Document and Entity Information
Document and Entity Information - shares | 1 Months Ended | |
Mar. 31, 2021 | Aug. 02, 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 Registrant Name | Blue Safari Group Acquisition Corp | |
Entity Incorporation, State or Country Code | D8 | |
Entity File Number | 001-40473 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | Cheung Kong Center, | |
Entity Address, Address Line Two | 58 Floor, Unit 5801 | |
Entity Address, Address Line Three | 2 Queens Road Central | |
Entity Address, City or Town | Central | |
Entity Address, Country | HK | |
City Area Code | +852 | |
Local Phone Number | 9258 9728 | |
Entity Current Reporting Status | No | |
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 | 0001853084 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Transition Report | true | |
Units, each consisting of one Class A ordinary share, with no par value, and one right to receive one-tenth of one Class A ordinary share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, with no par value, and one right to receive one-tenth of one Class A ordinary share | |
Trading Symbol | BSGAU | |
Security Exchange Name | NASDAQ | |
Class A ordinary shares included as part of the units | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares included as part of the units | |
Trading Symbol | BSGA | |
Security Exchange Name | NASDAQ | |
Rights included as part of the units | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Rights included as part of the units | |
Trading Symbol | BSGAR | |
Security Exchange Name | NASDAQ | |
Class A Ordinary Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,750,000 |
BALANCE SHEET
BALANCE SHEET | Mar. 31, 2021USD ($) | |
Assets: | ||
Deferred offering costs | $ 120,089 | |
Total Assets | 120,089 | |
Liabilities and Shareholder's Equity: | ||
Accrued offering costs and expenses | 25,775 | |
Promissory note - related party | 77,323 | |
Total current liabilities | 103,098 | |
Commitments and Contingencies (Note 6) | ||
Stockholder's Equity | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 24,857 | |
Accumulated deficit | (8,010) | |
Total shareholder's equity | 16,991 | |
Total Liabilities and Shareholder's Equity | 120,089 | |
Class A Ordinary Shares | ||
Stockholder's Equity | ||
Common stock | 0 | |
Class B Ordinary Shares | ||
Stockholder's Equity | ||
Common stock | 144 | [1] |
Total shareholder's equity | $ 144 | |
[1] | Includes up to 187,500 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 & 7). On June 14, 2021, Company consummated its IPO and sold 5,750,000 Units, including 750,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional units to cover the over-allotment, hence the 187,500 shares of Class B ordinary shares were subsequently forfeited. |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) - $ / shares | 1 Months Ended | |
Mar. 31, 2021 | Feb. 28, 2021 | |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | |
Over-allotment option | ||
Units Issued During Period, Shares, New Issues | 750,000 | |
Class A Ordinary Shares | ||
Par value per share | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 100,000,000 | 100,000,000 |
Common shares, shares issued | 0 | |
Common shares, shares outstanding | 0 | |
Class A Common Stock Not Subject to Redemption | ||
Common shares, shares outstanding | 0 | |
Class B Ordinary Shares | ||
Par value per share | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 10,000,000 | 10,000,000 |
Common shares, shares issued | 1,437,500 | |
Common shares, shares outstanding | 1,437,500 | |
Shares subject to forfeiture | 187,500 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS | 1 Months Ended | |
Mar. 31, 2021USD ($)$ / sharesshares | ||
STATEMENTS OF OPERATIONS | ||
Formation costs | $ 8,010 | |
Net loss | $ (8,010) | |
Basic and diluted weighted average shares outstanding (1) | shares | 1,250,000 | [1] |
Basic and diluted net loss per share | $ / shares | $ (0.01) | |
[1] | Includes up to 187,500 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 & 7). On June 14, 2021, Company consummated its IPO and sold 5,750,000 Units, including 750,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional units to cover the over-allotment, hence the 187,500 shares of Class B ordinary shares were subsequently forfeited. |
STATEMENTS OF OPERATIONS (Paren
STATEMENTS OF OPERATIONS (Parenthetical) - shares | Jun. 14, 2021 | Mar. 31, 2021 |
Over-allotment option | ||
Sale of Units, net of underwriting discounts (in shares) | 750,000 | 750,000 |
Initial Public Offering. | ||
Sale of Units, net of underwriting discounts (in shares) | 5,750,000 | |
Subsequent Event | Over-allotment option | ||
Sale of Units, net of underwriting discounts (in shares) | 750,000 | |
Subsequent Event | Initial Public Offering. | ||
Sale of Units, net of underwriting discounts (in shares) | 5,750,000 | |
Class B Ordinary Shares | ||
Shares subject to forfeiture | 187,500 | |
Class B Ordinary Shares | Subsequent Event | ||
forfeited shares | 187,500 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY - 1 months ended Mar. 31, 2021 - USD ($) | Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Feb. 22, 2021 | $ 0 | $ 0 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Class B ordinary shares issued to Sponsor | $ 144 | 24,857 | $ 25,001 | |
Class B ordinary shares issued to Sponsor (in shares) | 1,437,500 | 0 | ||
Net loss | 0 | $ (8,010) | (8,010) | |
