Moringa Acquisition (MACA) 10-Q 16 Aug 21 2021 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information	6 Months Ended
	Jun. 30, 2021shares
Document Information Line Items
Entity Registrant Name	MORINGA ACQUISITION CORP
Trading Symbol	MACA
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001835416
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 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
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40073
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	250 Park Avenue
Entity Address, Address Line Two	7th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	(212)
Local Phone Number	572-6395
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Entity Tax Identification Number	00-0000000
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

Unaudited Condensed Balance She

Unaudited Condensed Balance Sheets - USD ($)	Jun. 30, 2021	Dec. 31, 2020
CURRENT ASSETS:
Cash and cash equivalents	$ 267,961	$ 51,701
Prepaid expenses	325,000
Deferred offering costs		77,699
TOTAL CURRENT ASSETS	592,961	129,400
NON-CURRENT ASSETS:
Prepaid expenses	206,353
Cash held in Trust Account	115,002,424
TOTAL ASSETS	115,801,738	129,400
CURRENT LIABILITIES:
Accrued expenses	23,504	29,400
Accounts payable	50,371
Related party	10,000	269,990
TOTAL CURRENT LIABILITIES	83,875	299,390
NON-CURRENT LIABILITIES:
Private warrant liability	346,940
TOTAL LIABILITIES	430,815	299,390
COMMITMENTS AND CONTINGENCIES
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION: 11,500,000 shares at June 30, 2021, at redemption value of $10	115,000,000
SHAREHOLDERS’ EQUITY (CAPITAL DEFICIENCY):
Class A Ordinary Shares, $0.0001 par value; 500,000,000 shares authorized 480,000 issued and outstanding (excluding 11,500,000 shares subject to possible redemption) as of June 30, 2021, and 100,000 issued and outstanding as of December 31, 2020;	48	10
Class B Ordinary Shares, $0.0001 par value; 50,000,000 shares authorized, 2,875,000 issued and outstanding as of June 30, 2021 and December 31, 2020;	288	288
Preferred Shares, $0.0001 par value; 5,000,000 shares authorized, no shares issued and outstanding as of June 30, 2021 and December 31, 2020.
Additional paid-in capital	855,994	25,572
Accumulated deficit	(485,407)	(195,860)
TOTAL SHAREHOLDERS’ EQUITY (CAPITAL DEFICIENCY)	370,923	(169,990)
TOTAL LIABILITIES, SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ EQUITY (CAPITAL DEFICIENCY)	$ 115,801,738	$ 129,400

Unaudited Condensed Balance S_2

Unaudited Condensed Balance Sheets (Parentheticals) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Ordinary shares, shares issued	2,875
Preferred shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred shares, shares authorized	5,000,000	5,000,000
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0
Class A Ordinary Shares
Ordinary shares subject to possible redemption, shares	11,500,000
Ordinary shares subject to possible redemption, redemption value (in Dollars)	$ 10
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	500,000,000	500,000,000
Ordinary shares, shares issued	480,000	100,000
Ordinary shares, shares outstanding	480,000	100,000
Class B Ordinary Shares
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	50,000,000	50,000,000
Ordinary shares, shares issued	2,875,000	2,875,000
Ordinary shares, shares outstanding	2,875,000	2,875,000

Unaudited Condensed Statements

Unaudited Condensed Statements of Operations - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021
Income Statement [Abstract]
INTEREST EARNED ON MARKETABLE SECURITIES HELD IN TRUST ACCOUNT	$ 1,748	$ 2,424
FORMATION AND OTHER OPERATING EXPENSES	(195,061)	(287,715)
CHANGE IN FAIR VALUE OF WARRANT LIABILITY	1,520	(4,256)
NET LOSS FOR THE PERIOD	$ (191,793)	$ (289,547)
WEIGHTED AVERAGE NUMBER OF CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (in Shares)	11,500,000	8,205,556
BASIC AND DILUTED NET LOSS PER CLASS A ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION (in Dollars per share)	$ 0.01	$ 0.03
WEIGHTED AVERAGE NUMBER OF NON-REDEEMABLE CLASS A AND CLASS B ORDINARY SHARE (in Shares)	3,355,000	3,247,445
BASIC AND DILUTED NET LOSS PER NON-REDEEMABLE CLASS A AND CLASS B ORDINARY SHARE (in Dollars per share)	$ 0.01	$ 0.03

