shares subject to possible redemption 139,909,990 (3,412,500 ) 136,497,490 Change in value of Class A Ordinary Shares subject to possible redemption (7,959 ) 557,895 548,946 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Apr. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted net income (loss) per ordinary share | Three Months Ended April 30, 2021 For the Ordinary Shares subject to possible redemption Numerator: Earnings allocable to ordinary shares subject to possible redemption Interest earned and unrealized gains on marketable securities held in Trust Account $ 11,989 $ 13,057 Net income allocable to ordinary shares subject to possible redemption $ 11,989 $ 13,057 Denominator: Weighted Average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding 13,648,847 13,629,259 Basic and diluted net income per share $ 0.00 $ 0.00 Non-Redeemable Ordinary Shares Numerator: Net Income minus Net Earnings Net Income $ 556,906 $ 520,729 Less: Net income allocable to Class A ordinary shares subject to possible redemption (11,989 ) (13,057 ) Non-Redeemable Net Income $ 544,917 $ 507,672 Denominator: Weighted Average Non-Redeemable ordinary shares Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares 4,379,903 3,859,778 Basic and diluted net income per share, Non-redeemable ordinary shares $ 0.12 $ 0.13 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Apr. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value on recurring basis | Description Level April 30, Assets: Cash and marketable securities held in Trust Account 1 $ 143,763,697 Liabilities: Warrant Liability – Private Placement Warrants 3 2,668,750 |
Schedule of quantitative information regarding Level 3 fair value measurements | January 26, April 30, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 9.62 $ 9.74 Volatility 15.0 % 12.1 % Term 5.00 5.00 Risk-free rate 0.48 % 0.88 % Dividend yield 0.0 % 0.00 % |
Schedule of changes in the fair value of Level 3 warrant liabilities | Fair value as of November 10, 2020 (inception) $ — Initial measurement on January 26, 2021 (inclusive of the over-allotment)) 3,412,500 Change in fair value (743,750 ) Fair value as of April 30, 2021 $ 2,668,750 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |
Jan. 27, 2021 | Jan. 26, 2021 | Apr. 30, 2021 | |
Description of Organization and Business Operations (Details) [Line Items] | |||
Unit price per share (in Dollars per share) | $ 10 | ||
Deposit amount in trust account | $ 18,750,000 | ||
Proceeds held in trust account | $ 143,750,000 | ||
Transaction costs | $ 3,835,009 | ||
Underwriting fees | 2,875,000 | ||
Other offering costs | $ 960,009 | ||
Minimum percentage of trust account required for business combination | 80.00% | ||
Percentage of outstanding voting securities | 50.00% | ||
Business combination recognized trust account (in Dollars per share) | $ 10 | ||
Business combination recognized Identifiable net tangible assets | $ 5,000,001 | ||
Tangible assets | $ 5,000,001 | ||
Aggregate public shares | 15.00% | ||
Business combination obligation redeem percentage | 100.00% | ||
Outstanding public shares percentage | 100.00% | ||
Dissolution expenses | $ 100,000 | ||
Public per share (in Dollars per share) | $ 10 | ||
Initial Public Offering [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Number of units issued in transaction (in Shares) | 14,375,000 | ||
Amount of net proceeds | $ 125,000,000 | ||
Unit price per share (in Dollars per share) | $ 10 | ||
Initial Public Offering [Member] | Underwriters [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Gross proceeds | $ 4,000,000 | ||
Private Placement [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Unit price (in Dollars per share) | $ 1 | ||
Private Placement [Member] | Warrant [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Number of units issued in transaction (in Shares) | 375,000 | 4,000,000 | |
Unit price (in Dollars per share) | $ 1 | $ 1 | |
Generating total proceeds | $ 375,000 | ||
Over-Allotment Option [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Number of units issued in transaction (in Shares) | 1,875,000 | ||
Gross proceeds | $ 18,750,000 | ||
Class A ordinary shares [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Unit price (in Dollars per share) | $ 10 | ||
Unit price per share (in Dollars per share) | $ 11.50 | ||
Class A ordinary shares [Member] | Initial Public Offering [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Number of units issued in transaction (in Shares) | 12,500,000 | ||
Unit price (in Dollars per share) | $ 10 | ||
Gross proceeds | $ 125,000,000 |
Revision of Previously Issued_3
Revision of Previously Issued Financial Statements (Details) - Schedule of revision of the financial statements - USD ($) | 3 Months Ended | |
Jan. 31, 2021 | Jan. 26, 2021 | |
As Previously Reported [Member] | ||
Balance sheet as of January 26, 2021 (audited) | ||
