Document and Entity Information
Document and Entity Information - shares | 2 Months Ended | |
Mar. 31, 2021 | Jun. 04, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Entity File Number | 001-40368 | |
Entity Registrant Name | TradeUP Global Corp | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1584130 | |
Entity Address, Address Line One | 437 Madison Avenue, 27th Floor | |
Entity Address, City or Town | New York | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | 732 | |
Local Phone Number | 910-9692 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001847075 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Transition Report | false | |
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | |
Trading Symbol | TUGCU | |
Security Exchange Name | NASDAQ | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | TUGC | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 1,074,780 | |
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | |
Trading Symbol | TUGCW | |
Security Exchange Name | NASDAQ | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 272,247 |
UNAUDITED CONDENSED BALANCE SHE
UNAUDITED CONDENSED BALANCE SHEET | Mar. 31, 2021USD ($) | |
ASSETS | ||
Cash | $ 40,571 | |
Total Current Assets | 40,571 | |
Other Assets | ||
Deferred offering costs | 272,187 | |
Total Assets | 312,758 | |
Liabilities and Shareholder's Equity | ||
Accrued expenses | 197,268 | |
Promissory note - related party | 95,000 | |
Total Current Liabilities | 292,268 | |
Commitments and Contingencies | ||
Stockholder's Equity | ||
Preference shares, $0.0001 par value, 1,000,000 shares authorized, none issued and outstanding | ||
Additional paid-in capital | 24,885 | |
Accumulated deficit | (4,510) | |
Total Stockholder's Equity | 20,490 | |
Total Liabilities and Shareholder's Equity | 312,758 | |
Class A Common Stock | ||
Stockholder's Equity | ||
Common stock | 0 | |
Total Stockholder's Equity | 0 | |
Class B Common Stock | ||
Stockholder's Equity | ||
Common stock | 115 | [1] |
Total Stockholder's Equity | $ 115 | |
[1] | (1) This number includes 27,753 ordinary shares forfeited if the over-allotment option is not exercised in full by the underwriters (see Note 5). |
UNAUDITED CONDENSED BALANCE S_2
UNAUDITED CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Mar. 31, 2021 | Feb. 01, 2021 |
Preferred stock, par value, (per share) | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Over-allotment option | ||
Shares subject to forfeiture | 27,753 | |
Class A Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | |
Common shares, shares authorized | 200,000,000 | |
Common shares, shares issued | 0 | |
Common shares, shares outstanding | 0 | |
Class B Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | |
Common shares, shares authorized | 20,000,000 | |
Common shares, shares issued | 1,150,000 | 1,150,000 |
Common shares, shares outstanding | 1,150,000 | 1,150,000 |
Shares subject to forfeiture | 150,000 | |
Class B Common Stock | Over-allotment option | ||
Shares subject to forfeiture | 150,000 |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF OPERATIONS | 2 Months Ended | |
Mar. 31, 2021USD ($)$ / sharesshares | ||
UNAUDITED CONDENSED STATEMENT OF OPERATIONS | ||
Formation costs | $ 4,510 | |
Net loss | $ (4,510) | |
Basic and diluted weighted average Class B ordinary shares outstanding (in shares) | shares | 1,000,000 | [1] |
Basic and diluted net loss per Class B ordinary share (per share) | $ / shares | $ 0 | |
[1] | (1) This number excludes up to 150,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENT OF OPERATIONS (Parenthetical) | Mar. 31, 2021shares |
Over-allotment option | |
Shares subject to forfeiture | 27,753 |
Class B Common Stock | |
Shares subject to forfeiture | 150,000 |
Class B Common Stock | Over-allotment option | |
Shares subject to forfeiture | 150,000 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY - 2 months ended Mar. 31, 2021 - USD ($) | Preference Shares | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total | |
Balance at the beginning at Jan. 25, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Balance at the beginning (in shares) at Jan. 25, 2021 | 0 | 0 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Founder shares issued to initial shareholder | [1] | $ 115 | 24,885 | 0 | 25,000 | ||
Founder shares issued to initial shareholder (in shares) | [1] | 1,150,000 | |||||
Net loss | 0 | (4,510) | (4,510) | ||||
Balance at the end at Mar. 31, 2021 | $ 0 | $ 0 | $ 115 | $ 24,885 | $ (4,510) | $ 20,490 | |
Balance at the end (in shares) at Mar. 31, 2021 | 0 | 0 | 1,150,000 | ||||
[1] | (1) This number includes 27,753 ordinary shares forfeited if the over-allotment option is not exercised in full by the underwriters (see Note 5). |
UNAUDITED CONDENSED STATEMENT_4
UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY (Parenthetical) | Mar. 31, 2021shares |
Over-allotment option | |
Shares subject to forfeiture | 27,753 |
UNAUDITED CONDENSED STATEMENT_5