Unaudited Condensed Statement_2

Unaudited Condensed Statements of Changes in Shareholders’ Equity (Capital Deficiency) - USD ($)	Ordinary shares	Additional paid-in capital	Accumulated deficit	Total
Balance at Dec. 31, 2020	$ 298	$ 25,572	$ (195,860)	$ (169,990)
Balance (in Shares) at Dec. 31, 2020	2,975,000
Sale of 380,000 Private Class A ordinary shares, net of issuance costs (see Note 3) (in Shares)	38	3,380,610		3,380,648
Sale of 380,000 Private Class A ordinary shares, net of issuance costs (see Note 3) (in Shares)	380,000
Accretion for Public Class A ordinary shares to redemption amount		$ (2,550,188)		$ (2,550,188)
Net loss for the period			(97,754)	(97,754)
Balance at Mar. 31, 2021	$ 336	855,994	(293,614)	562,716
Balance (in Shares) at Mar. 31, 2021	3,355,000
Net loss for the period			(191,793)	(191,793)
Balance at Jun. 30, 2021	$ 336	$ 855,994	$ (485,407)	$ 370,923
Balance (in Shares) at Jun. 30, 2021	3,355,000

Unaudited Condensed Statement_3

Unaudited Condensed Statements of Changes in Shareholders’ Equity (Capital Deficiency) (Parentheticals)	3 Months Ended
	Mar. 31, 2021shares
Statement of Stockholders' Equity [Abstract]
Sale of Private Class A ordinary shares	380,000

Unaudited Condensed Statement_4

Unaudited Condensed Statements of Cash Flows	6 Months Ended
	Jun. 30, 2021USD ($)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period	$ (289,547)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in the fair value of the private warrant liability	4,256
Changes in operating assets and liabilities:
Increase in prepaid expenses	(531,353)
Decrease in related party	(110,000)
Increase in accounts payable	50,372
Increase in accrued expenses	(5,896)
Net cash used in operating activities	(882,168)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of Class B Ordinary Shares
Issuance of Class A Ordinary Shares
Deferred offering costs
Sale of Public Units	115,000,000
Payment of underwriting commissions and offering expenses	(2,549,158)
Sale of Private Units	3,800,000
Proceeds from a promissory note – related party	20,000
Repayment of promissory note – related party	(169,990)
Net cash provided by financing activities	116,100,852
INCREASE IN CASH, CASH EQUIVALENTS AND CASH HELD IN A TRUST ACCOUNT	115,218,684
CASH, CASH EQUIVALENTS AND CASH HELD IN A TRUST ACCOUNT AT BEGINNING OF THE PERIOD	51,701
CASH, CASH EQUIVALENTS AND CASH HELD IN A TRUST ACCOUNT AT END OF THE PERIOD	115,270,385
RECONCILIATION OF CASH, CASH EQUIVALENTS AND CASH HELD IN A TRUST ACCOUNT:
Cash and cash equivalents	267,961
Cash held in trust account	115,002,424
Total cash, cash equivalents and cash held in a trust account	115,270,385
SUPPLEMENTARY INFORMATION REGARDING NON-CASH ACTIVITIES:
Deferred offering costs	$ 77,699