Warrant Liability | ||
Total Liabilities | 30,379 | 25,000 |
Class A Ordinary Shares Subject to Possible Redemption | 139,902,031 | 121,159,990 |
Class A Ordinary Shares | 44 | 44 |
Additional Paid-in Capital | 5,012,557 | 5,004,598 |
Accumulated Deficit | (12,958) | (5,000) |
Statement of Operations for the Period from November 10, 2020 (Inception) to January 31, 2021 | ||
Transaction costs allocable to warrant liability | ||
Net loss | $ (12,958) | |
Weighted average shares outstanding, Class A Ordinary Shares subject to possible redemption (in Shares) | 13,615,999 | |
Basic and diluted net income per share, Class A Ordinary Shares subject to possible redemption (in Dollars per share) | $ 0 | |
Weighted average shares outstanding, Non-redeemable ordinary shares (in Shares) | 3,228,618 | |
Basic and diluted net loss per share, Non-redeemable ordinary shares (in Dollars per share) | $ 0 | |
Cash Flow Statement for the Period from November 10, 2020 (Inception) to January 31, 2021 | ||
Net loss | $ (12,958) | |
Transaction costs allocable to warrant liability | ||
Initial classification of Class A Ordinary Shares subject to possible redemption | 139,909,990 | |
Change in value of Class A Ordinary Shares subject to possible redemption | (7,959) | |
Adjustments [Member] | ||
Balance sheet as of January 26, 2021 (audited) | ||
Warrant Liability | 3,412,500 | 3,120,000 |
Total Liabilities | 3,412,500 | 3,120,000 |
Class A Ordinary Shares Subject to Possible Redemption | (3,412,500) | (3,120,000) |
Class A Ordinary Shares | 34 | 32 |
Additional Paid-in Capital | 23,185 | 23,187 |
Accumulated Deficit | (23,219) | (23,219) |
Statement of Operations for the Period from November 10, 2020 (Inception) to January 31, 2021 | ||
Transaction costs allocable to warrant liability | (23,219) | |
Net loss | $ (23,219) | |
Weighted average shares outstanding, Class A Ordinary Shares subject to possible redemption (in Shares) | 335,400 | |
Basic and diluted net income per share, Class A Ordinary Shares subject to possible redemption (in Dollars per share) | ||
Weighted average shares outstanding, Non-redeemable ordinary shares (in Shares) | (22,066) | |
Basic and diluted net loss per share, Non-redeemable ordinary shares (in Dollars per share) | ||
Cash Flow Statement for the Period from November 10, 2020 (Inception) to January 31, 2021 | ||
Net loss | $ (23,219) | |
Transaction costs allocable to warrant liability | (23,219) | |
Initial classification of Class A Ordinary Shares subject to possible redemption | (3,412,500) | |
Change in value of Class A Ordinary Shares subject to possible redemption | 557,895 | |
As Restated [Member] | ||
Balance sheet as of January 26, 2021 (audited) | ||
Warrant Liability | 3,412,500 | 3,120,000 |
Total Liabilities | 3,442,879 | 3,145,000 |
Class A Ordinary Shares Subject to Possible Redemption | 136,489,531 | 118,039,990 |
Class A Ordinary Shares | 78 | 76 |
Additional Paid-in Capital | 5,035,742 | 5,027,785 |
Accumulated Deficit | (36,177) | $ (28,219) |
Statement of Operations for the Period from November 10, 2020 (Inception) to January 31, 2021 | ||
Transaction costs allocable to warrant liability | (23,219) | |
Net loss | $ (36,177) | |
Weighted average shares outstanding, Class A Ordinary Shares subject to possible redemption (in Shares) | 13,280,599 | |
Basic and diluted net income per share, Class A Ordinary Shares subject to possible redemption (in Dollars per share) | $ 0 | |
Weighted average shares outstanding, Non-redeemable ordinary shares (in Shares) | 3,250,684 | |
Basic and diluted net loss per share, Non-redeemable ordinary shares (in Dollars per share) | $ 0 | |
Cash Flow Statement for the Period from November 10, 2020 (Inception) to January 31, 2021 | ||
Net loss | $ (36,177) | |
Transaction costs allocable to warrant liability | (23,219) | |
Initial classification of Class A Ordinary Shares subject to possible redemption | 136,497,490 | |
Change in value of Class A Ordinary Shares subject to possible redemption | $ 548,946 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 6 Months Ended |
Apr. 30, 2021USD ($)shares | |
Accounting Policies [Abstract] | |
Purchase of ordinary shares and diluted loss per share | shares | 11,562,500 |
Federal depository insurance coverage | $ | $ 250,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per ordinary share - USD ($) | 3 Months Ended | 6 Months Ended |
Apr. 30, 2021 | Apr. 30, 2021 | |
Numerator: Earnings allocable to ordinary shares subject to possible redemption | ||
Interest earned and unrealized gains on marketable securities held in Trust Account | $ 11,989 | $ 13,057 |
Net income allocable to ordinary shares subject to possible redemption | $ 11,989 | $ 13,057 |
Denominator: Weighted Average Class A ordinary shares subject to possible redemption | ||
Basic and diluted weighted average shares outstanding (in Shares) | 13,648,847 | 13,629,259 |