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS | 2 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (4,510) |
Net Cash Used in Operating Activities | (4,510) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of promissory note to related party | 90,000 |
Payment of deferred offering costs | (44,919) |
Net Cash Provided by Financing Activities | 45,081 |
Net Change in Cash | 40,571 |
Cash - Beginning | 0 |
Cash - Ending | 40,571 |
Supplemental Disclosure of Cash Flow Information: | |
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 |
Deferred offering costs paid by promissory note - related party | 5,000 |
Accrued deferred offering costs | $ 197,268 |
Organization, Business Operatio
Organization, Business Operation and Going Concern Consideration | 2 Months Ended |
Mar. 31, 2021 | |
Organization, Business Operation and Going Concern Consideration | |
Organization, Business Operation and Going Concern Consideration | Note 1 – Organization, Business Operation and Going Concern Consideration TradeUP Global Corporation (the “Company”) is a newly organized blank check company incorporated as a Cayman Islands exempted company on January 26, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). As of March 31, 2021, the Company has not selected any Business Combination target and it has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target with respect to the Business Combination. The Company has selected December 31 as its fiscal year end. As of March 31, 2021, the Company had not commenced any operations. For the period from January 26, 2021 (inception) through March 31, 2021, the Company’s efforts have been limited to organizational activities as well as activities related to the Company’s initial public offering (the “Initial Public Offering”). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering became effective on April 28, 2021. On May 3, 2021, the Company consummated the Initial Public Offering of 4,000,000 units (the “Public Units”), which excluded the over-allotment option in the amount of up to 600,000 Public Units, at $10.00 per Public Unit, generating gross proceeds of $40,000,000 which is described in Note 3. The underwriters have a 45-day option from the effective date of the Registration Statement on April 28, 2021 to purchase up to an additional 600,000 Public Units to cover over-allotments. On May 12, 2021, pursuant to the underwriters’ exercise of the over-allotment option, the Company issued an additional 488,986 Public Units at $10.00 per Public Unit, generating additional gross proceeds of $4,889,860, which is also described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 215,000 Class A ordinary shares (the “Private Placement Shares”) at a price of $10.00 per share in a private placement (the “Private Placement”) to the Company’s founder and sponsor, TradeUP Global Sponsor LLC (the “Sponsor”), generating gross proceeds of $2,150,000, which is described in Note 4. On May 12, 2021, in connection with the underwriters’ exercise of the over-allotment option, the Company issued an additional 9,780 Private Placement Shares at a price of $10.00 per share, generating additional gross proceeds of $97,800, which is also described in Note 4. Following the closing of the Initial Public Offering on May 3, 2021, an amount of $40,000,000 from the net proceeds of the sale of the Public Units in the Initial Public Offering and a portion of the additional proceeds from the Private Placement was placed in a trust account (the “Trust Account”) maintained by Wilmington Trust, National Association as a trustee, and following the closing of the over-allotment option on May 12, 2021, an additional amount of $4,889,860 from the net proceeds from the sale of additional Public Units and the additional proceeds from the Private Placement was placed in the Trust Account. The aggregate amount of $44,889,860 ($10.00 per Public Unit) will be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), the Company intends to avoid being deemed an “investment company” within the meaning of the Investment Company Act. The Initial Public Offering is not intended for persons who are seeking a return on investments in government securities or investment securities. The Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of the Company’s initial Business Combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its public shares in connection with an initial Business Combination or to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within 18 months from the closing of the Initial Public Offering; or (iii) absent an initial Business Combination within 18 months from the closing of the Initial Public Offering, its return of the funds held in the Trust Account to its public shareholders as part of its redemption of the public shares. