Moringa Acquisition (MACA) 10-K 31 Mar 21 2020 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	3 Months Ended
	Dec. 31, 2020	Mar. 31, 2021	Jun. 30, 2020
Document Information Line Items
Entity Registrant Name	Moringa Acquisition Corp
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Public Float			$ 0
Amendment Flag	false
Entity Central Index Key	0001835416
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Transition Report	false
Entity File Number	001-39157
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		11,980,000
Class B ordinary shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		2,875,000

Balance Sheet

Balance Sheet	Dec. 31, 2020USD ($)
CURRENT ASSETS:
Cash and cash equivalents	$ 51,701
Deferred offering costs	77,699
TOTAL ASSETS	129,400
CURRENT LIABILITIES:
Accrued expenses	29,400
Related party	269,990
TOTAL LIABILITIES	299,390
COMMITMENTS AND CONTINGENCIES
CAPITAL DEFICIENCY:
Preferred Shares, $0.0001 par value; 5,000,000 shares authorized, no shares issued and outstanding
Additional paid-in capital	25,572
Accumulated deficit	(195,860)
TOTAL CAPITAL DEFICIENCY	(169,990)
TOTAL LIABILITIES NET OF CAPITAL DEFICIENCY	129,400
Class A Ordinary Shares
CAPITAL DEFICIENCY:
Ordinary shares value	10
Class B Ordinary Shares
CAPITAL DEFICIENCY:
Ordinary shares value	$ 288

Balance Sheet (Parentheticals)

Balance Sheet (Parentheticals)	Dec. 31, 2020$ / sharesshares
Preferred stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	5,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Class A Ordinary Shares
Ordinary shares par value (in Dollars per share) | $ / shares	$ 0.0001
Ordinary shares, shares authorized	500,000,000
Ordinary shares, shares issued	100,000
Ordinary shares, shares outstanding	100,000
Class B Ordinary Shares
Ordinary shares par value (in Dollars per share) | $ / shares	$ 0.0001
Ordinary shares, shares authorized	50,000,000
Ordinary shares, shares issued	2,875,000	[1]
Ordinary shares, shares outstanding	2,875,000	[1]
[1]	Includes up to 375,000 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 3 and Note 7 – Subsequent Events – for more information regarding exercise of the of their over-allotment option in full).

Statement of Operations

Statement of Operations	3 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
FORMATION AND OPERATING EXPENSES | $	$ 195,860
NET LOSS FOR THE PERIOD | $	$ 195,860
Class A Ordinary Shares
WEIGHTED AVERAGE OF CLASS ORDINARY SHARES OUTSTANDING | shares	41,837
BASIC AND DILUTED LOSS PER CLASS ORDINARY SHARE, see Note 4 | $ / shares	$ 0.16
Class B Ordinary Shares
WEIGHTED AVERAGE OF CLASS ORDINARY SHARES OUTSTANDING | shares	1,202,806
BASIC AND DILUTED LOSS PER CLASS ORDINARY SHARE, see Note 4 | $ / shares	$ 0.16

Statement of Changes in Shareho

Statement of Changes in Shareholders’ Equity (Capital Deficiency) - 3 months ended Dec. 31, 2020 - USD ($)	Ordinary shares	Additional paid-in capital	Accumulated deficit	Total
Balance at Sep. 23, 2020
Balance (in Shares) at Sep. 23, 2020
Issuance of Class B Ordinary Shares to the Sponsor	$ 288	24,712		25,000
Issuance of Class B Ordinary Shares to the Sponsor (in Shares)	2,875,000
Issuance of Class A Ordinary Shares to the Representative of the underwriters	$ 10	860		870
Issuance of Class A Ordinary Shares to the Representative of the underwriters (in Shares)	100,000
Net loss for the period			(195,860)	(195,860)
Balance at Dec. 31, 2020	$ 298	$ 25,572	$ (195,860)	$ (169,990)
Balance (in Shares) at Dec. 31, 2020	2,975,000