Balance at the end at Mar. 31, 2021 | $ 144 | $ 24,857 | $ (8,010) | $ 16,991 |
Balance at the end (in shares) at Mar. 31, 2021 | 1,437,500 |
STATEMENT OF CHANGES IN STOCK_2
STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (Parenthetical) - shares | Jun. 14, 2021 | Mar. 31, 2021 |
Over-allotment option | ||
Sale of Units, net of underwriting discounts (in shares) | 750,000 | 750,000 |
Over-allotment option | Subsequent Event | ||
Sale of Units, net of underwriting discounts (in shares) | 750,000 | |
Initial Public Offering. | ||
Sale of Units, net of underwriting discounts (in shares) | 5,750,000 | |
Initial Public Offering. | Subsequent Event | ||
Sale of Units, net of underwriting discounts (in shares) | 5,750,000 | |
Class B Ordinary Shares | ||
Shares subject to forfeiture | 187,500 | |
Class B Ordinary Shares | Subsequent Event | ||
Forfeited shares | 187,500 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 1 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (8,010) |
Changes in operating assets and liabilities: | |
Accrued expenses | 8,010 |
Net cash used in operating activities | 0 |
Net Change in Cash | 0 |
Cash, beginning of the period | 0 |
Cash, end of the period | 0 |
Supplemental disclosure of cash flow information: | |
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,001 |
Deferred offering costs paid by Sponsor under the promissory note | 77,323 |
Deferred offering costs included in accrued offering costs and expenses | $ 17,765 |
Organization and Business Opera
Organization and Business Operations | 1 Months Ended |
Mar. 31, 2021 | |
Organization and Business Operations | |
Organization and Business Operations | Note 1 — Organization and Business Operations Blue Safari Group Acquisition Corp. (the “Company”) is newly incorporated blank check company incorporated as a British Virgin Island (“BVI”) business company on February 23, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any potential Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any potential Business Combination target. As of March 31,2021, the Company had not commenced any operations. All activity for the period from February 23, 2021 (inception) through March 31,2021 relates to the Company’s formation and the Public Offering (as defined below). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. 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 (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s Sponsor is BSG First Euro Investment Corp., a British Virgin Islands company (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through an Initial Public Offering of 5,000,000 units at $10.00 per unit (the “Units”) (or 5,750,000 Units if the underwriters’ over-allotment option is exercised in full), which is discussed in Note 3 (the “Initial Public Offering”), and the sale of 270,000 units (the “Private Placement Units”) (or 292,500 units if the over-allotment option is exercised in full) at a price of $10.00 per unit for an aggregate purchase price of $2,700,000 (or $2,925,000 if the over-allotment option is exercised in full) to the Sponsor, at a price of $10.00 per Units in a private placement that will close simultaneously with the Initial Public Offering. Each Private Placement Unit consists of one Class A ordinary share and one right to receive of one-tenth The initial Business Combination must be with one or more target businesses or assets having an aggregate fair market value of at least 80% of the value of the trust account (defined below) (less any deferred underwriting commissions and taxes payable on interest earned and less any interest earned thereon that is released to the Company for taxes) at the time of the agreement to enter into the initial Business Combination, the Company has virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it 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 successfully effect a Business Combination. Upon the closing of the Initial Public Offering, management has agreed that an aggregate of $10.10 per Unit sold in the Initial Public Offering will be held in a Trust Account (“Trust Account”) and will be invested only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the private placement will not be released from the Trust Account until the earliest of (i) the completion of the 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 to (A) modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period (defined below) or (B) with respect to any other provision relating to shareholders’ rights or pre-Business Combination activity and (iii) the redemption of all of the public shares if the Company is unable to complete the initial Business Combination within the Combination Period (defined below), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the creditors, if any, which could have priority over the claims of the public shareholders. The Company will provide the public shareholders with the opportunity to redeem all or a portion of their public 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. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under the law or stock exchange listing requirement. The Company will provide the public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two 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 Financial Accounting Standards Board’s (“FASB”) 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 only 12 months from the closing of the Initial Public Offering (the “Combination Period”) (or up to 18 months from the closing of the Initial Public Offering if the Company extend the period of time to consummate a Business Combination by the full amount of time) to complete the initial Business Combination. If the Company has not completed 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 Sponsor, officers and directors have agreed to (i) to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Combination Period (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 the initial Business Combination within the Combination Period). If the Company submits the initial Business Combination to the public shareholders for a vote, the insiders have agreed, pursuant to such letter agreement, to vote their founder shares, private placement shares and any public shares purchased during or after the Initial Public Offering in favor of the initial Business Combination. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or 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) $10.10 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, except as 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, the Sponsor will not be responsible to the extent of any liability for such third -party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy their indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. The Company has not asked the Sponsor to reserve for such obligations. Financing As discussed in Note 8, the registration statement for the Company’s IPO was declared effective on June 9, 2021 (the “Effective Date”). On June 14, 2021 the Company consummated the IPO of 5,750,000 units (the “Units”), including 750,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional units to cover the over-allotment (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $57,500,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 292,500 units (the “Private Placement Unit”), at a price of $10.00 per Private Placement Unit, generating gross proceeds of $2,925,000, which is discussed in Note 4. Transaction costs of the IPO amounted to $3,640,517 consisting of $1,150,000 of underwriting discount, $2,012,500 of deferred underwriting discount, the fair value of the representative shares of $575 and $477,442 of other offering costs. Liquidity At March 31, 2021, the Company no cash and working capital deficit of $103,098. On June 14, 2021, the Company closed its Initial Public Offering of 5,750,000 Units at $10.00 per Unit, generating gross proceeds of $57.5 million. Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 292,500 Private Placement Units at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds of $2,925,000. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the proceeds of $25,000 from the sale of the founder shares (Note 5), and a loan of $77,323 under an unsecured and noninterest bearing promissory note – related party (Note 5). Subsequent from the consummation of the Initial Public Offering, the Company’s liquidity will be satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the trust account (“Trust Account”) located in the United States at JPMorgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable and accrued liabilities, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating the business. However, if the Company’s estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate the business prior to the initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete the initial Business Combination or to redeem a significant number of our public shares upon completion of the initial Business Combination, in which case the Company may issue additional securities or incur debt in connection with such initial Business Combination. There is no assurance that the Company’s plans to consummate an initial Business Combination will be successful. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Going Concern Consideration As of March 31, 2021, the Company had $0 in cash and a working capital deficit of $103,098 (excluding deferred offering costs). The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to address this uncertainty through a Initial Public Offering as discussed in Note 3. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 1 Months Ended |
Mar. 31, 2021 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying 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 U.S. Securities and Exchange Commission (the “SEC”). Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s 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 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 financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash and cash equivalents as of March 30, 2021. Deferred Offering Costs Deferred offering costs consist of legal 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. Should the Initial Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP stablishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement . Net Loss Per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 187,500 ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Notes 5 and 7). At March 31,2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares 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. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the British Virgin Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31,2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be a British Virgin Islands business company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. As such, the Company’s tax provision was zero for the period presented. 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 | 1 Months Ended |
