Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 28, 2021 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Entity Registrant Name | Galileo Acquisition Corp. | |
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 Common Stock, Shares Outstanding | 17,400,000 | |
Entity Central Index Key | 0001784851 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Units Each Consisting Of One Ordinary Share And One Redeemable Warrant | ||
Security Exchange Name | NYSE | |
Title of 12(b) Security | Units, each consisting of one ordinary share andone Redeemable Warrant | |
Trading Symbol | GLEO.U | |
Ordinary Shares | ||
Security Exchange Name | NYSE | |
Title of 12(b) Security | Ordinary Shares, par value $0.0001 per share | |
Trading Symbol | GLEO | |
Redeemable Warrants | ||
Security Exchange Name | NYSE | |
Title of 12(b) Security | Redeemable Warrants, each warrant exercisable forone Ordinary Share at an exercise price of $11.50 | |
Trading Symbol | GLEO WS |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 456,257 | $ 624,830 |
Prepaid expenses and other current assets | 104,229 | 65,301 |
Total current assets | 560,486 | 690,131 |
Cash and marketable securities held in Trust Account | 139,182,449 | 139,158,500 |
TOTAL ASSETS | 139,742,935 | 139,848,631 |
LIABILITIES | ||
Current liabilities - Accounts payable and accrued expenses | 267,623 | 209,732 |
Convertible promissory note - related party | 500,000 | 500,000 |
Warrant liability | 2,260,500 | 3,452,400 |
Total Liabilities | 3,028,123 | 4,162,132 |
Commitments and Contingencies | ||
Ordinary shares subject to possible redemption, 13,171,481 and 13,068,649 shares at $10.00 redemption value at March 31, 2021 and December 31, 2020, respectively | 131,714,810 | 130,686,490 |
Shareholders' Equity | ||
Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding | ||
Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 4,228,519 and 4,331,351 shares issued and outstanding (excluding 13,171,481 and 13,068,649 shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively | 422 | 433 |
Additional paid-in capital | 5,881,378 | 6,909,687 |
Accumulated deficit | (881,798) | (1,910,111) |
Total Shareholders' Equity | 5,000,002 | 5,000,009 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 139,742,935 | $ 139,848,631 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
CONDENSED BALANCE SHEETS | ||
Ordinary shares subject to possible redemption | 13,171,481 | 13,068,649 |
Ordinary shares subject to possible redemption | 13,171,481 | 13,068,649 |
Ordinary shares subject to possible redemption per value | $ 10 | $ 10 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 4,228,519 | 4,331,351 |
Common stock, shares outstanding | 4,228,519 | 4,331,351 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
General and administrative costs | $ 187,536 | $ 200,037 |
Loss from operations | (187,536) | (200,037) |
Other income: | ||
Interest earned on marketable securities held in Trust Account | 23,949 | 546,631 |
Change in fair value of warrant liabilities | 1,191,900 | 945,300 |
Net income | 1,028,313 | 1,291,894 |
Redeemable Ordinary Shares | ||
Other income: | ||
Interest earned on marketable securities held in Trust Account | $ 23,949 | $ 546,631 |
Weighted Average Redeemable Ordinary Shares Redeemable Ordinary Shares, Basic and Diluted | 13,800,000 | 13,800,000 |
Earnings/Basic and Diluted Redeemable Ordinary Shares | $ 0.04 | |
Non-Redeemable Ordinary Shares | ||
Other income: | ||
Net income | $ 1,028,313 | $ 1,291,894 |
Weighted Average Redeemable Ordinary Shares Redeemable Ordinary Shares, Basic and Diluted | 3,600,000 | 3,600,000 |
Earnings/Basic and Diluted Redeemable Ordinary Shares | $ 0.28 | $ 0.21 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2019 | $ 418 | $ 5,378,502 | $ (378,919) | $ 5,000,001 |
Balance at the beginning (in shares) at Dec. 31, 2019 | 4,178,231 | |||
Ordinary shares subject to redemption | $ (13) | (1,291,877) | 0 | (1,291,890) |
Ordinary shares subject to redemption (in shares) | (129,189) | |||
Net income | $ 0 | 0 | 1,291,894 | 1,291,894 |
Balance at the end at Mar. 31, 2020 | $ 405 | 4,086,625 | 912,975 | 5,000,005 |
Balance at the end (in shares) at Mar. 31, 2020 | 4,049,042 | |||
Balance at the beginning at Dec. 31, 2020 | $ 433 | 6,909,687 | (1,910,111) | $ 5,000,009 |
Balance at the beginning (in shares) at Dec. 31, 2020 | 4,331,351 | 4,331,351 | ||
Change in value of ordinary shares subject to possible redemption | $ (11) | (1,028,309) | 0 | $ (1,028,320) |
Change in value of ordinary shares subject to possible redemption (in shares) | (102,832) | |||
Net income | $ 0 | 0 | 1,028,313 | 1,028,313 |
Balance at the end at Mar. 31, 2021 | $ 422 | $ 5,881,378 | $ (881,798) | $ 5,000,002 |
Balance at the end (in shares) at Mar. 31, 2021 | 4,228,519 | 4,228,519 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net income | $ 1,028,313 | $ 1,291,894 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Change in fair value of warrant liability | (1,191,900) | (945,300) |
Interest earned on marketable securities held in Trust Account | (23,949) | (546,631) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (38,928) | (46,012) |
Accounts payable and accrued expenses | 57,891 | (12,501) |
Net cash used in operating activities | (168,573) | (258,550) |
Cash Flows from Investing Activities: | ||
Net cash provided by (used in) investing activities | 0 | |
Cash Flows from Financing Activities: | ||
Net cash used in (provided by) financing activities | 0 | |
Net Change in Cash | (168,573) | (258,550) |
Cash - Beginning | 624,830 | 712,062 |
Cash - Ending | 456,257 | 453,512 |
Non-Cash Investing and Financing Activities: | ||
Change in value of ordinary shares subject to possible redemption | $ 1,028,320 | $ 1,291,890 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended |
Mar. 31, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Galileo Acquisition Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands on July 30, 2019. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a business combination. As of March 31, 2021, the Company had not yet commenced any operations. All activity through March 31, 2021 relates to the Company’s formation, the preparation of the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company generates 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 was declared effective on October 17, 2019. On October 22, 2019, the Company consummated the Initial Public Offering of 13,800,000 units (the “Units” and, with respect to the ordinary shares included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 1,800,000 Units, at $10.00 per Unit, generating gross proceeds of $138,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,110,000 warrants (the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to Galileo Founders Holdings, L.P. (the “Sponsor”) and EarlyBirdCapital, Inc. (“EarlyBirdCapital”), generating gross proceeds of $4,110,000, which is described in Note 4. Transaction costs amounted to $3,187,305, consisting of $2,760,000 of underwriting fees and $427,305 of other offering costs. Following the closing of the Initial Public Offering on October 22, 2019, an amount of $138,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of approximately six months, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a‑7 of the Investment Company Act of 1940, as amended, or the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a business combination or (ii) the distribution of the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination. The Company’s initial business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the signing of an agreement to enter into a business combination. The Company will only complete a business combination if the post-business combination company owns or acquires 50% or more of the 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. There is no assurance that the Company will be able to successfully effect a business combination. The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a business combination either (i) in connection with a 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 business combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account ($10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). 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 outstanding shares voted are voted in favor of the business combination. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a business combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the business combination and the Company does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares. The Sponsor and the other initial shareholders (collectively, the “initial shareholders”) have agreed (a) to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a business combination; (b) not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Memorandum and Articles of Association with respect to the Company’s pre-business combination activities prior to the consummation of a business combination unless the Company provides dissenting public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to convert any Founder Shares (as well as any Public Shares purchased during or after the Initial Public Offering) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a business combination (or sell any shares in a tender offer in connection with a business combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Memorandum and Articles of Association relating to shareholders’ rights or pre-business combination activity and (d) that the Founder Shares shall not participate in any liquidating distributions upon winding up if a business combination is not consummated. However, the initial shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its business combination. The Company will have until October 22, 2021 to consummate the proposed business combination (the “Combination Period”). If the Company is unable to complete a business combination within the Combination Period, it will trigger the automatic winding up, dissolution and liquidation pursuant to the terms of the Company’s Amended and Restated Memorandum and Articles of Association. If the Company is forced to liquidate, the amount in the Trust Account (less the aggregate nominal par value of the shares of the Company’s public shareholders) under the Companies Law (2018 Revision) of the Cayman Islands (the “Companies Law”) will be treated as share premium which is distributable under the Companies Law provided that immediately following the date on which the proposed distribution is proposed to be made, the Company is able to pay the debts as they fall due in the ordinary course of business. If the Company is forced to liquidate the Trust Account, the public shareholders would be distributed the amount in the Trust Account calculated as of the date that is two days prior to the distribution (including any accrued interest, net of taxes payable). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to 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 amounts in the Trust Account to below $10.00 per share. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern In connection with the Company's assessment of going concern considerations in accordance with Financial Accounting Standard Board's Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern,” the Company has until October 22, 2021 to consummate the proposed Business Combination. It is uncertain that the Company will be able to consummate the proposed Business Combination by this time. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company through one year from the issuance of these financial statements. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 22. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by October 22, 2021. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10‑Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed interim financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Amended Annual Report on Form 10-K/A as filed with the SEC on May 26, 2021, which contains the audited financial statements and notes thereto. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s 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 condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021 and December 31, 2020, 13,171,481 and 13,068,649 ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets, respectively. 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 had cash and cash equivalents as of March 31, 2021 and December 31, 2020 of approximately $456,257 and $624,830, respectively. Offering Costs Offering costs consist of underwriting, legal, accounting, and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $3,187,305 were charged to shareholders’ equity upon the completion of the Initial Public Offering. $4,078 of the offering costs were immediately expensed through the Statement of Operations in connection with the warrant liability. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants classified as liabilities are recognized as a non-cash gain or loss on the statements of operations. Income Taxes 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 Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of March 31, 2021 and 2020 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 may be subject to potential examination by foreign taxing authorities in the area 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 foreign 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. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Net Income (Loss) Per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 17,910,000 ordinary shares in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive under the treasury stock method. The Company’s statements of operations include a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per share, basic and diluted, for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Net loss per share, basic and diluted, non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for income attributable to redeemable ordinary shares, by the weighted average number of non-redeemable ordinary shares outstanding for the period. Non-redeemable ordinary shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Ended March 31 2021 2020 Redeemable Ordinary Shares Numerator: Earnings allocable to Redeemable Ordinary Shares Interest Income $ 23,949 $ 546,631 Net Earnings $ 23,949 $ 546,631 Denominator: Weighted Average Redeemable Ordinary Shares Redeemable Ordinary Shares, Basic and Diluted 13,800,000 13,800,000 Earnings/Basic and Diluted Redeemable Ordinary Shares $ — $ 0.04 Non-Redeemable Ordinary Shares Numerator: Net (Loss) Income minus Redeemable Net Earnings Net (Loss) Income $ 1,028,313 $ 1,291,894 Redeemable Net Earnings (23,949) (546,631) Non-Redeemable Net Income $ 1,004,364 $ 745,263 Denominator: Weighted Average Non-Redeemable Ordinary Shares Non-Redeemable Ordinary Shares, Basic and Diluted 3,600,000 3,600,000 Loss/Basic and Diluted Non-Redeemable Ordinary Shares $ 0.28 $ 0.21 Note: As of March 31, 2021 and 2020, basic and diluted shares are the same as there are no securities that are dilutive to the shareholders. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities (excluding warrants), which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. The fair value of the private warrants, which are classified as liabilities, was estimated using a Binomial Lattice Model (see Note 9). Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 3 Months Ended |
Mar. 31, 2021 | |
INITIAL PUBLIC OFFERING. | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 13,800,000 Units, at a purchase price of $10.00 per Unit, which includes the full exercise by the underwriters of their over-allotment option in the amount of 1,800,000 Units at $10.00 per Unit. Each Unit consists of one ordinary share and one warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one ordinary share at an exercise price of $11.50 per share (see Note 8). |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 3 Months Ended |
Mar. 31, 2021 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and EarlyBirdCapital and its designees purchased an aggregate of 4,110,000 Private Warrants at $1.00 per Private Warrant, for an aggregate purchase price of $4,110,000. The Sponsor purchased an aggregate of 3,562,000 Private Warrants and EarlyBirdCapital and its designees purchased an aggregate of 548,000 Private Warrants. Each Private Warrant is exercisable to purchase one ordinary share at an exercise price of $11.50 per share (see Note 8). The proceeds from the Private Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a business combination within the Combination Period, the proceeds from the sale of the Private Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Warrants. The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, so long as they are held by the initial purchaser or any of its permitted transferees. If the Private Warrants are held by holders other than the initial purchasers or any of their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. In addition, the Private Warrants may not be transferable, assignable or saleable until the consummation of a business combination, subject to certain limited exceptions. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In August 2019, the Company issued an aggregate of 2,875,000 ordinary shares (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000. On October 17, 2019, the Company effected a share dividend of 0.2 of a share for each ordinary share in issue, resulting in the Sponsor holding an aggregate of 3,450,000 Founder Shares. The Founder Shares include an aggregate of up to 450,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the initial shareholders will collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the Representative Shares (as defined in Note 7)). The initial shareholders have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until (i) with respect to 50% of the Founder Shares, the earlier of one year after the completion of a business combination and the date on which the closing price of the ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30‑trading day period commencing after a business combination and (ii) with respect to the remaining 50% of the Founder Shares, one year after the completion of a business combination, or earlier, in either case, if, subsequent to a business combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on October 17, 2019 through the earlier of the consummation of a business combination or the Company’s liquidation, to pay Ampla Capital, LLC, an affiliate of the Company’s Chief Financial Officer a monthly fee of approximately $3,000 for general and administrative services, including office space, utilities and secretarial support. For the three months ended March 31, 2021 and 2020, the Company incurred and paid $9,000 in fees for these services. Promissory Note — Related Party The Company’s Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering. The Promissory Note (“Promissory Note”) was non-interest bearing, unsecured and due on the earlier of March 31, 2020 or the closing of the Initial Public Offering. The Promissory Note, in the outstanding amount of $93,798, was repaid upon the consummation of the Initial Public Offering on October 22, 2019. As of March 31, 2021 and December 31, 2020, no amounts under the Promissory Note were outstanding nor could the promissory note be drawn upon. Related Party Loans In order to finance transaction costs in connection with a business combination, the Initial Shareholders, the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $1,000,000 of the Working Capital Loans may be converted into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Warrants. In the event that a business combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. On December 14, 2020, the Company entered into a convertible promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $500,000 (the “Convertible Note”). The Convertible Note is non-interest bearing and payable upon the date on which the Company consummates a business combination. If the Company does not consummate a business combination, the Company may use a portion of any funds held outside the Trust Account to repay the Convertible Note; however, no proceeds from the Trust Account may be used for such repayment. Up to $500,000 of the Convertible Note may be converted into warrants at a price of $1.00 per warrant at the option of the Sponsor. The warrants, if issued, will be identical to the Private Warrants. As of March 31, 2021 and December 31, 2020, the outstanding balance under the Convertible Note amounted to an aggregate of $500,000. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID‑19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on October 17, 2019, the holders of the Founder Shares, Private Warrants (and their underlying securities), Representative Shares (as a defined in Note 7) and any securities that may be issued upon conversion of the Working Capital Loans (and their underlying securities) will be entitled to registration rights. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares are to be released from escrow. The holders of a majority of the Representative Shares, Private Warrants (and underlying securities) and securities issued in payment of Working Capital Loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a business combination. Notwithstanding anything herein to the contrary, EarlyBirdCapital and/or its designees may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the Initial Public Offering. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Business Combination Marketing Agreement Pursuant to a letter agreement entered into on October 17, 2019 (the “Business Combination Marketing Agreement”), the Company engaged EarlyBirdCapital as an advisor to assist the Company in identifying potential target businesses for a business combination, holding meetings with its shareholders to discuss potential business combinations and target business’ attributes, introducing the Company to potential investors that may be interested in purchasing securities of the Company in connection with a business combination, assisting the Company in obtaining shareholder approval for a business combination and assist the Company with its press releases and public filings in connection with a business combination. The Company will pay EarlyBirdCapital a cash fee equal to 3.5% of the gross proceeds of the Initial Public Offering, or $4,830,000, for such services only upon the consummation of a business combination. At the Company’s sole discretion, up to approximately 25% of such amount may be paid to third parties who are investment banks or financial advisory firms not participating in Initial Public Offering that assist the Company in consummating its business combination. As of March 31, 2021, the above service had not been completed and accordingly, no amounts have been recorded in the accompanying condensed financial statements. Additionally, the Company will pay EarlyBirdCapital a cash fee equal to 1.0% of the total consideration payable in the proposed business combination if it introduces the Company to the target business with which the Company completes a business combination; provided that the foregoing fee will not be paid prior to the date that is 90 days from the effective date of the Initial Public Offering, unless FINRA determines that such payment would not be deemed underwriters’ compensation in connection with the Initial Public Offering pursuant to FINRA Rule 5110(c)(3)(B)(ii). Placement Agent Agreement Pursuant to a letter agreement dated February 23, 2021, the Company will pay Stifel Nicolaus & Company, Incorporated (“Stifel”) a placement agent fee for services provided by Stifel in connection with the placement of a private investment in a public equity transaction in connection with a business combination. Pursuant to the amended letter agreement, dated as of April 27, 2021 (the “Placement Agent Agreement”) entered into in connection with the proposed business combination with Shapeways (as defined in Note 9 below), upon consummation of the PIPE Investment referred to in Note 9, the Company will pay Stifel a placement fee equal to 4.0% of the gross proceeds to the Company from the PIPE Investment), excluding proceeds from investors in the PIPE Investment that were stockholders of Shapeways as of the date they entered into subscription agreements for the PIPE Investment and excluding proceeds from Stifel or any of its affiliates. In addition, the Company will reimburse Stifel for reasonable out-of-pocket expenses, not to exceed $25,000 in the aggregate, regardless of whether the PIPE Investment is consummated. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2021 | |
SHAREHOLDERS' EQUITY | |
SHAREHOLDERS' EQUITY | NOTE 7. SHAREHOLDERS’ EQUITY Preference Shares — The Company is authorized to issue 2,000,000 preference shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. At March 31, 2021 and December 31, 2020, there were no preference shares issued or outstanding. Ordinary Shares — The Company is authorized to issue 200,000,000 ordinary shares with a par value of $0.0001 per share. Holders of the ordinary shares are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were 4,228,519 and 4,331,351 ordinary shares issued and outstanding, excluding 13,171,481 and 13,068,649 ordinary shares subject to possible redemption, respectively. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Level 2: Level 3: The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. At March 31, 2021 and December 31,2020, assets held in the Trust Account were comprised of $9,533 and $5,563 in cash equivalents and $139,172,916 and $139,152,937 in U.S. Treasury Bills at amortized cost. During the three months ended March 31, 2021 and the year ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account to pay its tax obligations. At March 31, 2021, there were 4,110,000 Private Placement Warrants outstanding that were measured at fair value. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity securities at March 31, 2021 and December 31, 2020 are as follows: Gross Amortized Holding Held-To-Maturity Level Cost Gains Fair Value March 31, 2021 U.S. Treasury Securities (Matured on 04/08/2021) 1 $ 139,172,916 $ 2,084 $ 139,175,000 December 31, 2020 U.S. Treasury Securities (Matured on 01/07/2021) (1) 1 $ 139,152,937 $ 2,063 $ 139,155,000 Fair value at Fair value at December 31, Liabilities: Warrant Liabilities Level March 31, 2021 2020 Private Placement Warrants 3 $ 2,260,500 $ 3,452,400 (1) The Company notes that the U.S. Treasury Securities were reinvested with the funds from the previously matured securities The Company recognizes transfers into and out of the fair value levels at the end of the reporting period. There were no transfers into or out of the levels during the three months ended March 31, 2021 or 2020. The Company established the initial fair value for the private warrants on October 22, 2019, the date of the Company’s Initial Public Offering, using a Binomial Lattice Model. The Company continues to classify the private warrants as Level 3 due to the use of unobservable inputs and continues to value the private warrants using a Binomial Lattice Model. The key inputs into the Binomial Lattice Model for the Private Placement Warrants were as follows at March 31, 2021: Input March 31, 2021 March 31, 2020 Risk-free interest rate 0.62 % 0.37 % Dividend yield — % 0.00 % Implied volatility 12.6 % 8.80 % Exercise price $ 11.50 $ 11.50 Market Stock Price $ 10.00 $ 9.68 On March 31, 2021 and 2020, the Private Placement Warrants were determined to be $0.55 and 0.25 and per warrant, respectively, for an aggregate value of $2.3 million and $1.0 million, respectively. The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of December 31, 2020 $ 3,452,400 $ — $ 3,452,400 Change in valuation inputs or other assumptions (1,191,900) — (1,191,900) Fair value as of March 31, 2021 $ 2,260,500 $ — $ 2,260,500 Private Placement Public Warrant Liabilities Fair value as of December 31, 2019 $ 1,972,800 $ — $ 1,972,800 Change in valuation inputs or other assumptions (945,300) — (945,300) Fair value as of March 31, 2020 $ 1,027,500 $ — $ 1,027,500 |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2021 | |