Statement of Cash Flows

Statement of Cash Flows	3 Months Ended
	Dec. 31, 2020USD ($)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period	$ (195,860)
Changes in operating assets and liabilities:
Increase in related party	120,000
Other	860
Net cash used in operating activities	(75,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of Class B Ordinary Shares	25,000
Issuance of Class A Ordinary Shares	10
Proceeds from a promissory note – related party	149,990
Deferred offering costs	(48,299)
Net cash provided by financing activities	126,701
INCREASE IN CASH AND CASH EQUIVALENTS	51,701
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD	51,701
SUPPLEMENTARY INFORMATION REGARDING NON-CASH ACTIVITIES:
Accrued offering costs	$ 29,400

General

General	3 Months Ended
	Dec. 31, 2020
General [Abstract]
GENERAL	NOTE 1 – GENERAL: a. Moringa Acquisition Corp (hereafter – the Company) is a blank check company, incorporated on September 24, 2020 as a Cayman Islands exempted company, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (hereafter – the Business Combination). Although the Company is not limited to a particular industry or geographic region for the purpose of consummating a Business Combination, the Company intends to focus its search on Israeli technology-based businesses or industries, that are domiciled in Israel, that carry out all or a substantial portion of their activities in Israel, or that have some other significant Israeli connection. The Company is an early stage and an emerging growth company, and as such, the Company is subject to all of its risks associated with early stage and emerging growth companies. All activity for the period from inception through December 31, 2020 relates to the Company’s formation and locating and obtaining financing. The Company will not generate any operating revenues until after completion of a Business Combination, at the earliest. If the Company is unable to consummate an initial business combination within 24 months (hereafter – the Combination Period) from the closing of a capital raise (as defined), 100% of the public shares will be redeemed based on a formula as will be defined in the capital raise agreement . Refer to Note 7 – Subsequent Events b. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible, because of the potential differences in accounting standards used.

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES: The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (hereafter – U.S. GAAP) and the regulations of the Securities Exchange Commission (hereafter – SEC). The significant accounting policies used in the preparation of the financial statements are as follows: a. Fiscal year end The Company’s fiscal year end is set as December 31. b. Use of estimates in the preparation of financial statements The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates and such differences may have a material impact on the Company’s financial statements. c. Functional currency The U.S. dollar is the currency of the primary economic environment. The Company’s financing and operational costs are denominated in U.S. dollars. Accordingly, the functional currency of the Company is the U.S. dollar. Foreign currency assets and liabilities are translated into the primary currency using the exchange rates in effect on the balance sheet date. Currency transaction gains and losses are presented in financial expenses, as appropriate. d. Cash and cash equivalents The Company considers as cash equivalents all short-term, highly liquid investments, which include short-term bank deposits with original maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash. As of December 31, 2020, the Company has cash and cash equivalents in an amount of $52 thousand. e. Accrued expenses The Company accounts for all expenses which have yet to be paid as accrued expenses. The Company has accrued expenses related to formation and other corporate costs as of December 31, 2020. f. Income tax The Company accounts for income taxes in accordance with ASC 740, “Income Taxes (hereafter – ASC 740). ASC 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that a portion or all of the deferred tax assets will not be realized, based on the weight of available positive and negative evidence. Deferred tax liabilities and assets are classified as non-current in accordance with ASU 2015-17. The Company accounts for uncertain tax positions in accordance with ASC 740-10. ASC 740-10 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative probability) likely to be realized upon ultimate settlement. The Company accrues interest and penalties related to unrecognized tax benefits under taxes on income (tax benefit). g. Loss per share Basic earnings per share is computed by dividing net loss attributable to holders of ordinary shares of the Company, by the weighted average number of ordinary shares outstanding for the reporting period. In computing the Company’s diluted earnings per share, the denominator for diluted earnings per share is a computation of the weighted-average number of ordinary shares and the potential dilutive ordinary shares outstanding during the period. h. Fair value measurement Fair value is based on the price that would be received from the sale of an asset or that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, the guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described as follows: Level Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value. As of December 31, 2020, the fair value of the Company’s accrued expenses approximated the carrying values of these instruments presented in the Company’s balance sheet because of their nature.