Mar. 31, 2021 | |
Initial Public Offering | |
Initial Public Offering | Note 3 — Initial Public Offering On June 14, 2021, Company consummated its IPO and sold 5,750,000 Units, including 750,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional units to cover the over-allotment. Each Unit consists of one Ordinary Share and one right (“Right”) to receive one-tenth |
Private Placement
Private Placement | 1 Months Ended |
Mar. 31, 2021 | |
Private Placement | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO and the sale of the Units, the Company consummated the Private Placement of an aggregate 292,500 Private Placement Units, which included the additional 22,500 Private Placement Units sold pursuant to the full exercise of the underwriters’ option.to cover the over-allotment. The Private Placement Units and their component securities will not be transferable, assignable or salable until 30 days after the consummation of the initial Business Combination except to permitted transferees, and they will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. |
Related Party Transactions
Related Party Transactions | 1 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On February 23, 2021 and March 4, 2021, the Company’s Sponsor paid $25,001, or approximately $0.017 per share, to cover certain of the offering and formation costs in exchange for an aggregate of 1,437,500 Class B ordinary shares, par value $0.0001 per share, 187,500 of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised. On June 14, 2021, Company consummated its Initial Public Offering and sold 5,750,000 Units, including 750,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional units to cover the over-allotment, hence the 187,500 shares of Class B ordinary shares were subsequently forfeited. The Company’s initial shareholders have agreed not to transfer, assign or sell any of its founder shares until the earlier to occur of: (A) six months after the completion of the initial Business Combination or (B) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction after the initial Business Combination that results in all of the public shareholders having the right to exchange their ordinary shares for cash, securities or other property (except as described herein under “Principal Shareholders — Transfers of Founder Shares and Private Placement Units”). (the “Lock-up”). Promissory Note — Related Party On March 1, 2021, the Company issued the Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $200,000. The Promissory Note is non-interest bearing and payable promptly after the date on which the Maker consummates the Initial Public Offering of its securities. As of March 31, 2021, the Company had borrowed $77,323 under the promissory note. Working Party Loans 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 (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans. 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 the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,150,000 of the Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units. At March 31, 2021, no such Working Capital Loans were outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the founder shares, Private Placement Units, shares being issued to the underwriters of the Initial Public Offering, and units that may be issued on conversion of Working Capital Loans (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or 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 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. Underwriters Agreement The underwriters have a 45-day option from the date of the Initial Public Offering to purchase up to an additional 750,000 Units, consisting of 750,000 Class A ordinary shares and 750,000 rights to cover over-allotments, if any. The underwriters will be entitled to a cash underwriting discount of two percent (2%) of the gross proceeds of the Initial Public Offering, or $1,000,000 (or up to $1,150,000 if the underwriters’ over-allotment is exercised in full). Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Initial Public Offering held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. Representative’s Ordinary Shares The Company has agreed to issue to Maxim Partners LLC and/or its designees, 50,000 ordinary shares (or 57,500 shares if the underwriter’s over-allotment option is exercised in full) upon the consummation of the Initial Public Offering. Maxim has agreed not to transfer, assign or sell any such shares until the completion of our initial business combination. In addition, Maxim has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of our initial business combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if we fail to complete our initial business combination within 12 months from the closing of the Initial Public Offering (or up to 18 months from the closing of the Initial Public Offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus). The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the commencement of sales in the Initial Public Offering pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part except to any underwriter and selected dealer participating in the offering and their officers, partners, registered persons or affiliates. Right of First Refusal For a period beginning on the closing of the Initial Public Offering and ending 12 months from the closing of a business combination, we have granted Maxim a right of first refusal to act as lead-left book running manager and lead left placement agent for any and all future private or public equity, equity-linked, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the commencement of sales in the Initial Public Offering. |