WARRANTS | |
WARRANTS | NOTE 8. WARRANTS Warrants — The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon the exercise of the Public Warrants is not effective within 90 days from the consummation of a Business Combination, the holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise the Public Warrants on a cashless basis pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act provided that such exemption is available. If an exemption from registration is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company may redeem the Public Warrants: · in whole and not in part; · at a price of $0.01 per warrant; · at any time while the Public Warrants are exercisable; · upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder; · if, and only if, the reported last sale price of the Company’s ordinary shares equals or exceeds $18.00 per share, for any 20 trading days within a 30‑trading day period ending on the third business day prior to the notice of redemption to the warrant holders; and · if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30‑day trading period referred to above and continuing each day thereafter until the date of redemption. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a capitalization of shares, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of ordinary shares at a price below their exercise price or issuance of potential extension warrants in connection with an extension of the period of time for the Company to complete a Business Combination. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor, initial shareholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination, and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of a warrant will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional ordinary shares or equity-linked securities. Representative Shares In August 2019, the Company issued to the designees of EarlyBirdCapital 125,000 ordinary shares (the “Representative Shares”) for a nominal consideration. On October 17, 2019, the Company effected a share dividend of 0.2 of a share for each ordinary share in issue, resulting in EarlyBirdCapital holding an aggregate of 150,000 Representative Shares. The Company accounted for the Representative Shares as an offering cost of the Proposed Offering, with a corresponding credit to shareholders’ equity. The Company estimated the fair value of Representative Shares to be $1,137 based upon the price of the Founder Shares issued to the Sponsor. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110(g)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10. 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. Based upon this review, the Company did not identify any subsequent events, other than below, that would have required adjustment or disclosure in the financial statements. On April 28, 2021, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Shapeways, Inc., a Delaware corporation (“Shapeways”), Galileo Acquisition Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of Galileo (“Merger Sub”), Galileo Founders Holdings, L.P., a Delaware limited partnership (the “Sponsor”), in the capacity as the representative of the shareholders of Galileo (other than the Shapeways security holders) from and after the closing (the “Closing”) of the transactions contemplated by the Merger Agreement (collectively, the “Transaction”) (in such capacity, the “Purchaser Representative”), and Fortis Advisors LLC, in the capacity as the representative of the Shapeways security holders from and after the Closing of the Transaction (in such capacity, the “Seller Representative”). Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) prior to the Closing, the Company will continue out of the Cayman Islands and into the State of Delaware to re-domicile and become a Delaware corporation (the “Domestication”) and (ii) at the Closing of the Transaction, and following the Domestication and the PIPE Investment (defined below), Merger Sub will merge with and into Shapeways (the “Merger”), with Shapeways continuing as the surviving entity and wholly-owned subsidiary of the Company, and with each Shapeways stockholder receiving shares of the Company common stock at the Closing (as further described below). Simultaneously with entering into the Merger Agreement, the Company entered into Subscription Agreements (as defined below) with investors (“PIPE Investors”) to purchase a total of 7.5 million shares of the Company common stock in a private equity investment (“PIPE”) in the Company at $10.00 per share with aggregate gross proceeds to the Company of $75,000,000. The PIPE Investors include certain existing Shapeways stockholders and a strategic investor. The Merger Agreement contains customary conditions to Closing, including the following mutual conditions of the parties (unless waived): (i) approval of the shareholders of the Company and Shapeways; (ii) approvals of any required governmental authorities and completion of any antitrust expiration periods; (iii) no law or order preventing the Transaction; (iv) the Registration Statement having been declared effective by the SEC; (v) the satisfaction of the $5,000,001 minimum net tangible asset test by the Company; (vi) approval of the Company’s common stock for listing on NYSE; (vii) consummation of the Domestication; and (viii) reconstitution of the post-Closing board of directors as contemplated under the Merger Agreement. Simultaneously with the execution of the Merger Agreement, the Company and Shapeways entered into subscription agreements (collectively, the “Subscription Agreements”) with PIPE Investors for an aggregate for 7,500,000 shares of the Company’s common stock, par value $0.0001 per share (the “PIPE Shares”), at a price of $10.00 per share, for an aggregate of $75,000,000, in a private placement to be consummated simultaneously with the closing of the Transaction (the “PIPE Investment”). The consummation of the transactions contemplated by the Subscription Agreements is conditioned on the concurrent Closing and other customary closing conditions. Among other things, each PIPE Investor agreed in the Subscription Agreement that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in the Trust Account held for its public stockholders, and agreed not to, and waived any right to, make any claim against the trust account (including any distributions therefrom). In addition, Shapeways granted certain customary resale registration rights to the PIPE Investors in the Subscription Agreements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10‑Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed interim financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Amended Annual Report on Form 10-K/A as filed with the SEC on May 26, 2021, which contains the audited financial statements and notes thereto. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s 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 condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021 and December 31, 2020, 13,171,481 and 13,068,649 ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets, respectively. |
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 had cash and cash equivalents as of March 31, 2021 and December 31, 2020 of approximately $456,257 and $624,830, respectively. |
Offering Costs | Offering Costs Offering costs consist of underwriting, legal, accounting, and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $3,187,305 were charged to shareholders’ equity upon the completion of the Initial Public Offering. $4,078 of the offering costs were immediately expensed through the Statement of Operations in connection with the warrant liability. |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants classified as liabilities are recognized as a non-cash gain or loss on the statements of operations. |
Income Taxes | Income Taxes 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 Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of March 31, 2021 and 2020 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 may be subject to potential examination by foreign taxing authorities in the area 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 foreign 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. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 17,910,000 ordinary shares in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive under the treasury stock method. The Company’s statements of operations include a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per share, basic and diluted, for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Net loss per share, basic and diluted, non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for income attributable to redeemable ordinary shares, by the weighted average number of non-redeemable ordinary shares outstanding for the period. Non-redeemable ordinary shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Ended March 31 2021 2020 Redeemable Ordinary Shares Numerator: Earnings allocable to Redeemable Ordinary Shares Interest Income $ 23,949 $ 546,631 Net Earnings $ 23,949 $ 546,631 Denominator: Weighted Average Redeemable Ordinary Shares Redeemable Ordinary Shares, Basic and Diluted 13,800,000 13,800,000 Earnings/Basic and Diluted Redeemable Ordinary Shares $ — $ 0.04 Non-Redeemable Ordinary Shares Numerator: Net (Loss) Income minus Redeemable Net Earnings Net (Loss) Income $ 1,028,313 $ 1,291,894 Redeemable Net Earnings (23,949) (546,631) Non-Redeemable Net Income $ 1,004,364 $ 745,263 Denominator: Weighted Average Non-Redeemable Ordinary Shares Non-Redeemable Ordinary Shares, Basic and Diluted 3,600,000 3,600,000 Loss/Basic and Diluted Non-Redeemable Ordinary Shares $ 0.28 $ 0.21 Note: As of March 31, 2021 and 2020, basic and diluted shares are the same as there are no securities that are dilutive to the shareholders. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities (excluding warrants), which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. The fair value of the private warrants, which are classified as liabilities, was estimated using a Binomial Lattice Model (see Note 9). |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Summary of calculation of basic and diluted net income (loss) per ordinary share | Three Months Ended March 31 2021 2020 Redeemable Ordinary Shares Numerator: Earnings allocable to Redeemable Ordinary Shares Interest Income $ 23,949 $ 546,631 Net Earnings $ 23,949 $ 546,631 Denominator: Weighted Average Redeemable Ordinary Shares Redeemable Ordinary Shares, Basic and Diluted 13,800,000 13,800,000 Earnings/Basic and Diluted Redeemable Ordinary Shares $ — $ 0.04 Non-Redeemable Ordinary Shares Numerator: Net (Loss) Income minus Redeemable Net Earnings Net (Loss) Income $ 1,028,313 $ 1,291,894 Redeemable Net Earnings (23,949) (546,631) Non-Redeemable Net Income $ 1,004,364 $ 745,263 Denominator: Weighted Average Non-Redeemable Ordinary Shares Non-Redeemable Ordinary Shares, Basic and Diluted 3,600,000 3,600,000 Loss/Basic and Diluted Non-Redeemable Ordinary Shares $ 0.28 $ 0.21 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
Schedule of gross holding losses and fair value of held-to-maturity securities | Gross Amortized Holding Held-To-Maturity Level Cost Gains Fair Value March 31, 2021 U.S. Treasury Securities (Matured on 04/08/2021) 1 $ 139,172,916 $ 2,084 $ 139,175,000 December 31, 2020 U.S. Treasury Securities (Matured on 01/07/2021) (1) 1 $ 139,152,937 $ 2,063 $ 139,155,000 |
Schedule of assets and liabilities that are measured at fair value on a recurring basis | Fair value at Fair value at December 31, Liabilities: Warrant Liabilities Level March 31, 2021 2020 Private Placement Warrants 3 $ 2,260,500 $ 3,452,400 The Company notes that the U.S. Treasury Securities were reinvested with the funds from the previously matured securities |
Schedule of key inputs | Input March 31, 2021 March 31, 2020 Risk-free interest rate 0.62 % 0.37 % Dividend yield — % 0.00 % Implied volatility 12.6 % 8.80 % Exercise price $ 11.50 $ 11.50 Market Stock Price $ 10.00 $ 9.68 |
Schedule of changes in the fair value of warrant liabilities | Private Placement Public Warrant Liabilities Fair value as of December 31, 2020 $ 3,452,400 $ — $ 3,452,400 Change in valuation inputs or other assumptions (1,191,900) — (1,191,900) Fair value as of March 31, 2021 $ 2,260,500 $ — $ 2,260,500 Private Placement Public Warrant Liabilities Fair value as of December 31, 2019 $ 1,972,800 $ — $ 1,972,800 Change in valuation inputs or other assumptions (945,300) — (945,300) Fair value as of March 31, 2020 $ 1,027,500 $ — $ 1,027,500 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Oct. 22, 2019USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||
Transaction costs | $ 3,187,305 | ||||
Underwriting fees | 2,760,000 | ||||
Other offering costs | $ 427,305 | ||||