Capital Deficiency

Capital Deficiency	3 Months Ended
	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
CAPITAL DEFICIENCY	NOTE 3 – CAPITAL DEFICIENCY: a. Class A Ordinary Shares On November 20, 2020 the Company issued 100,000 Class A Ordinary Shares of $0.0001 par value each to designees of the Representative for a consideration equal to its par value. The representative shares are deemed to be underwriters’ compensation by FINRA pursuant to Rule 5110 of the FINRA Manual. The Company accounted for the issuance of the Representative Shares as compensation expenses amounting to $860, with a corresponding credit to Additional Paid-In Capital, for the excess value over the consideration paid. The Company estimated the fair value of the issuance based upon the price of Class B Ordinary Shares, issued to the Sponsor. b. Class B Ordinary Shares On November 20, 2020 the Company issued 2,875,000 Class B Ordinary Shares of $0.0001 par value each for a total consideration of $25 thousand to a U.S partnership (the Sponsor). Out of the 2,875,00 Class B Ordinary Shares, up to 375,000 are subject to forfeiture if the underwriters fail to exercise their over-allotment in full or in part. See Note 7 – Subsequent Events Class B Ordinary Shares are convertible into Class A Ordinary Shares, on a one-to-one basis, at any time and from time to time at the option of the holder, or automatically on the day of the business combination. Class B Ordinary Shares also possess the sole right to vote for the election or removal of directors, until the consummation of an initial business combination. c. Preferred shares The Company is authorized to issue up to 5,000,000 Preferred Shares of $0.0001 par value each. As of December 31, 2020, the Company has no preferred shares issued and outstanding.

Loss Per Share

Loss Per Share	3 Months Ended
	Dec. 31, 2020
Earnings Per Share [Abstract]
LOSS PER SHARE	NOTE 4 LOSS PER SHARE: a. Basic Basic loss per share is calculated by dividing the loss attributable to the Company’s shareholders by the weighted average number of ordinary shares in issue. Period from September 24, 2020 (inception) to December 31, 2020 U.S. dollars in thousands (except share and per share data) Loss attributable to Company’s shareholders 195,860 Loss attributable to Class A Ordinary shareholders 6,584 Weighted average of Class A Ordinary Shares outstanding 41,837 Basic and diluted loss per Class A Ordinary Share $ 0.16 Loss attributable to Class B Ordinary shareholders 189,276 Weighted average of Class B Ordinary Shares outstanding 1,202,806 Basic and diluted loss per Class B Ordinary Share $ 0.16 For the calculation of net loss per share, the Company used the weighted average number of the Company’s ordinary shares issued and outstanding, divided by the loss attributable to Company’s shareholders. The number of shares used in the calculation is the weighted average number of the Company’s ordinary shares issued and outstanding for the period ended December 31, 2020. b. Diluted As of December 31, 2020, the Company did not have any dilutive securities or any other contracts which could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Dec. 31, 2020
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5 – RELATED PARTY TRANSACTIONS: Promissory Note On December 9, 2020, the Company signed a promissory note, under which it could borrow up to a $300 thousand principal amount from the Sponsor. Amounts drawn by the Company under the note were to be used to cover finance costs and expenses related to its formation and capital raise. The entire unpaid balance was payable on the earlier of (i) March 31, 2021, or (ii) the date of a capital raise (i.e., the closing of the IPO). As of December 31, 2020 the outstanding balance was $150 thousand. The remaining Related Party balance as of December 31, 2020, included an additional amount payable to the Sponsor, which paid on the Company’s incorporation date for covering legal expenses. See Note 7 – Subsequent Events Administrative Services Agreement On December 16, 2020, the Company signed an agreement with the Sponsor, under which the Company shall pay the Sponsor a fixed $10 thousand per month for office space, utilities and other administrative expenses. The monthly payments under this administrative services agreement commenced on the effective date of the registration statement for the IPO and will continue until the earlier of (i) the consummation of the Company’s initial Business Combination, or (ii) the Company’s liquidation.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6 – COMMITMENTS AND CONTINGENCIES: Underwriters’ Deferred Discount Under the Business Combination Marketing Agreement, the Company shall pay an additional fee (the “Deferred Discount”) of 3.5% of the gross proceeds of the Public Offering (or $4,025,000) payable upon the Company’s completion of the initial Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes the Initial Business Combination.