Shareholders Equity
Shareholders Equity | 1 Months Ended |
Mar. 31, 2021 | |
Shareholder's Equity | |
Shareholder's Equity | Note 7 — Shareholder’s Equity Preferred Shares outstanding Class A Ordinary Shares outstanding Class B Ordinary Shares The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein and in the Company’s amended and restated memorandum and articles of association. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which the Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all ordinary shares outstanding upon completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or any private placement-equivalent securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company. Prior to the initial Business Combination, only holders of the founder shares will have the right to vote on the election of directors. Holders of the public shares will not be entitled to vote on the election of directors during such time. These provisions of the Company’s amended and restated memorandum and articles of association may only be amended by a resolution passed by holders of at least a majority of the ordinary shares who are eligible to vote and attend and vote in a general meeting of the shareholders. With respect to any other matter submitted to a vote of the shareholders, including any vote in connection with the initial Business Combination, except as required by law, holders of the founder shares and holders of the public shares will vote together as a single class, with each share entitling the holder to one vote. |
Subsequent Events
Subsequent Events | 1 Months Ended |
Mar. 31, 2021 | |
Subsequent Events | |
Subsequent Events | Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Except as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement. On June 14, 2021, Company consummated its Initial Public Offering and sold 5,750,000 Units, including 750,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional units to cover the over-allotment, hence the 187,500 shares of Class B ordinary shares were subsequently forfeited. Each Unit consists of one Ordinary Share and one Right to receive one one Ordinary Share upon the consummation of an initial business combination. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $57,500,000. Simultaneously with the closing of the Initial Public Offering and the sale of the Units, the Company consummated the private placement (“Private Placement”) of an aggregate 292,500 Units (“Private Placement Units”), which included the additional 22,500 Private Placement Units sold pursuant to the full exercise of the underwriters’ option.to cover the over-allotment. Upon closing of the Initial Public Offering, the Private Placement, and the sale of the Over-Allotment Units, a total of $58,075,000 was placed in the Trust Account. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 1 Months Ended |
Mar. 31, 2021 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying 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 U.S. Securities and Exchange Commission (the “SEC”). |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s 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 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 financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash and cash equivalents as of March 30, 2021. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of legal 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. Should the Initial Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP stablishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement . |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 187,500 ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Notes 5 and 7). At March 31,2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares 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. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the British Virgin Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31,2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be a British Virgin Islands business company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. As such, the Company’s tax provision was zero for the period presented. |
Recent Accounting Pronouncements | 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 and Business Ope_2
Organization and Business Operations (Details) | Jun. 14, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)item$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | ||
Condition for future business combination, minimum number of businesses | item | 1 | |
Condition for future business combination use of proceeds percentage | 80 | |
Condition for future business combination threshold percentage ownership | 50 | |
Obligation to redeem Public Shares if entity does not complete a business combination (as a percent) | 100.00% | |
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | 2 days | |
Investment of cash in Trust Account, per unit | $ / shares | $ 10.10 | |
Increase in investment of cash in trust account, per unit | $ / shares | $ 0.20 | |