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. The Company’s initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the Business Combination Fee and taxes payable and interest previously released for working capital purposes on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for the post-transaction company not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. The ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have until November 3, 2022, 18 months from the closing of the Initial Public Offering, to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Class B ordinary shares (referred to herein as “Founder Shares”), except as described below, are identical to the Class A ordinary shares included in the Public Units being sold in the Initial Public Offering, and holders of Founder Shares have the same shareholder rights as public shareholders, except that (i) prior to the Company’s initial Business Combination, only holders of the Company’s Class B ordinary shares have the right to vote on the appointment of directors, including in connection with the completion of the Company’s initial Business Combination and holders of a majority of the Company’s Class B ordinary shares may remove a member of the board of directors for any reason; (ii) the Founder Shares are subject to certain transfer restrictions, as described in more detail below; (iii) the Company’s initial shareholders have entered into an agreement with the Company, pursuant to which they have agreed to (A) waive their redemption rights with respect to their Founder Shares and public shares in connection with the completion of the Company’s initial Business Combination, (B) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association that would affect the substance or timing of the Company’s obligation to provide for the redemption of the Company’s public shares in connection with an initial Business Combination or to redeem 100% of the Company’s public shares if the Company has not consummated an initial Business Combination within 18 months from the closing of the Initial Public Offering and (C) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete its initial Business Combination within 18 months from the closing of the Initial Public Offering (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within the prescribed time frame); (iv) the Founder Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Company’s initial Business Combination, or earlier at the option of the holder thereof, as described below; and (v) the Founder Shares are entitled to registration rights. If the Company submits its initial Business Combination to its public shareholders for a vote, its initial shareholders have agreed to vote their Founder Shares and any public shares purchased during or after the Initial Public Offering in favor of its initial Business Combination. The other members of the Company’s management team have entered into agreements similar to the one entered into by the Company’s Sponsor with respect to any public shares acquired by them in or after the Initial Public Offering. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Company’s Sponsor will not be responsible to the extent of any liability for such third-party claims |
Significant accounting policies
Significant accounting policies | 2 Months Ended |
Mar. 31, 2021 | |
Significant accounting policies | |
Significant accounting policies | Note 2 – Significant accounting policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company Status 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”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents. Deferred Offering Costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering and that will be charged to shareholders’ equity upon the completion of the Initial Public Offering. If the Initial Public Offering proved to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, would have been charged to operations. Net Loss Per Ordinary Share Net loss per common share is computed by dividing net loss by the weighted average number of Class B ordinary shares outstanding during the period, excluding ordinary share subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 150,000 ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). At March 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary share and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. As of March 31, 2021, no balance was over the Federal Deposit Insurance Corporation (FDIC) limit. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. There is currently no taxation imposed on income by the Government of the Cayman Islands for the period from January 26, 2021 (inception) through March 31, 2021. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 2 Months Ended |
Mar. 31, 2021 | |
Initial Public Offering | |
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the closing of the Initial Public Offering on May 3, 2021, the Company issued and sold 4,000,000 Pubic Units, which excludes the over-allotment option in the amount of 600,000 Public Units. The underwriters had a 45-day option from the effective date of the Registration Statement on April 28, 2021 to purchase up to an additional 600,000 Public Units to cover over-allotments. On May 12, 2021, pursuant to the underwriters’ exercise of the over-allotment option, the Company issued an additional 488,986 Public Units. Each Public Unit had an offering price of $10.00 and consists of one share of the Company’s Class A ordinary share and one |