Subsequent Events

Subsequent Events	3 Months Ended
	Dec. 31, 2020
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 7 – SUBSEQUENT EVENTS: Public Offering and private placements The registration statement relating to the Company’s Public Offering was declared effective by the United States Securities and Exchange Commission (the “SEC”) on February 16, 2021. The initial stage of the Company’s Public Offering— the sale of 10,000,000 Units — closed on February 19, 2021. Upon that closing and the concurrent closing of the initial stage of the Private Placement. $100 million was placed in a trust account. On March 3, 2021, upon the full exercise by the underwriters of their over-allotment option for the Public Offering, the second stage of the Public Offering — the sale of 1,500,000 Units — closed. Upon that closing and the concurrent closing of the second stage of the Private Placement, an additional $15 million was placed in the trust account. The Company intends to finance its initial Business Combination with the net proceeds from the Public Offering and the Private Placement. In the IPO, the Company issued and sold 11,500,000 units (including 1,500,000 units sold at a second closing pursuant to the underwriters’ exercise of their over-allotment option in full) at an offering price of $10.00 per unit. The Sponsor and EarlyBirdCapital, Inc. (the representative of the underwriters) purchased, in a private placement that occurred simultaneously with the two closings of the IPO, an aggregate of 352,857 and 27,143 Units, respectively, at a price of $10.00 per Unit. Each Unit (both those sold in the IPO and in the Private Placement) consists of one Class A ordinary share, $0.0001 par value, and one-half of one warrant, with each whole warrant exercisable for one Class A ordinary share (each, a “Warrant” and, collectively, the “Warrants”). Each Warrant entitles the holder thereof to purchase one whole Class A ordinary share at a price of $11.50 per share, subject to adjustment. No fractional shares will be issued upon exercise of the Warrants and only whole Warrants will trade. Each Warrant will become exercisable 30 days after the completion of the Company’s initial Business Combination and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption (only in the case of the Warrants sold in the Public Offering, or the “Public Warrants”) or liquidation. Once the Public Warrants become exercisable, the Company may redeem them in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders. Such redemption is subject to the Company’s sole discretion. The Warrants included in the Units sold in the Private Placement (the “Private Warrants”) are identical to the Public Warrants except that the Private Warrants, for so long as they are held by the Sponsor, EarlyBirdCapital, Inc. or their respective affiliates: (1) will not be redeemable by the Company; (2) may not (including the Class A ordinary shares issuable upon exercise of those warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders thereof until 30 days after the completion of the Company’s initial Business Combination; (3) may be exercised by the holders thereof on a cashless basis; and (4) they (including the Class A ordinary shares issuable upon exercise thereof) are entitled to registration rights. The Company paid an underwriting commission of 2.0% of the gross proceeds of the Public Offering and the full exercise of the underwriters’ over-allotment, or $2,300,000, in the aggregate, to the underwriters at the two closings of the Public Offering. Refer to Note 6 for more information regarding an additional fee payable to the underwriters upon the consummation of an Initial Business Combination. Related party transactions In February 2021, the Company borrowed an additional $20 thousand and repaid $150 thousand. On March 18, 2021 the Company repaid the remaining $20 thousand due under the promissory note. On March 18, 2021, the Company repaid the remaining $120 thousand Related Party balance as well.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Fiscal year end	a. Fiscal year end The Company’s fiscal year end is set as December 31.
Use of estimates in the preparation of financial statements	b. Use of estimates in the preparation of financial statements The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates and such differences may have a material impact on the Company’s financial statements.
Functional currency	c. Functional currency The U.S. dollar is the currency of the primary economic environment. The Company’s financing and operational costs are denominated in U.S. dollars. Accordingly, the functional currency of the Company is the U.S. dollar. Foreign currency assets and liabilities are translated into the primary currency using the exchange rates in effect on the balance sheet date. Currency transaction gains and losses are presented in financial expenses, as appropriate.
Cash and cash equivalents	d. Cash and cash equivalents The Company considers as cash equivalents all short-term, highly liquid investments, which include short-term bank deposits with original maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash. As of December 31, 2020, the Company has cash and cash equivalents in an amount of $52 thousand.
Accrued expenses	e. Accrued expenses The Company accounts for all expenses which have yet to be paid as accrued expenses. The Company has accrued expenses related to formation and other corporate costs as of December 31, 2020.
Income tax	f. Income tax The Company accounts for income taxes in accordance with ASC 740, “Income Taxes (hereafter – ASC 740). ASC 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that a portion or all of the deferred tax assets will not be realized, based on the weight of available positive and negative evidence. Deferred tax liabilities and assets are classified as non-current in accordance with ASU 2015-17. The Company accounts for uncertain tax positions in accordance with ASC 740-10. ASC 740-10 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative probability) likely to be realized upon ultimate settlement. The Company accrues interest and penalties related to unrecognized tax benefits under taxes on income (tax benefit).
Loss per share	g. Loss per share Basic earnings per share is computed by dividing net loss attributable to holders of ordinary shares of the Company, by the weighted average number of ordinary shares outstanding for the reporting period. In computing the Company’s diluted earnings per share, the denominator for diluted earnings per share is a computation of the weighted-average number of ordinary shares and the potential dilutive ordinary shares outstanding during the period.
Fair value measurement	h. Fair value measurement Fair value is based on the price that would be received from the sale of an asset or that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, the guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described as follows: Level Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value. As of December 31, 2020, the fair value of the Company’s accrued expenses approximated the carrying values of these instruments presented in the Company’s balance sheet because of their nature.