Description of Organization and

Description of Organization and Business Operations	6 Months Ended
	Jun. 30, 2021
General [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS: a. Organization and General 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). The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). All activity for the period from September 24, 2020 (inception) through June 30, 2021 relates to the Company’s formation and its initial public offering (the “Public Offering”) described below. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering and the Private Placement (as defined below in Note 3). The Company has selected December 31 as its fiscal year end. b. Sponsor and Financing The Company’s sponsor is Moringa Sponsor, L.P., a Cayman exempted limited partnership (which is referred to herein, together with its wholly-owned subsidiary, Moringa Sponsor (US) LP, a Delaware limited partnership, as the “Sponsor”). 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 (as defined below in Note 3). $100,000,000 was placed in a trust account (the “Trust Account”) (discussed in (c) below). 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 $15,000,000 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. c. The Trust Account The proceeds held in the Trust Account will be invested in money market funds registered under the Investment Company Act and compliant with Rule 2a-7 thereof that maintain a stable net asset value of $1.00. Unless and until the Company completes the Initial Business Combination, it may pay its expenses only from the net proceeds of the Public Offering and the Private Placements of $3,800 thousand held outside the Trust Account less any offering expenses (not including underwriting commission) paid upon the closing of the Public Offering and the exercise of the underwriters’ over-allotment option in full. The Company’s complies with the provisions of ASU 2016-18, under which changes in proceeds held in the Trust Account are accounted for as Changes in Cash, Cash Equivalents and Trust Account in the Company’s Statements of Cash Flows. d. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering and the Private Placement are intended to be generally applied toward consummating an initial Business Combination. The initial Business Combination must occur with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding taxes payable on the income accrued in the Trust Account). There is no assurance that the Company will be able to successfully consummate an initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will provide its public shareholders the opportunity to redeem all or a portion of their shares upon the completion of the initial Business Combination, either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 following such redemptions. In such case, the Company would not proceed with the redemption of its public shares and the related initial Business Combination, and instead may search for an alternate initial Business Combination. If the Company holds a shareholder vote or there is a tender offer for shares in connection with an initial Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account, calculated as of two days prior to the general meeting or commencement of the Company’s tender offer, including interest but less taxes payable. As a result, the Company’s Public Class A ordinary shares are classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s amended and restated memorandum and articles of association, if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and 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 liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Class B ordinary shares (as described in Note 6) held by them if the Company fails to complete the initial Business Combination within 24 months of the closing of the Public Offering or during any extended time that the Company has to consummate an initial Business Combination beyond 24 months as a result of a shareholder vote to amend its amended and restated memorandum and articles of association. However, if the Sponsor or any of the Company’s directors or officers acquire any Class A ordinary shares, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, under the circumstances, and, subject to the limitations, described herein.

Significant Accounting Policies

Significant Accounting Policies	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: a. Basis of Presentation The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the SEC for interim financial information and the instructions to Form 10-Q. Certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements under U.S. GAAP and the rules of the SEC. These unaudited condensed financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. These adjustments are of a normal, recurring nature. Interim period operating results may not be indicative of the operating results for a full year. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s final prospectus for the Public Offering filed with the SEC on February 16, 2021, as well as the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the period from September 24, 2o20 (inception) to December 31, 2020 dated March 31, 2021. 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. c. 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 June 30, 2021, the Company held its cash and cash equivalents in an SVB bank account, and its Cash Held in Trust Account in Goldman Sachs money market funds. Money market funds are characterized as Level I investments within the fair value hierarchy under ASC 820. d. Class A Ordinary Shares subject to possible redemption As discussed in Note 1, all of the 11,500,000 shares of Class A common stock sold as parts of the Units in the Public Offering contain a redemption feature. In accordance with the Accounting Standards Codification 480-10-S99-3A “Classification and Measurement of Redeemable Securities”, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. The Company has classified all of the shares sold under the Public Units as subject to possible redemption. e. Net loss per share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. The Company applies the two-class method in calculating net loss per each share – Class A ordinary share subject to possible redemption, non-redeemable Class A and Class B ordinary shares. As of June 30, 2021, the Company had outstanding warrants to purchase up to 5,940,000 shares of Class A common stock. The weighted average of these shares was excluded from the calculation of diluted net loss per share since the exercise of the warrants is contingent upon the occurrence of future events. As of June 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares and then share in the earnings of the Company. As a result, diluted net loss per share is the same as basic net loss per share for the period. f. Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. g. Public Warrants The Company applied the provisions of ASC 815-40 and classified its public warrants, issued as part of the Public Units as detailed in Note 3, as equity securities. g. Private Warrant liability The Company accounts for the warrants in accordance with the guidance contained in Accounting Standards Codification 815 (“ASC 815”), “Derivatives and Hedging”, under which the warrants do not meet the criteria for equity treatment and must be recorded as derivative liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until the warrants are exercised or expire, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Private Warrants (as defined in Note 3) has been estimated using a Black-Scholes-Merton model. h. Financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures”, approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. i. 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. j. Offering Costs The Company complies with the requirements of the Accounting Standards Codification 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. The Company incurred offering costs in connection with its Public Offering of $334,345. These costs, together with the upfront underwriter discount, of $2,300,000 were allocated between the sale of the Public Units and the Private Units. Out of the total amount of offering costs, $2,626,857 were charged to Additional Paid-in Capital upon the closing of the Public Offering. The remaining amount of $7,599 was allocated to the Private Warrant Liability, and therefore charged as an expense. k. 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). l. Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted would have a material effect on the Company’s financial statements.