Basic and diluted net income per share (in Dollars per share) | $ 0 | $ 0 |
Numerator: Net Income minus Net Earnings | ||
Net Income | $ 556,906 | $ 520,729 |
Less: Net income allocable to Class A ordinary shares subject to possible redemption | (11,989) | (13,057) |
Non-Redeemable Net Income | $ 544,917 | $ 507,672 |
Denominator: Weighted Average Non-Redeemable ordinary shares | ||
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares (in Shares) | 4,379,903 | 3,859,778 |
Basic and diluted net income per share, Non-redeemable ordinary shares (in Dollars per share) | $ 0.12 | $ 0.13 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | 1 Months Ended | 6 Months Ended | |
Jan. 27, 2021 | Jan. 26, 2021 | Apr. 30, 2021 | |
Initial Public Offering [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Sale of stock in shares | 14,375,000 | ||
Over-Allotment Option [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Sale of stock in shares | 1,875,000 | ||
Class A ordinary shares [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Purchase price (in Dollars per share) | $ 10 | ||
Description of transaction | Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 9). | ||
Class A ordinary shares [Member] | Initial Public Offering [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Sale of stock in shares | 12,500,000 | ||
Purchase price (in Dollars per share) | $ 10 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jan. 27, 2021 | Apr. 30, 2021 | Jan. 31, 2021 | Apr. 30, 2021 | Jan. 26, 2021 | |
Private Placement (Details) [Line Items] | |||||
Number of shares purchased | 11,562,500 | ||||
Amount of purchase price (in Dollars) | $ 139,938,210 | ||||
Gross proceeds (in Dollars) | $ 4,375,000 | ||||
Purchase price (in Dollars per share) | $ 10 | $ 10 | |||
Private Placement [Member] | |||||
Private Placement (Details) [Line Items] | |||||
Shares issued per share (in Dollars per share) | $ 1 | ||||
Private Placement [Member] | Warrant [Member] | |||||
Private Placement (Details) [Line Items] | |||||
Number of shares purchased | 375,000 | 4,000,000 | |||
Shares issued per share (in Dollars per share) | $ 1 | $ 1 | |||
Additional shares | 18,750 | ||||
Shares issued per share (in Dollars per share) | $ 1 | $ 1 | |||
Gross proceeds (in Dollars) | $ 375,000 | ||||
Private Placement [Member] | Warrant [Member] | Sponsor [Member] | |||||
Private Placement (Details) [Line Items] | |||||
Number of shares purchased | 356,250 | ||||
Private Placement [Member] | Warrants [Member] | Sponsor [Member] | |||||
Private Placement (Details) [Line Items] | |||||
Number of shares purchased | 3,800,000 | ||||
Underwriters [Member] | Warrants [Member] | Sponsor [Member] | |||||
Private Placement (Details) [Line Items] | |||||
Number of shares purchased | 200,000 | ||||
Initial Public Offering [Member] | |||||
Private Placement (Details) [Line Items] | |||||
Purchase price (in Dollars per share) | 10 | ||||
Initial Public Offering [Member] | Underwriters [Member] | |||||
Private Placement (Details) [Line Items] | |||||
Amount of purchase price (in Dollars) | $ 4,000,000 | ||||
Class A ordinary shares [Member] | |||||
Private Placement (Details) [Line Items] | |||||
Number of shares purchased | 14,375,000 | ||||
Amount of purchase price (in Dollars) | $ 1,438 | ||||
Additional shares | 60,000 | ||||
Shares issued per share (in Dollars per share) | $ 10 | ||||
Purchase price (in Dollars per share) | $ 11.50 | ||||
Class A ordinary shares [Member] | Initial Public Offering [Member] | |||||
Private Placement (Details) [Line Items] | |||||
Shares issued per share (in Dollars per share) | $ 10 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Nov. 16, 2020 | Jan. 26, 2021 | Apr. 30, 2021 |
Related Party Transactions (Details) [Line Items] | |||
Cover certain offering and formation costs | $ 25,000 | ||
Amount per month of office space, secretarial and administrative services | $ 10,000 | ||
accrued expenses | $ 30,000 | ||
Description of related party | the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and was payable on the earlier of (i) December 31, 2021 or (i) the consummation of the Initial Public Offering. The outstanding balance under the Promissory Note of $159,914 was repaid at the closing of the Initial Public Offering on January 26, 2021. | ||
Working capital loans | $ 1,500,000 | ||
Warrant price (in Dollars per share) | $ 1 | ||
Founder Shares [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Number of shares (in Shares) | 3,593,750 | ||
Shares subject to forfeiture shares (in Shares) | 468,750 | ||
Sponsor collectively own converted percentage | 20.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Initial Public Offering [Member] | 6 Months Ended |
Apr. 30, 2021USD ($)$ / shares | |
Underwriting Agreement [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Unit price | $ / shares | $ 0.20 |