Loss Per Share (Tables)

Loss Per Share (Tables)	3 Months Ended
	Dec. 31, 2020
Earnings Per Share [Abstract]
Schedule of basic loss per share	Period from September 24, 2020 (inception) to December 31, 2020 U.S. dollars in thousands (except share and per share data) Loss attributable to Company’s shareholders 195,860 Loss attributable to Class A Ordinary shareholders 6,584 Weighted average of Class A Ordinary Shares outstanding 41,837 Basic and diluted loss per Class A Ordinary Share $ 0.16 Loss attributable to Class B Ordinary shareholders 189,276 Weighted average of Class B Ordinary Shares outstanding 1,202,806 Basic and diluted loss per Class B Ordinary Share $ 0.16

General (Details)

General (Details)	3 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Percentage of public share	100.00%

Significant Accounting Polici_2

Significant Accounting Policies (Details) $ in Thousands	3 Months Ended
	Dec. 31, 2020USD ($)
Accounting Policies [Abstract]
Cash and cash equivalents	$ 52
Percentage of tax benefit likely to be realized upon settlement	50.00%

Capital Deficiency (Details)

Capital Deficiency (Details) - USD ($)	1 Months Ended	3 Months Ended
	Nov. 20, 2020	Dec. 31, 2020
Capital Deficiency (Details) [Line Items]
Shares as compensation expense (in Dollars)		$ 860
Preferred shares authorized		5,000,000
Preferred shares par value (in Dollars per share)		$ 0.0001
Preferred shares issued		0
Preferred shares outstanding		0
Class A Ordinary Shares [Member]
Capital Deficiency (Details) [Line Items]
Ordinary shares issued	100,000	100,000
Ordinary shares par value (in Dollars per share)	$ 0.0001	$ 0.0001
Class B Ordinary Shares
Capital Deficiency (Details) [Line Items]
Ordinary shares issued	2,875,000	2,875,000	[1]
Ordinary shares par value (in Dollars per share)	$ 0.0001	$ 0.0001
Total consideration	25,000
Shares, Issued	287,500
Number of shares subject to forfeiture	375,000
[1]	Includes up to 375,000 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 3 and Note 7 – Subsequent Events – for more information regarding exercise of the of their over-allotment option in full).