Private Placement
Private Placement | 2 Months Ended |
Mar. 31, 2021 | |
Private Placement | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering on May 3, 2021, the Sponsor purchased an aggregate of 215,000 Class A ordinary shares in the Private Placement at a price of $10.00 per share. On May 12, 2021, in connection with the underwriters’ exercise of the over-allotment option, the Company issued an additional 9,780 Private Placement Shares at a price of $10.00 per share. The net proceeds from the sale of the Private Placement Shares, after funding a portion of the Trust Account, have been held outside of the Trust Account and are available for the payment of offering costs and for working capital purposes. The Sponsor will be permitted to transfer the Private Placement Shares held by them to certain permitted transferees, including the Company’s officers and directors and other persons or entities affiliated with or related to it or them, but the transferees receiving such securities will be subject to the same agreements with respect to such securities as the Sponsor. Otherwise, these Private Placement Shares will not, subject to certain limited exceptions, be transferable or salable until the completion of the Company’s Business Combination. |
Related Party Transactions
Related Party Transactions | 2 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On February 1, 2021, the Sponsor acquired 1,150,000 Class B ordinary shares (as noted above, referred to herein as “Founder Shares”) of for an aggregate purchase price of $25,000. As of March 31, 2021, there were 1,150,000 Founder Shares issued and outstanding The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the number of Class A ordinary shares and Class B ordinary shares outstanding shares upon completion of the Initial Public Offering. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Company’s initial Business Combination, or earlier at the option of the holder thereof, on a one-for- one The Sponsor has agreed not to transfer, assign or sell (i) 50% of its Founder Shares until the earlier to occur of: (x) six months after the completion of the Company’s initial Business Combination and (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (B) the date on which the closing price of the Company’s Class A ordinary shares equals or exceeds $12.50 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination; and (ii) the remaining 50% of the Founder shares may not be transferred, assigned or sold until six months after the date of the consummation of our initial Business Combination, or, in either case, earlier if, subsequent to the Company’s initial Business Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any Founder Shares. On May 12, 2021, in connection with the partial exercise of the over-allotment in the Public Offering, the Sponsor forfeited, and we cancelled, an aggregate of 27,753 Founder Shares. Promissory Note — Related Party On February 2, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. As of March 31, 2021, the Company had an outstanding loan balance of $95,000. This loan was non-interest bearing, unsecured and was due at the earlier of (i) June 30, 2021 or (ii) the closing of the Initial Public Offering. The outstanding balance under the Promissory Note was repaid at the closing of the Initial Public Offering on May 3, 2021. Related Party Loans In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor, or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes the initial Business Combination, it would repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,200,000 of such loans may be convertible into Class A ordinary shares, at a price of $10.00 per share at the option of the lender. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment. As of March 31, 2021, the Company had no borrowings under the working capital loans. |
Commitments & Contingencies
Commitments & Contingencies | 2 Months Ended |
Mar. 31, 2021 | |
Commitments & Contingencies | |