Cash held outside Trust account | $ 456,257 | $ 624,830 | $ 453,512 | $ 712,062 | |
Maturity term | 5 years | ||||
Minimum percentage of fair market value on trust account | 80.00% | ||||
Minimum percentage of securities need to be owned or acquired | 50.00% | ||||
Minimum net intangible assets | $ 5,000,001 | ||||
Minimum share percentage restricted from redeeming of aggregate shares | 15 | ||||
Private Warrants | |||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||
Number of public shares issued | shares | 4,110,000 | ||||
Shares issued price per share | $ / shares | $ 1 | ||||
Gross proceeds | $ 4,110,000 | ||||
Initial Public Offering | |||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||
Number of public shares issued | shares | 13,800,000 | 13,800,000 | |||
Shares issued price per share | $ / shares | $ 10 | $ 10 | |||
Gross proceeds | $ 138,000,000 | ||||
Initial Public Offering | Private Warrants | |||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||
Shares issued price per share | $ / shares | $ 10 | ||||
Gross proceeds | $ 138,000,000 | ||||
Maturity term | 6 months | ||||
Over-Allotment Option | |||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||
Number of public shares issued | shares | 1,800,000 | 1,800,000 | |||
Shares issued price per share | $ / shares | $ 10 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Oct. 22, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
Ordinary shares subject to possible redemption | 13,171,481 | 13,068,649 | |||
Ordinary shares subject to possible redemption | 13,171,481 | 13,068,649 | |||
Cash | $ 456,257 | $ 624,830 | $ 453,512 | $ 712,062 | |
Transaction costs | $ 3,187,305 | ||||
Offering cost expense connection with warrant liability | 4,078 | ||||
Unrecognized tax benefits | 0 | 0 | |||
Accrued interest and penalties | $ 0 | $ 0 | |||
Aggregate shares in calculation of diluted income (loss) per share, | 17,910,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule Of calculation of basic and diluted (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Ordinary Shares | ||
Interest Income | $ 23,949 | $ 546,631 |
Net income (loss) | 1,028,313 | 1,291,894 |
Redeemable Ordinary Shares | ||
Ordinary Shares | ||
Interest Income | 23,949 | 546,631 |
Net Earnings | $ 23,949 | $ 546,631 |
Weighted Average Redeemable Ordinary Shares Redeemable Ordinary Shares, Basic and Diluted | 13,800,000 | 13,800,000 |
Earnings/Basic and Diluted Redeemable Ordinary Shares | $ 0.04 | |
Non-Redeemable Ordinary Shares | ||
Ordinary Shares | ||
Net income (loss) | $ 1,028,313 | $ 1,291,894 |
Redeemable Net Earnings | (23,949) | (546,631) |
Net Income (Loss) Available to Common Stockholders, Basic, Total | $ 1,004,364 | $ 745,263 |
Weighted Average Redeemable Ordinary Shares Redeemable Ordinary Shares, Basic and Diluted | 3,600,000 | 3,600,000 |
Earnings/Basic and Diluted Redeemable Ordinary Shares | $ 0.28 | $ 0.21 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - $ / shares | Oct. 22, 2019 | Mar. 31, 2021 |
INITIAL PUBLIC OFFERING | ||
Number of ordinary share per unit | 1 | |
Number of public warrant for each unit | 1 | |
Exercise price of public warrants | $ 11.50 | |
Initial Public Offering | ||
INITIAL PUBLIC OFFERING | ||
Number of shares sold | 13,800,000 | 13,800,000 |
Purchase price per share | $ 10 | $ 10 |
Over-Allotment Option | ||
INITIAL PUBLIC OFFERING | ||
Number of shares sold | 1,800,000 | 1,800,000 |
Purchase price per share | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
PRIVATE PLACEMENT | |
Purchase of stock and warrants | 4,110,000 |
Share price | $ / shares | $ 1 |
Purchase price of stock and warrants | $ | $ 4,110,000 |
Number of shares purchased | 1 |
Exercise price per share | $ / shares | $ 11.50 |
Sponsor | |
PRIVATE PLACEMENT | |
Purchase of stock and warrants | 3,562,000 |
Designee | |
PRIVATE PLACEMENT | |
Purchase of stock and warrants | 548,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | Dec. 14, 2020USD ($)$ / shares | Oct. 22, 2019USD ($) | Oct. 17, 2019USD ($)D$ / sharesshares | Aug. 31, 2019USD ($)shares | Mar. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($) |
RELATED PARTY TRANSACTIONS | ||||||
Exercise price per share | $ / shares | $ 11.50 | |||||
Outstanding balance under the Note | $ 500,000 | $ 500,000 | ||||
Convertible Notes Payable | Warrant [Member] | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Conversion price | $ / shares | $ 1 | |||||
Founder Shares | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Shares issued | shares | 2,875,000 | |||||
Gross proceeds | $ 25,000 | |||||
Stock dividend per share | $ / shares | $ 0.2 | |||||
Founder shares outstanding | shares | 3,450,000 | |||||
Threshold shares subject to forfeiture | shares | 450,000 | |||||
Percentage of outstanding shares collectively held by initial shareholders | 20.00% | |||||
Founder Shares | Transfer of 50% of founder shares | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Percentage of conditional transfer of founder shares | 50.00% | |||||
Period after completion of business combination for transfer of founder shares | 1 year | |||||
Threshold closing price of the ordinary shares | $ / shares | $ 12.50 | |||||
Trading days | D | 20 | |||||
Trading day period commencing after a business combination | D | 30 | |||||
Founder Shares | Transfer of remaining 50% of founder shares | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Percentage of conditional transfer of founder shares | 50.00% | |||||
Period after completion of business combination for transfer of founder shares | 1 year | |||||
Promissory Note - Related Party | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Related party maximum borrowing capacity | $ 300,000 | |||||
Repayments of related party debt | $ 93,798 | |||||
Related party debt outstanding | 0 | 0 | ||||
Administrative Services Agreement | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Monthly general and administrative services fee | 3,000 | |||||
General and administrative services fee incurred and paid | 9,000 | 9,000 | ||||
Related Party Loans | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Threshold convertible working capital loans | $ 1,000,000 | |||||
Exercise price per share | $ / shares | $ 1 | |||||
Outstanding balance under the Note | $ 500,000 | $ 500,000 | ||||
Related Party Loans | Convertible Notes Payable | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Gross proceeds | $ 0 | |||||
Aggregate principal amount | 500,000 | |||||
Related Party Loans | Convertible Notes Payable | Warrant [Member] | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Maximum amount of note that may be converted | $ 500,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Feb. 23, 2021USD ($) | Oct. 17, 2019item | Mar. 31, 2021USD ($) |
Other Commitments [Line Items] | |||
Number of demands to company to register securities | item | 2 | ||