Aggregate payable shares | $ | $ 2,875,000 |
Marketing Agreement [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Agreement Description | The Company will pay the underwriters a cash fee for such services upon the consummation of its initial Business Combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering (exclusive of any applicable finders’ fees which might become payable). In addition, the Company will pay the underwriters a cash fee in an amount equal to 1.0% of the total consideration payable in the initial business combination if either introduces us to the target business with whom we complete our initial business combination; provided that the foregoing fee will not be paid prior to the date that is 60 days from the effective date of the registration statement of which this prospectus forms a part, unless the Financial Industry Regulatory Authority (“FINRA”) determines that such payment would not be deemed underwriters’ compensation in connection with this offering pursuant to FINRA Rule 5110. |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2021 | Apr. 30, 2021 | Jan. 27, 2021 | |
Shareholders’ Equity (Details) [Line Items] | ||||
Preferred stock, shares authorized | 1,000,000 | |||
Preferred stock par value (in Dollars per share) | $ 0.0001 | |||
Preferred stock, shares issued | 0 | |||
Preferred stock, shares outstanding | 0 | |||
Ordinary share conversion percentage | 20.00% | |||
Estimated fair value (in Dollars) | $ 600,000 | |||
Sale price per share (in Dollars per share) | $ 10 | |||
Class A ordinary Shares [Member] | ||||
Shareholders’ Equity (Details) [Line Items] | ||||
Common stock, shares authorized | 100,000,000 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||
Common stock voting rights | Holders of Class A ordinary shares are entitled to one vote for each share. | |||
Common stock, shares issued | 731,662 | |||
Common stock, shares outstanding | 731,662 | |||
Ordinary shares subject to possible redemption (in Dollars) | $ 13,703,338 | |||
Issued shares of common stock | 60,000 | |||
Estimated fair value (in Dollars) | $ 6 | |||
Sale price per share (in Dollars per share) | $ 11.50 | |||
Class A ordinary Shares [Member] | EarlyBird Capital [Member] | ||||
Shareholders’ Equity (Details) [Line Items] | ||||
Issued shares of common stock | 60,000 | |||
Estimated fair value (in Dollars) | $ 600,000 | |||
Sale price per share (in Dollars per share) | $ 10 | $ 10 | ||
Class B Ordinary shares [Member] | ||||
Shareholders’ Equity (Details) [Line Items] | ||||
Common stock, shares authorized | 10,000,000 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||
Common stock voting rights | Holders of the Class B ordinary shares are entitled to one vote for each share. | |||
Common stock, shares issued | 3,593,750 | |||
Common stock, shares outstanding | 3,593,750 | |||
Issued shares of common stock | ||||
Estimated fair value (in Dollars) |
Warrants (Details)
Warrants (Details) | 6 Months Ended |
Apr. 30, 2021 | |
Warrants (Details) [Line Items] | |
Warrant expire term | 5 years |
Additional shares of common stock, description | 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 60% 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 $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. |
Exercisable Warrant [Member] | |
Warrants (Details) [Line Items] | |
Outstanding public warrant, description | Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● at any time after the warrants become 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 $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the offer and sale of the Class A ordinary shares underlying such warrants. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of fair value on recurring basis | 6 Months Ended |
Apr. 30, 2021USD ($) | |
Level 1 [Member] | |
Assets: | |
Cash and marketable securities held in Trust Account | $ 143,763,697 |
Level 3 [Member] | |
Liabilities: | |
Warrant Liability – Private Placement Warrants | $ 2,668,750 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements - $ / shares | 1 Months Ended | 6 Months Ended |
Jan. 26, 2021 | Apr. 30, 2021 | |
Schedule of quantitative information regarding Level 3 fair value measurements [Abstract] | ||
Exercise price (in Dollars per share) | $ 11.50 | $ 11.50 |
Stock price (in Dollars per share) | $ 9.62 | $ 9.74 |
Volatility | 15.00% | 12.10% |
Term | 5 years | 5 years |
Risk-free rate | 0.48% | 0.88% |
Dividend yield | 0.00% | 0.00% |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities | 6 Months Ended |
Apr. 30, 2021USD ($) | |
Schedule of changes in the fair value of Level 3 warrant liabilities [Abstract] | |
Fair value as of November 10, 2020 (inception) | |
Initial measurement on January 26, 2021 (inclusive of the over-allotment)) | 3,412,500 |
Change in fair value | (743,750) |
Fair value as of April 30, 2021 | $ 2,668,750 |