Condition for future business combination threshold net tangible assets | $ 5,000,001 | |
Threshold period to complete business combination | 12 months | |
Threshold period To complete business combination, if elected to extend business consumption period | 18 months | |
Threshold business days for redemption of public shares | 10 days | |
Maximum allowed dissolution expenses | $ 50,000 | |
Cash | 0 | |
Working capital deficit | 103,098 | |
Aggregate purchase price | $ 25,001 | |
Initial Public Offering. | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units to be issued excluding over allotment option | shares | 5,000,000 | |
Number of units to be issued including over allotment option | shares | 5,750,000 | |
Purchase price, per unit | $ / shares | $ 10 | |
Investment of cash in Trust Account, per unit | $ / shares | $ 10.10 | |
Number of units issued | shares | 5,750,000 | |
Initial Public Offering. | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Purchase price, per unit | $ / shares | $ 10 | |
Number of shares in a unit | shares | 1 | |
Number of rights in a unit | shares | 1 | |
Number of shares in a right | shares | 0.1 | |
Number of units issued | shares | 5,750,000 | |
Gross proceeds from units issued | $ 57,500,000 | |
Transaction costs | 3,640,517 | |
Underwriting discount | 1,150,000 | |
Deferred underwriting discount | 2,012,500 | |
Fair value of the representative shares | 575 | |
Other offering costs | $ 477,442 | |
Private Placement | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of rights in a unit | shares | 1 | |
Private Placement | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Purchase price, per unit | $ / shares | $ 10 | |
Number of units issued | shares | 292,500 | |
Gross proceeds from units issued | $ 2,925,000 | |
Private Placement | Class A Ordinary Shares | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares in a unit | shares | 1 | |
Number of shares in a right | shares | 0.1 | |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | shares | 750,000 | 750,000 |
Over-allotment option | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | shares | 750,000 | |
Sponsor | ||
Subsidiary, Sale of Stock [Line Items] | ||
Aggregate purchase price | $ 25,000 | |
Proceeds from unsecured promissory note | $ 77,323 | |
Sponsor | Private Placement | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units to be issued excluding over allotment option | shares | 270,000 | |
Number of units to be issued including over allotment option | shares | 292,500 | |
Purchase price, per unit | $ / shares | $ 10 | |
Aggregate purchase value, excluding over allotment option | $ 2,700,000 | |
Aggregate purchase value, including over allotment option | $ 2,925,000 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) | Mar. 31, 2021USD ($)shares |
Cash equivalents | $ 0 |
Shares subject to forfeiture | shares | 187,500 |
Unrecognized tax benefits | $ 0 |
Unrecognized tax benefits accrued for interest and penalties | $ 0 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Jun. 14, 2021 | Mar. 31, 2021 |
Initial Public Offering. | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 5,750,000 | |
Purchase price, per unit | $ 10 | |
Initial Public Offering. | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 5,750,000 | |
Number of shares in a unit | 1 | |
Number of rights in a unit | 1 | |
Number of shares in a right | 0.1 | |
Purchase price, per unit | $ 10 | |
Gross proceeds from units issued | $ 57,500,000 | |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 750,000 | 750,000 |
Over-allotment option | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 750,000 |
Private Placement (Details)
Private Placement (Details) - shares | Jun. 14, 2021 | Mar. 31, 2021 |
Private Placement. | ||
Subsidiary, Sale of Stock [Line Items] | ||
Threshold period for not to transfer, assign or sell any of their shares or units after the completion of the initial business combination | 30 days | |
Private Placement. | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 292,500 | |
Private Placement, Over-Allotment Option | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 22,500 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - USD ($) | Jun. 14, 2021 | Mar. 04, 2021 | Feb. 23, 2021 | Mar. 31, 2021 | Feb. 28, 2021 |
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ 25,001 | ||||
Shares subject to forfeiture | 187,500 | ||||
Initial Public Offering. | |||||
Related Party Transaction [Line Items] | |||||
Purchase price, per unit | $ 10 | ||||
Number of units issued | 5,750,000 | ||||
Over-allotment option | |||||
Related Party Transaction [Line Items] | |||||
Number of units issued | 750,000 | 750,000 | |||
Class B Ordinary Shares | |||||
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ 144 | ||||
Number of shares issued | 1,437,500 | ||||
Par value per share | $ 0.0001 | $ 0.0001 | |||
Sponsor | |||||
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ 25,000 | ||||
Restrictions on transfer period of time after business combination completion | 6 months | ||||
Sponsor | Class B Ordinary Shares | |||||
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ 25,001 | $ 25,001 | $ 25,001 | ||
Purchase price, per unit | $ 0.017 | $ 0.017 | $ 0.017 | ||
Number of shares issued | 1,437,500 | 1,437,500 | |||
Par value per share | $ 0.0001 | $ 0.0001 | |||
Shares subject to forfeiture | 187,500 | 187,500 | 187,500 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Mar. 31, 2021 | Mar. 01, 2021 |