Public Offering and Private Pla

Public Offering and Private Placements	6 Months Ended
	Jun. 30, 2021
Public Offering And Private Placements [Abstract]
PUBLIC OFFERING AND PRIVATE PLACEMENTS	NOTE 3 - PUBLIC OFFERING AND PRIVATE PLACEMENTS: In the Initial Public Offering, 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 “Units”). The Sponsor and EarlyBirdCapital, Inc. (the representative of the underwriters) purchased, in a private placement that occurred simultaneously with the two closings of the initial Public Offering (the “Private Placement”), 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 initial Public Offering 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 “Public Warrant” and a “Private 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. 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 5 for more information regarding an additional fee payable to the underwriters upon the consummation of an Initial Business Combination.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 4 - RELATED PARTY TRANSACTIONS: a. 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) June 30, 2021, or (ii) the date of a capital raise (i.e., the closing of the initial Public Offering). Any drawn amounts could be prepaid at any time. The promissory note did not bear any interest on the principal amount outstanding thereunder. The Company borrowed $170 thousand under the promissory note. On March 3, 2021, concurrently with the second closing under the Public Offering, the Company repaid the Sponsor $150 thousand of the principal amount due under the promissory note. On 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. b. 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 initial Public Offering and will continue until the earlier of (i) the consummation of the Company’s initial Business Combination, or (ii) the Company’s liquidation. As of June 30, 2021 the Company accrued for approximately $10 thousand with regards to this agreement, recorded under the Related Party balance. The composition of the Related Party balance as of June 30, 2021 and December 31, 2020 is as follows: June 30, December 31, In U.S. dollars Promissory note - 149,990 Legal fees paid by Sponsor - 120,000 Accrual for Administrative Services Agreement 10,000 - 10,000 269,990

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 5 - COMMITMENTS AND CONTINGENCIES: Underwriters’ Deferred Discount Under the Business Combination Marketing Agreement, the Company shall pay an additional fee (hereafter – 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.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2021
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 6 - FAIR VALUE MEASUREMENTS: The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). The fair value hierarchy under ASC 820 prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Basis for Fair Value Measurement Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active or financial instruments for which significant inputs to models are observable (including but not limited to quoted prices for similar securities, interest rates, foreign exchange rates, volatility and credit risk), either directly or indirectly; Level 3: Prices or valuations that require significant unobservable inputs (including the Management’s assumptions in determining fair value measurement). The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2021 by level within the fair value hierarchy: Level June 30, Assets: Money market funds held in Trust Account 1 $ 115,002,424 Liabilities: Private Warrant Liability 3 $ 346,940 The estimated fair value of the Private Placement Warrants was determined using a Black-Scholes-Merton model with Level 3 inputs. Inherent in a Black-Scholes-Merton model are assumptions related to expected life (term), expected stock price, volatility, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer companies’ Class A ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs: As of June 30, Share price $ 10.0 Strike price $ 11.5 Term (in years) 5.16 volatility 30 % Risk-free interest rate 0.88 % Dividend yield 0.00 % The change in the fair value of the Warrants measured with Level 3 inputs for the period from March 3, 2021 (Initial Measurement) through June 30, 2021 is summarized as follows: In U.S dollars Value of private warrant liability measured with Level 3 inputs on the issuance date 342,684 Change in fair value of private warrant liability measured with Level 3 inputs 4,256 Transfer in/out - Value of warrant liability measured with Level 3 inputs at June 30, 2021 346,940