Commitments & Contingencies | Note 6 — Commitments & Contingencies Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company's financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights The holders of the Founder Shares, Private Placement Shares and Class A ordinary shares that may be issued upon conversion of working capital loans following the consummation of the Initial Public Offering will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled a 45-day option from the effective date of the Registration Statement on April 28, 2021 to purchase up to an additional 600,000 Public Units to cover over-allotments, if any. On May 12, 2021, pursuant to the underwriters’ exercise of the over-allotment option, the Company issued an additional 488,986 Public Units. Business Combination Marketing Agreement The Company engaged US Tiger and R. F. Lafferty & Co., Inc. in connection with a Business Combination to assist the Company in holding meetings with its shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay US Tiger and R. F. Lafferty & Co., Inc. a cash fee (the “Business Combination Fee”) pursuant to a Business Combination Marketing Agreement for such services upon the consummation of the Company’s initial Business Combination of 3.5% ($1,400,000, or up to $1,610,000 if the underwriters’ over-allotment is exercised in full), in the aggregate, of the gross proceeds of the offering including the gross proceeds from the full or partial exercise of the underwriters’ over-allotment option. |
Shareholder's Equity
Shareholder's Equity | 2 Months Ended |
Mar. 31, 2021 | |
Shareholder's Equity | |
Shareholder's Equity | Note 7 — Shareholder's Equity Preference Shares outstanding Class A Ordinary Shares outstanding. Class B Ordinary Shares Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to vote on the election of the Company’s directors prior to the initial Business Combination and holders of a majority of the Company’s Class B ordinary shares may remove a member of the board of directors for any reason. The Class B ordinary shares will automatically convert into Class A ordinary shares on the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares outstanding upon completion of the Initial Public Offering (not including the Class A ordinary shares underlying the private placement units) plus (ii) the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Shares issued to the Company’s Sponsor upon conversion of working capital loans, provided that such conversion of Class B ordinary shares will never occur on a less than one-for-one basis. Warrants As of March 31, 2021, no warrants were outstanding. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the U.S. Securities and Exchange Commission (“SEC”) a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of its initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b) (1) of the Securities Act, the Company may, at its option, require holders of warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event it so elect, it will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Once the warrants become exercisable, the Company may call the warrants for redemption: ● 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 to each warrant holder; and ● if, and only if, closing price of the Class A ordinary shares equals or exceeds $16.50 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30- trading day period ending three business days before the Company send the notice of redemption to the warrant holders. |
Subsequent Events
Subsequent Events | 2 Months Ended |
Mar. 31, 2021 | |
Subsequent Events | |
Subsequent Events | Note 8 — Subsequent Events On May 3, 2021, pursuant to the closing of the Initial Public Offering, the Company issued and sold 4,000,000 Public Units at a price of $10.00 per Public Unit, and simultaneously with the closing of the Initial Public Offering on May 3, 2021, the Sponsor purchased an aggregate of 215,000 Class A ordinary shares in the Private Placement at a price of $10.00 per share. On May 3, 2021, the Sponsor converted its 850,000 Founder Shares into 850,000 Class A ordinary shares. On May 12, 2021, pursuant to the underwriters’ exercise of the over-allotment option, the Company issued an additional 488,986 Public Units at $10.00 per Public Unit, generating additional gross proceeds of $4,889,860. On May 12, 2021, in connection with the underwriters’ exercise of the over-allotment option, (i) the Company issued an additional 9,780 Private Placement Shares at a price of $10.00 per share, generating additional gross proceeds of $97,800, and (ii) the Sponsor forfeited, and we cancelled, an aggregate of 27,753 Founder Shares. As of May 12, 2021, after giving effect to the closing of the over-allotment in the Initial Public Offering, the additional shares in the Private Placement and cancellation of Founder Shares, there were 1,074,780 Class A ordinary shares and 272,247 Class B ordinary shares issued and outstanding. |
Significant accounting polici_2
Significant accounting policies (Policies) | 2 Months Ended |
Mar. 31, 2021 | |
Significant accounting policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company Status 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”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash | Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering and that will be charged to shareholders’ equity upon the completion of the Initial Public Offering. If the Initial Public Offering proved to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, would have been charged to operations. |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share Net loss per common share is computed by dividing net loss by the weighted average number of Class B ordinary shares outstanding during the period, excluding ordinary share subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 150,000 ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). At March 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary share and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. As of March 31, 2021, no balance was over the Federal Deposit Insurance Corporation (FDIC) limit. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. There is currently no taxation imposed on income by the Government of the Cayman Islands for the period from January 26, 2021 (inception) through March 31, 2021. |