Working capital loans warrant | ||
Related Party Transaction [Line Items] | ||
Outstanding balance of related party note | $ 0 | |
Promissory Note with Related Party | ||
Related Party Transaction [Line Items] | ||
Maximum borrowing capacity of related party promissory note | $ 200,000 | |
Outstanding balance of related party note | 77,323 | |
Related Party Loans | ||
Related Party Transaction [Line Items] | ||
Loan conversion agreement warrant | $ 1,150,000 | |
Related Party Loans | Working capital loans warrant | ||
Related Party Transaction [Line Items] | ||
Price of warrant | $ 10 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Jun. 14, 2021shares | Mar. 31, 2021USD ($)itemshares |
Loss Contingencies [Line Items] | ||
Maximum number of demands for registration of securities | item | 3 | |
Cash underwriter discount, percentage | 2.00% | |
Aggregate underwriter cash discount, excluding over-allotment | $ | $ 1,000,000 | |
Aggregate underwriter cash discount, including over-allotment | $ | $ 1,150,000 | |
Deferred underwriting discount, percent | 3.50% | |
Threshold period to complete business combination | 12 months | |
Threshold period To complete business combination, if elected to extend business consumption period | 18 months | |
Over-allotment option | ||
Loss Contingencies [Line Items] | ||
Underwriters option to purchase, term | 45 days | |
Number of units issued | 750,000 | 750,000 |
Total shares issuable for units | 750,000 | |
Total rights issuable for units | 750,000 | |
Maxim Partners LLC and/or its designees | ||
Loss Contingencies [Line Items] | ||
Number of shares agreed to purchase, excluding over-allotment | 50,000 | |
Number of shares agreed to purchase, including over-allotment | 57,500 | |
Threshold period of right of first refusal from business combination closure | 12 months |
Shareholders Equity - Preferred
Shareholders Equity - Preferred Stock Shares (Details) - $ / shares | Mar. 31, 2021 | Feb. 28, 2021 |
Shareholder's Equity | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 |
Shareholders Equity - Common St
Shareholders Equity - Common Stock Shares (Details) | Jun. 14, 2021$ / sharesshares | Mar. 04, 2021USD ($)$ / shares | Feb. 23, 2021USD ($)$ / shares | Mar. 31, 2021USD ($)Vote$ / sharesshares | Feb. 28, 2021$ / sharesshares |
Class of Stock [Line Items] | |||||
Aggregate purchase price | $ | $ 25,001 | ||||
Common shares, votes per share | Vote | 1 | ||||
Sponsor | |||||
Class of Stock [Line Items] | |||||
Aggregate purchase price | $ | $ 25,000 | ||||
Over-allotment option | |||||
Class of Stock [Line Items] | |||||
Number of units issued | 750,000 | 750,000 | |||
Over-allotment option | Sponsor | |||||
Class of Stock [Line Items] | |||||
Shares subject to forfeiture | 187,500 | ||||
Initial Public Offering. | |||||
Class of Stock [Line Items] | |||||
Purchase price, per unit | $ / shares | $ 10 | ||||
Number of units issued | 5,750,000 | ||||
Subsequent Event | Over-allotment option | |||||
Class of Stock [Line Items] | |||||
Number of units issued | 750,000 | ||||
Subsequent Event | Initial Public Offering. | |||||
Class of Stock [Line Items] | |||||
Purchase price, per unit | $ / shares | $ 10 | ||||
Number of units issued | 5,750,000 | ||||
Class B Ordinary Shares | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized (in shares) | 10,000,000 | 10,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common shares, shares issued (in shares) | 1,437,500 | ||||
Aggregate purchase price | $ | $ 144 | ||||
Shares subject to forfeiture | 187,500 | ||||
Conversion ratio | 1 | ||||
Ratio to be applied to the stock in the conversion | 20 | ||||
Class B Ordinary Shares | Sponsor | |||||
Class of Stock [Line Items] | |||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common shares, shares issued (in shares) | 1,437,500 | ||||
Aggregate purchase price | $ | $ 25,001 | $ 25,001 | $ 25,001 | ||
Purchase price, per unit | $ / shares | $ 0.017 | $ 0.017 | $ 0.017 | ||
Class B Ordinary Shares | Subsequent Event | |||||
Class of Stock [Line Items] | |||||
Forfeited shares | 187,500 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jun. 14, 2021 | Mar. 31, 2021 |
Initial Public Offering. | ||
Subsequent Event [Line Items] | ||
Number of units issued | 5,750,000 | |
Purchase price, per unit | $ 10 | |
Private Placement. | ||
Subsequent Event [Line Items] | ||
Number Of Rights issued Per Unit | 1 | |
Over-allotment option | ||
Subsequent Event [Line Items] | ||
Number of units issued | 750,000 | 750,000 |
Subsequent Event | Class B Ordinary Shares | ||
Subsequent Event [Line Items] | ||
Forfeited shares | 187,500 | |
Subsequent Event | Initial Public Offering. | ||
Subsequent Event [Line Items] | ||
Number of units issued | 5,750,000 | |
Number of shares in a unit | 1 | |
Number Of Rights issued Per Unit | 1 | |
Number Of Shares issued Per Right | 0.1 | |
Purchase price, per unit | $ 10 | |
Gross proceeds from sale of units | $ 57,500,000 | |
Subsequent Event | Private Placement. | ||
Subsequent Event [Line Items] | ||
Number of units issued | 292,500 | |
Purchase price, per unit | $ 10 | |
Investment of proceeds in Trust Account | $ 58,075,000 | |
Subsequent Event | Over-allotment option | ||
Subsequent Event [Line Items] | ||
Number of units issued | 750,000 | |
Subsequent Event | Private Placement, Over-Allotment Option | ||
Subsequent Event [Line Items] | ||
Number of units issued | 22,500 |