Shareholders_ Equity

Shareholders’ Equity	6 Months Ended
	Jun. 30, 2021
Stockholders' Equity Note [Abstract]
SHAREHOLDERS’ EQUITY	NOTE 7 - SHAREHOLDERS’ EQUITY: a. Ordinary Shares 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 (hereafter – the Representative Shares) for a consideration equal to the par value of the shares. 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 that were issued to the Sponsor. Pursuant to the initial Public Offering and the concurrent Private Placement that were each effected in two closings— on February 19, 2021 and March 3, 2021— the Company issued and sold an aggregate of 11,500,000 and 380,000 Class A ordinary shares as part of the Units sold in those respective transactions. The Units (which also included Warrants) were sold at a price of $10 per Unit, and for an aggregate consideration of $115 million and $3.8 million in the Public Offering and Private Placement, respectively. See Note 3 above for further information regarding those share issuances. The Company classified its 11,500,000 Public Class A ordinary shares as temporary equity. The remaining 480,000 Private Class A ordinary shares were classified as permanent equity. 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 the Sponsor’s wholly-owned Delaware subsidiary. Out of the 2,875,00 Class B ordinary shares, up to 375,000 were subject to forfeiture if the underwriters were to not exercise their over-allotment in full or in part. Because the underwriters exercised their over-allotment option in full on March 3, 2021, that potential forfeiture did not occur. Class B ordinary shares are convertible into non-redeemable Class A ordinary shares, on a one-for-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. b. Preferred shares The Company is authorized to issue up to 5,000,000 Preferred Shares of $0.0001 par value each. As of June 30, 2021, the Company has no preferred shares issued and outstanding.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 8 - SUBSEQUENT EVENTS: On August 9, 2021 the Company and the Sponsor have entered into a Promissory Note agreement, according to which the Company may withdraw up to $1 million to fulfill its ongoing operational needs or preparations towards an Initial Business Combination. Up until the issuance date of these condensed financial statements, no amounts have been drawn under the Promissory Note.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	a. Basis of Presentation The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the SEC for interim financial information and the instructions to Form 10-Q. Certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements under U.S. GAAP and the rules of the SEC. These unaudited condensed financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. These adjustments are of a normal, recurring nature. Interim period operating results may not be indicative of the operating results for a full year. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s final prospectus for the Public Offering filed with the SEC on February 16, 2021, as well as the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the period from September 24, 2o20 (inception) to December 31, 2020 dated March 31, 2021.
Emerging Growth Company	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.
Cash and cash equivalents	c. 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 June 30, 2021, the Company held its cash and cash equivalents in an SVB bank account, and its Cash Held in Trust Account in Goldman Sachs money market funds. Money market funds are characterized as Level I investments within the fair value hierarchy under ASC 820.
Class A Ordinary Shares subject to possible redemption	d. Class A Ordinary Shares subject to possible redemption As discussed in Note 1, all of the 11,500,000 shares of Class A common stock sold as parts of the Units in the Public Offering contain a redemption feature. In accordance with the Accounting Standards Codification 480-10-S99-3A “Classification and Measurement of Redeemable Securities”, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. The Company has classified all of the shares sold under the Public Units as subject to possible redemption.
Net loss per share	e. Net loss per share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. The Company applies the two-class method in calculating net loss per each share – Class A ordinary share subject to possible redemption, non-redeemable Class A and Class B ordinary shares. As of June 30, 2021, the Company had outstanding warrants to purchase up to 5,940,000 shares of Class A common stock. The weighted average of these shares was excluded from the calculation of diluted net loss per share since the exercise of the warrants is contingent upon the occurrence of future events. As of June 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares and then share in the earnings of the Company. As a result, diluted net loss per share is the same as basic net loss per share for the period.
Concentration of credit risk	f. Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Public Warrants	g. Public Warrants The Company applied the provisions of ASC 815-40 and classified its public warrants, issued as part of the Public Units as detailed in Note 3, as equity securities.
Private Warrant liability	g. Private Warrant liability The Company accounts for the warrants in accordance with the guidance contained in Accounting Standards Codification 815 (“ASC 815”), “Derivatives and Hedging”, under which the warrants do not meet the criteria for equity treatment and must be recorded as derivative liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until the warrants are exercised or expire, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Private Warrants (as defined in Note 3) has been estimated using a Black-Scholes-Merton model.
Financial instruments	h. Financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures”, approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Use of estimates in the preparation of financial statements	i. 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.
Offering Costs	j. Offering Costs The Company complies with the requirements of the Accounting Standards Codification 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. The Company incurred offering costs in connection with its Public Offering of $334,345. These costs, together with the upfront underwriter discount, of $2,300,000 were allocated between the sale of the Public Units and the Private Units. Out of the total amount of offering costs, $2,626,857 were charged to Additional Paid-in Capital upon the closing of the Public Offering. The remaining amount of $7,599 was allocated to the Private Warrant Liability, and therefore charged as an expense.
Income tax	k. 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).
Recent accounting pronouncements	l. Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted would have a material effect on the Company’s financial statements.