Recent Accounting Standards | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Organization, Business Operat_2
Organization, Business Operation and Going Concern Consideration (Details) | May 12, 2021USD ($)$ / sharesshares | May 03, 2021USD ($)$ / sharesshares | Jan. 26, 2021 | Oct. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | |||||
Price of warrant | $ / shares | $ 11.50 | ||||
Aggregate Amount | $ 44,889,860 | ||||
Proceeds from sale of Private Placement Warrants | $ 4,889,860 | ||||
Cash held outside the Trust Account | $ 40,571 | ||||
Condition for future business combination number of businesses minimum | 1 | ||||
Condition for future business combination use of proceeds percentage | 80 | ||||
Condition for future business combination threshold Percentage Ownership | 50 | ||||
Condition for future business combination threshold Net Tangible Assets | $ 5,000,001 | ||||
Redemption limit percentage without prior consent | 100 | ||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 10.00% | ||||
Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Purchase price, per unit | $ / shares | $ 10 | ||||
Redemption period upon closure | 185 days | ||||
Initial Public Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Units, net of underwriting discounts (in shares) | shares | 4,000,000 | 4,000,000 | |||
Purchase price, per unit | $ / shares | $ 100 | ||||
Proceeds from issuance initial public offering | $ 4,889,860 | ||||
Payments for investment of cash in Trust Account | $ 40,000,000 | ||||
Threshold business days for redemption of public shares | 10 days | ||||
Maximum net interest to pay dissolution expenses | $ 100,000 | ||||
Private Placement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | shares | 215,000 | ||||
Additional Units Sold Of Shares | shares | 9,780 | ||||
Private Placement | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Purchase price, per unit | $ / shares | $ 10 | ||||
Sale of Private Placement Warrants (in shares) | shares | 215,000 | ||||
Price of warrant | $ / shares | $ 10 | ||||
Proceeds from sale of Private Placement Warrants | $ 97,800 | $ 9,780 | |||
Over-allotment option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Units, net of underwriting discounts (in shares) | shares | 488,986 | 600,000 | 600,000 | 600,000 | |
Purchase price, per unit | $ / shares | $ 10 | $ 10 | $ 10 | ||
Proceeds from issuance initial public offering | $ 40,000,000 | ||||
Over-allotment option | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | shares | 2,150,000 | ||||
Over-allotment option | Public Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Units, net of underwriting discounts (in shares) | shares | 488,986 |
Significant accounting polici_3
Significant accounting policies (Details) | Mar. 31, 2021shares |
Class B Common Stock | |
Shares subject to forfeiture | 150,000 |
Over-allotment option | |
Shares subject to forfeiture | 27,753 |
Over-allotment option | Class B Common Stock | |
Shares subject to forfeiture | 150,000 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | May 12, 2021 | May 03, 2021 | Oct. 31, 2020 | Mar. 31, 2021 |
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units sold | 4,000,000 | 4,000,000 | ||
Purchase price, per unit | $ 100 | |||
Units Issued During Period, Shares, New Issues | 4,000,000 | 4,000,000 | ||
Redemption Or Liquidation | 5 years | |||
Initial Public Offering | Public Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares in a unit | 1 | |||
Number of warrants in a unit | 0.5 | |||
Number of shares issuable per warrant | 1 | |||
Exercise price of warrants | $ 11.50 | |||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units sold | 488,986 | 600,000 | 600,000 | 600,000 |
Purchase price, per unit | $ 10 | $ 10 | $ 10 | |
Units Issued During Period, Shares, New Issues | 488,986 | 600,000 | 600,000 | 600,000 |
Exercisable Warrants | 30 days | |||
Over-allotment option | Public Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units sold | 488,986 | |||
Units Issued During Period, Shares, New Issues | 488,986 |
Private Placement (Details)
Private Placement (Details) - USD ($) | May 12, 2021 | Mar. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Price of warrants | $ 11.50 | |
Aggregate purchase price | $ 4,889,860 | |
Over-allotment option | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 2,150,000 | |