Period for exercise of right for registration of securities | 3 months | ||
Business Combination Marketing Agreement | |||
Other Commitments [Line Items] | |||
Cash fees payable to advisors (as percentage) | 3.50% | ||
Fees payable to advisors | $ 4,830,000 | ||
Percentage of advisors fees payable to third party | 25.00% | ||
Advisors fees | $ 0 | ||
Additional cash fees payable to advisors (as percentage) | 1.00% | ||
Additional Fees Payable To Advisors, Payment Days Following Initial Public Offering | 90 | ||
Early Bird Capital and/or its designees | |||
Other Commitments [Line Items] | |||
Number of demands to company to register securities | item | 1 | ||
Period for exercise of right for registration of securities | 5 years | ||
Stifel | Placement Agent Agreement | |||
Other Commitments [Line Items] | |||
Percentage of PIPE investments | 4.00% | ||
Reimburse out of pocket expenses | $ 25,000 |
SHAREHOLDERS' EQUITY - Preferen
SHAREHOLDERS' EQUITY - Preference and Ordinary Shares (Details) | Mar. 31, 2021$ / sharesshares | Dec. 31, 2020Vote$ / sharesshares |
Preference Shares | ||
Shares authorized (in shares) | 2,000,000 | 2,000,000 |
Par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Shares issued (in shares) | 0 | 0 |
Shares outstanding (in shares) | 0 | 0 |
Ordinary Shares | ||
Shares authorized (in shares) | 200,000,000 | 200,000,000 |
Par value (per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Number of vote per share | Vote | 1 | |
Shares issued (in shares) | 4,228,519 | 4,331,351 |
Shares outstanding (in shares) | 4,228,519 | 4,331,351 |
Ordinary shares subject to possible redemption | 13,171,481 | 13,068,649 |
Number of shares subject to possible redemption | 13,171,481 | 13,068,649 |
WARRANTS (Details)
WARRANTS (Details) | 3 Months Ended |
Mar. 31, 2021D$ / shares | |
Warrants | |
Warrants exercisable period | 12 months |
Warrants exercisable in cash period for maintenance of register | 90 days |
Warrants expiry term | 5 years |
Redemption price (per warrant) | $ / shares | $ 0.01 |
Redemption notice period | 30 days |
Redemption share price basis | $ / shares | $ 18 |
Redemption share price basis number of days | D | 20 |
Redemption, registration statement to be maintained | D | 30 |
Effective price per share | $ / shares | $ 9.20 |
Gross proceeds as percentage if total equity proceeds | 60.00% |
Volume average price for number of days | D | 20 |
Adjustment for exercise price of warrants | 115.00% |
WARRANTS - Representative Share
WARRANTS - Representative Shares (Details) | 1 Months Ended | 3 Months Ended | ||
Aug. 31, 2019shares | Mar. 31, 2021USD ($)shares | Dec. 31, 2020shares | Oct. 17, 2019USD ($)$ / sharesshares | |
Class of Stock [Line Items] | ||||
Shares outstanding (in shares) | 4,228,519 | 4,331,351 | ||
Representative Shares | ||||
Class of Stock [Line Items] | ||||
Shares issued | 125,000 | |||
Dividend per share | $ / shares | $ 0.2 | |||
Shares outstanding (in shares) | 150,000 | |||
Fair value of shares | $ | $ 1,137 | |||
Lock in period for representative shares | $ | 180 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Schedule of Held-to-maturity Securities [Line Items] | ||||
Assets held in trust account | $ 139,182,449 | $ 139,158,500 | ||
Liabilities: | ||||
Warrant liability | 2,260,500 | 3,452,400 | $ 1,027,500 | $ 1,972,800 |
Cash | ||||
Schedule of Held-to-maturity Securities [Line Items] | ||||
Assets held in trust account | 9,533 | 5,563 | ||
Investments - U.S. Treasury Securities Money Market Fund | ||||
Assets: | ||||
Amortized Cost | $ 139,172,916 | 139,152,937 | ||
Private Placement Warrants | ||||
Schedule of Held-to-maturity Securities [Line Items] | ||||
Warrant outstanding | 4,110,000 | |||
Liabilities: | ||||
Warrant liability | $ 2,260,500 | 3,452,400 | $ 1,027,500 | $ 1,972,800 |
Level 1 | U.S. Treasury Securities (Mature on 04/08/2021) | ||||
Assets: | ||||
Amortized Cost | 139,172,916 | |||
Gross Holdings Gains | 2,084 | |||
Fair Value | 139,175,000 | |||
Level 1 | U.S. Treasury Securities (Matured on 01/07/2021) | ||||
Assets: | ||||
Amortized Cost | 139,152,937 | |||
Gross Holdings Gains | 2,063 | |||
Fair Value | 139,155,000 | |||
Level 3 | Private Placement Warrants | ||||
Liabilities: | ||||
Warrant liability | $ 2,260,500 | $ 3,452,400 |
FAIR VALUE MEASUREMENTS - Initi
FAIR VALUE MEASUREMENTS - Initial measurement (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021USD ($)$ / shares | Mar. 31, 2020USD ($)$ / shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value assets level 1 to level 2 transfers | $ 0 | $ 0 | ||
Fair value assets level 2 to level 1 transfers | 0 | 0 | ||
Fair value assets transferred into (out of) level 3 | 0 | 0 | ||
Fair value liabilities transfers from level 1 to level 2 | 0 | 0 | ||
Fair value liabilities transfers from level 2 to level 1 | 0 | 0 | ||
Fair value liabilities transfers in and out of level 3 | 0 | 0 | ||
Aggregate values of warrants issued | $ 2,260,500 | $ 1,027,500 | 3,452,400 | $ 1,972,800 |
Private Placement Warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Price of warrant | $ / shares | $ 0.55 | $ 0.25 | ||
Aggregate values of warrants issued | $ 2,260,500 | $ 1,027,500 | $ 3,452,400 | $ 1,972,800 |
Private Placement Warrants | Risk-free interest rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants measurement input | 0.62 | 0.37 | ||
Private Placement Warrants | Dividend yield | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants measurement input | 0 | |||
Private Placement Warrants | Implied volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants measurement input | 12.6 | 8.8 | ||
Private Placement Warrants | Exercise price | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants measurement input | 11.50 | 11.50 | ||
Private Placement Warrants | Market Stock Price | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants measurement input | 10 | 9.68 |
FAIR VALUE MEASUREMENTS - Subse
FAIR VALUE MEASUREMENTS - Subsequent Measurement (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value, Beginning period | $ 3,452,400 | $ 1,972,800 |
Change in valuation inputs or other assumptions | (1,191,900) | (945,300) |
Fair value, End period | 2,260,500 | 1,027,500 |
Private Placement Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value, Beginning period | 3,452,400 | 1,972,800 |
Change in valuation inputs or other assumptions | (1,191,900) | (945,300) |
Fair value, End period | $ 2,260,500 | $ 1,027,500 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Apr. 28, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Minimum net tangible assets upon consummation of business combination | $ 5,000,001 | ||
Subscription Agreements | PIPE Investors | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Common stock, par value | $ 0.0001 | ||
Shares issued | 7,500,000 | ||
Gross proceeds | $ 75,000,000 | ||
Shares issued price per share | $ 10 |