Loss Per Share (Details) - Sche

Loss Per Share (Details) - Schedule of basic loss per share	3 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Loss attributable to Company’s shareholders	$ 195,860
Class A Ordinary Shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Loss attributable to ordinary shareholders	$ 6,584
Weighted average of ordinary Shares outstanding (in Shares) | shares	41,837
Basic and diluted loss per ordinary Share (in Dollars per share) | $ / shares	$ 0.16
Class B Ordinary Shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Loss attributable to ordinary shareholders	$ 189,276
Weighted average of ordinary Shares outstanding (in Shares) | shares	1,202,806
Basic and diluted loss per ordinary Share (in Dollars per share) | $ / shares	$ 0.16

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($) $ in Thousands	1 Months Ended
	Dec. 16, 2020	Mar. 18, 2021	Dec. 31, 2020	Dec. 09, 2020
Related Party Transactions (Details) [Line Items]
Outstanding balance		$ 120
Promissory Note [Member]
Related Party Transactions (Details) [Line Items]
principal amount				$ 300
Outstanding balance			$ 150
Administrative Services Agreement [Member]
Related Party Transactions (Details) [Line Items]
Administrative monthly payments	$ 10

Commitments and Contingencies (

Commitments and Contingencies (Details)	3 Months Ended
	Dec. 31, 2020USD ($)
Commitments and Contingencies Disclosure [Abstract]
Underwriters deferred discount percentage	3.50%
Gross proceeds of public offering	$ 4,025,000

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	Mar. 03, 2021	Feb. 19, 2021	Feb. 16, 2021	Dec. 31, 2020	Mar. 21, 2021	Mar. 18, 2021	Feb. 28, 2021
Subsequent Events (Details) [Line Items]
Gross proceeds				$ 25,000
Company repaid						$ 120,000
Promissory Note [Member]
Subsequent Events (Details) [Line Items]
Company repaid				$ 150,000
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Sale of unit (in Shares)	1,500,000		10,000,000
Trust account	$ 15,000,000	$ 100,000,000
Share price (in Dollars per share)	$ 10
Sale of stock, description	Each Unit (both those sold in the IPO and in the Private Placement) consists of one Class A ordinary share, $0.0001 par value, and one-half of one warrant, with each whole warrant exercisable for one Class A ordinary share (each, a “Warrant” and, collectively, the “Warrants”). Each Warrant entitles the holder thereof to purchase one whole Class A ordinary share at a price of $11.50 per share, subject to adjustment. No fractional shares will be issued upon exercise of the Warrants and only whole Warrants will trade. Each Warrant will become exercisable 30 days after the completion of the Company’s initial Business Combination and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption (only in the case of the Warrants sold in the Public Offering, or the “Public Warrants”) or liquidation.
Warrant exercise price (in Dollars per share)					$ 0.01
Underwriting commission percentage	2.00%
Company borrowed							$ 20,000
Company repaid							$ 150,000
Subsequent Event [Member] | Promissory Note [Member]
Subsequent Events (Details) [Line Items]
Company repaid						$ 20,000
Sponsor [Member] | Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Share price (in Dollars per share)	$ 10
IPO [Member] | Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Sale of unit (in Shares)	11,500,000
IPO [Member] | Sponsor [Member] | First Closing [Member]
Subsequent Events (Details) [Line Items]
Sale of unit (in Shares)	352,857
IPO [Member] | Sponsor [Member] | Second Closing [Member]
Subsequent Events (Details) [Line Items]
Sale of unit (in Shares)	27,143
Over-Allotment Option [Member]
Subsequent Events (Details) [Line Items]
Sale of unit (in Shares)	1,500,000
Over-Allotment Option [Member] | Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Gross proceeds	$ 2,300,000
Class A ordinary shares [Member] | Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Warrant exercise price (in Dollars per share)	$ 18