Private Placement | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 215,000 | |
Private Placement | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 215,000 | |
Price of warrants | $ 10 | |
Aggregate purchase price | $ 97,800 | $ 9,780 |
Exercise price of warrant | $ 10 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | May 12, 2021shares | Mar. 31, 2021USD ($)D$ / sharesshares | Feb. 01, 2021USD ($)shares | Mar. 31, 2021USD ($)item$ / sharesshares | |
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ | [1] | $ 25,000 | |||
Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | [1] | 1,150,000 | |||
Aggregate purchase price | $ | [1] | $ 115 | |||
Common Stock, Shares, Outstanding | 1,150,000 | 1,150,000 | 1,150,000 | ||
Common shares, shares issued | 1,150,000 | 1,150,000 | 1,150,000 | ||
Shares subject to forfeiture | 150,000 | 150,000 | |||
Founder Shares | Sponsor | |||||
Related Party Transaction [Line Items] | |||||
Common Stock, Shares, Outstanding | 1,150,000 | 1,150,000 | |||
Common shares, shares issued | 1,150,000 | 1,150,000 | |||
Aggregate capital contribution | $ | $ 25,000 | $ 25,000 | |||
Aggregate capital contribution, Per share | $ / shares | $ 0.02 | $ 0.02 | |||
Business combination at the option of the holder | item | 1 | ||||
Shares subject to forfeiture | 150,000 | 150,000 | |||
Percentage Of Conditional Transfer Of Founder Shares | 50.00% | ||||
Restrictions on transfer period of time after business combination completion | 6 months | ||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12.50 | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | ||||
Founder shares may not be transferred, assigned or sold until six months after the date of the consummation of our initial Business Combination | 50.00% | 50.00% | |||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | ||||
Stock Redeemed or Called During Period, Shares | 27,753 | ||||
Founder Shares | Sponsor | Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 1,150,000 | ||||
Aggregate purchase price | $ | $ 25,000 | ||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | ||||
[1] | (1) This number includes 27,753 ordinary shares forfeited if the over-allotment option is not exercised in full by the underwriters (see Note 5). |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Mar. 31, 2021 | Feb. 02, 2021 |
Related Party Transaction [Line Items] | ||
Price of warrant | $ 11.50 | |
Working Capital Loan | ||
Related Party Transaction [Line Items] | ||
Working Capital Loans | $ 0 | |
Promissory Note with Related Party | ||
Related Party Transaction [Line Items] | ||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |
Outstanding balance of related party note | 95,000 | |
Related Party Loans | ||
Related Party Transaction [Line Items] | ||
Loan conversion agreement warrant | $ 1,200,000 | |
Related Party Loans | Working Capital Loan | ||
Related Party Transaction [Line Items] | ||
Price of warrant | $ 10 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) | May 12, 2021shares | May 03, 2021shares | Apr. 28, 2021shares | Mar. 31, 2021USD ($)item | Mar. 30, 2021USD ($) | Oct. 31, 2020shares | Mar. 31, 2021itemshares |
Subsidiary, Sale of Stock [Line Items] | |||||||
Maximum number of demands for registration of securities | item | 3 | 3 | |||||
Over-allotment option | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Units Issued During Period, Shares, New Issues | 488,986 | 600,000 | 600,000 | 600,000 | |||
cash fee related to business combination | $ | $ 1,610,000 | $ 1,400,000 | |||||
Underwriters Agreement | Over-allotment option | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Percentage of cash fee related to business combination | 3.50% | 3.50% | |||||
Underwriters Agreement | Subsequent Event | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Options To Granted Period | 45 days | ||||||
Units Issued During Period, Shares, New Issues | 600,000 | ||||||
Underwriters' exercise of the over-allotment option | 488,986 |
Shareholder's Equity - Preferre
Shareholder's Equity - Preferred Stock Shares (Details) | Mar. 31, 2021$ / sharesshares |
Shareholder's Equity | |
Preferred shares, shares authorized | 1,000,000 |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred shares, shares issued | 0 |
Preferred shares, shares outstanding | 0 |
Shareholder's Equity - Common S
Shareholder's Equity - Common Stock Shares (Details) - $ / shares | 2 Months Ended | |
Mar. 31, 2021 | Feb. 01, 2021 | |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 200,000,000 | |
Common shares, par value (in dollars per share) | $ 0.0001 | |
Common shares, shares issued (in shares) | 0 | |
Common shares, shares outstanding (in shares) | 0 | |
Class A Common Stock Not Subject to Redemption | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 200,000,000 | |
Common shares, par value (in dollars per share) | $ 0.0001 | |
Class B Common Stock | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 20,000,000 | |
Common shares, par value (in dollars per share) | $ 0.0001 | |