Related Party Transactions (Tab

Related Party Transactions (Tables)	6 Months Ended
	Jun. 30, 2021
Related Party Transactions [Abstract]
Schedule of composition of the related party balance	June 30, December 31, In U.S. dollars Promissory note - 149,990 Legal fees paid by Sponsor - 120,000 Accrual for Administrative Services Agreement 10,000 - 10,000 269,990

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of fair value hierarchy of valuation techniques	Level June 30, Assets: Money market funds held in Trust Account 1 $ 115,002,424 Liabilities: Private Warrant Liability 3 $ 346,940
Schedule of Level 3 fair value measurements inputs at their measurement date	As of June 30, Share price $ 10.0 Strike price $ 11.5 Term (in years) 5.16 volatility 30 % Risk-free interest rate 0.88 % Dividend yield 0.00 %
Schedule of derivative warrant liabilities	In U.S dollars Value of private warrant liability measured with Level 3 inputs on the issuance date 342,684 Change in fair value of private warrant liability measured with Level 3 inputs 4,256 Transfer in/out - Value of warrant liability measured with Level 3 inputs at June 30, 2021 346,940

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	Mar. 03, 2021	Feb. 16, 2021	Jun. 30, 2021
Description of Organization and Business Operations (Details) [Line Items]
Initial public offering			11,500,000
Trust account per public share (in Dollars per share)			$ 1
Net proceeds of the public offering and private placements (in Dollars)			$ 3,800
Fair market value percentage			80.00%
Net tangible assets (in Dollars)			$ 5,000,001
Interest dissolution expenses (in Dollars)			$ 100,000
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Initial public offering		10,000,000
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Initial public offering	15,000,000	100,000,000
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Initial public offering	1,500,000		1,500,000

Significant Accounting Polici_2

Significant Accounting Policies (Details)	6 Months Ended
	Jun. 30, 2021USD ($)shares
Accounting Policies [Abstract]
Share amount (in Shares) | shares	11,500,000
Purchase shares (in Shares) | shares	5,940,000
Federal depository insurance coverage	$ 250,000
Incurred offering costs	334,345
Underwriter discount	2,300,000
Total offering costs	2,626,857
Remaining amount	$ 7,599
Percentage of tax benefit	50.00%

Public Offering and Private P_2

Public Offering and Private Placements (Details) - USD ($)	Mar. 03, 2021	Feb. 16, 2021	Jun. 30, 2021	Feb. 19, 2021	Dec. 31, 2020	Nov. 20, 2020
Public Offering and Private Placements (Details) [Line Items]
Sale of stock (in Shares)			11,500,000
Offering price per share			$ 10
Aggregate share (in Shares)			352,857
Aggregate units (in Shares)			27,143
Business combination term			5 years
Warrants price per share			$ 0.01
Exceeds per share			$ 18
Underwriting commission percentage			2.00%
Underwriters' over-allotment (in Dollars)			$ 2,300,000
Over-Allotment Option [Member]
Public Offering and Private Placements (Details) [Line Items]
Sale of stock (in Shares)	1,500,000		1,500,000
Private Placement [Member]
Public Offering and Private Placements (Details) [Line Items]
Sale of stock (in Shares)	15,000,000	100,000,000
Price per share			$ 10
Class A Ordinary Share [Member]
Public Offering and Private Placements (Details) [Line Items]
Price per share	$ 10			$ 10
Ordinary shares, par value			0.0001		$ 0.0001	$ 0.0001
Share issued price per share			$ 11.50