Common shares, shares issued (in shares) | 1,150,000 | 1,150,000 |
Common shares, shares outstanding (in shares) | 1,150,000 | 1,150,000 |
Ratio to be applied to the stock in the conversion | 20 | |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 20.00% |
Shareholder's Equity - Warrants
Shareholder's Equity - Warrants (Details) | 2 Months Ended |
Mar. 31, 2021D$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Price of warrants | $ 11.50 |
Class B Common Stock | |
Class of Warrant or Right [Line Items] | |
Shares subject to forfeiture | shares | 150,000 |
Warrants | |
Class of Warrant or Right [Line Items] | |
Maximum period after business combination in which to file registration statement | 20 days |
Period of time within which registration statement is expected to become effective | 60 days |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Warrant exercise period condition one | 30 days |
Public Warrants expiration term | 5 years |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |
Class of Warrant or Right [Line Items] | |
Warrant redemption condition minimum share price | $ 16.50 |
Redemption price per public warrant (in dollars per share) | $ 0.01 |
Threshold trading days for redemption of public warrants | D | 20 |
Threshold consecutive trading days for redemption of public warrants | D | 30 |
Redemption period | 30 days |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | May 12, 2021 | May 03, 2021 | Feb. 01, 2021 | Oct. 31, 2020 | Mar. 31, 2021 | |
Subsequent Event [Line Items] | ||||||
Price of warrants | $ 11.50 | |||||
Proceeds from Issuance of Warrants | $ 4,889,860 | |||||
Private Placement Warrants | ||||||
Subsequent Event [Line Items] | ||||||
Purchase price, per unit | $ 10 | |||||
Over-allotment option | ||||||
Subsequent Event [Line Items] | ||||||
Sale of Units, net of underwriting discounts (in shares) | 488,986 | 600,000 | 600,000 | 600,000 | ||
Purchase price, per unit | $ 10 | $ 10 | $ 10 | |||
Shares subject to forfeiture | 27,753 | |||||
Over-allotment option | Private Placement Warrants | ||||||
Subsequent Event [Line Items] | ||||||
Number of warrants to purchase shares issued | 2,150,000 | |||||
Over-allotment option | Private Placement Warrants | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Number of warrants to purchase shares issued | 9,780 | |||||
Exercise price of warrant | $ 10 | |||||
Proceeds from Issuance of Warrants | $ 97,800 | |||||
Initial Public Offering | ||||||
Subsequent Event [Line Items] | ||||||
Sale of Units, net of underwriting discounts (in shares) | 4,000,000 | 4,000,000 | ||||
Purchase price, per unit | $ 100 | |||||
Initial Public Offering | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Sale of Units, net of underwriting discounts (in shares) | 4,000,000 | |||||
Purchase price, per unit | $ 10 | |||||
Number of warrants to purchase shares issued | 488,986 | |||||
Price of warrants | $ 10 | |||||
Proceeds from Issuance of Warrants | $ 4,889,860 | |||||
Private Placement | ||||||
Subsequent Event [Line Items] | ||||||
Number of warrants to purchase shares issued | 215,000 | |||||
Private Placement | Private Placement Warrants | ||||||
Subsequent Event [Line Items] | ||||||
Purchase price, per unit | $ 10 | |||||
Number of warrants to purchase shares issued | 215,000 | |||||
Price of warrants | $ 10 | |||||
Exercise price of warrant | $ 10 | |||||
Proceeds from Issuance of Warrants | $ 97,800 | $ 9,780 | ||||
Founder Shares | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate Number Of Shares Owned | 850,000 | |||||
Sponsor | Founder Shares | ||||||
Subsequent Event [Line Items] | ||||||
Shares subject to forfeiture | 150,000 | |||||
Sponsor | Founder Shares | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Shares subject to forfeiture | 27,753 | |||||
Class A Common Stock | Founder Shares | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Shares subject to forfeiture | 1,074,780 | |||||
Founder shares issued to initial shareholder (in shares) | 850,000 | |||||
Class A Common Stock | Sponsor | Private Placement | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Number of warrants to purchase shares issued | 215,000 | |||||
Price of warrants | $ 10 | |||||
Class B Common Stock | ||||||
Subsequent Event [Line Items] | ||||||
Shares subject to forfeiture | 150,000 | |||||
Founder shares issued to initial shareholder (in shares) | [1] | 1,150,000 | ||||
Class B Common Stock | Over-allotment option | ||||||
Subsequent Event [Line Items] | ||||||
Shares subject to forfeiture | 150,000 | |||||
Class B Common Stock | Founder Shares | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Shares subject to forfeiture | 272,247 | |||||
Class B Common Stock | Sponsor | Founder Shares | ||||||
Subsequent Event [Line Items] | ||||||
Founder shares issued to initial shareholder (in shares) | 1,150,000 | |||||
[1] | (1) This number includes 27,753 ordinary shares forfeited if the over-allotment option is not exercised in full by the underwriters (see Note 5). |