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($) $ in Thousands	Mar. 03, 2021	Mar. 18, 2021	Feb. 28, 2021	Dec. 16, 2020	Jun. 30, 2021	Dec. 09, 2020
Related Party Transactions (Details) [Line Items]
Repaid of promissory note			$ 150
Administrative Services Agreement [Member]
Related Party Transactions (Details) [Line Items]
Administrative monthly payments				$ 10
Accrued agreement					$ 10
Promissory Note [Member]
Related Party Transactions (Details) [Line Items]
Borrowing amount			$ 20		$ 170
Repaid of promissory note	$ 150	$ 20
Outstanding balance		$ 120
Promissory Note [Member]
Related Party Transactions (Details) [Line Items]
Principal amount						$ 300

Related Party Transactions (D_2

Related Party Transactions (Details) - Schedule of composition of the related party balance - USD ($)	Jun. 30, 2021	Dec. 31, 2020
In U.S. dollars
Promissory note		$ 149,990
Legal fees paid by Sponsor		120,000
Accrual for Administrative Services Agreement	10,000
Total	$ 10,000	$ 269,990

Commitments and Contingencies (

Commitments and Contingencies (Details)	6 Months Ended
	Jun. 30, 2021USD ($)
Commitments and Contingencies (Details) [Line Items]
Underwriters deferred discount percentage	3.50%
Public Offering [Member]
Commitments and Contingencies (Details) [Line Items]
Gross proceeds	$ 4,025,000

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of fair value hierarchy of valuation techniques	Jun. 30, 2021USD ($)
Level 1 [Member]
Assets:
Money market funds held in Trust Account	$ 115,002,424
Level 3 [Member]
Liabilities:
Private Warrant Liability	$ 346,940

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of Level 3 fair value measurements inputs at their measurement date	6 Months Ended
	Jun. 30, 2021$ / shares$ / item
Schedule of Level 3 fair value measurements inputs at their measurement date [Abstract]
Share price (in Dollars per share) | $ / shares	$ 10
Strike price (in Dollars per Item) | $ / item	11.5
Term (in years)	5 years 1 month 28 days
volatility	30.00%
Risk-free interest rate	0.88%
Dividend yield	0.00%

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of derivative warrant liabilities	6 Months Ended
	Jun. 30, 2021USD ($)
Schedule of derivative warrant liabilities [Abstract]
Value of private warrant liability measured with Level 3 inputs on the issuance date	$ 342,684
Change in fair value of private warrant liability measured with Level 3 inputs	4,256
Transfer in/out
Value of warrant liability measured with Level 3 inputs at June 30, 2021	$ 346,940

Shareholders_ Equity (Details)

Shareholders’ Equity (Details) - USD ($)	Mar. 03, 2021	Feb. 19, 2021	Nov. 20, 2020	Jun. 30, 2021	Dec. 31, 2020
Shareholders’ Equity (Details) [Line Items]
Ordinary shares issued				2,875
Shares as compensation expense (in Dollars)				$ 860
Preferred shares authorized				5,000,000	5,000,000
Preferred shares par value (in Dollars per share)				$ 0.0001	$ 0.0001
Class A Ordinary Shares [Member]
Shareholders’ Equity (Details) [Line Items]
Ordinary shares issued			100,000	480,000	100,000
Ordinary shares par value (in Dollars per share)			$ 0.0001	$ 0.0001	$ 0.0001
Issuance of stock (in Dollars)	$ 380,000	$ 11,500,000
Sale price per unit (in Dollars per share)	$ 10	$ 10
Consideration amount (in Dollars)	$ 115,000,000	$ 3,800,000
Temporary equity				11,500,000
Remaining permanent equity shares				480,000
Class B Ordinary Shares [Member]
Shareholders’ Equity (Details) [Line Items]
Ordinary shares issued			2,875,000	2,875,000	2,875,000
Ordinary shares par value (in Dollars per share)			$ 0.0001	$ 0.0001	$ 0.0001
Total consideration			25,000
Number of shares subject to forfeiture				375,000

Subsequent Events (Details)

Subsequent Events (Details) $ in Millions	Aug. 09, 2021USD ($)
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Withdraw amount	$ 1