Document and Entity Information
Document and Entity Information - USD ($) | 4 Months Ended | |
Dec. 31, 2020 | Dec. 20, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-K/A | |
Amendment Description | Amendment No. 2 | |
Document Period End Date | Dec. 31, 2020 | |
Entity Registrant Name | EUCRATES BIOMEDICAL ACQUISITION CORP. | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Transition Report | true | |
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 Public Float | $ 111,712,813 | |
Entity Common Stock, Shares Outstanding | 13,459,124 | |
Entity Central Index Key | 0001822929 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | true | |
Ordinary Shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Ordinary shares, no par value | |
Trading Symbol | EUCR | |
Security Exchange Name | NASDAQ | |
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one ordinary share, no par value, and one-third of one Warrant | |
Trading Symbol | EUCRU | |
Security Exchange Name | NASDAQ | |
Warrants, each whole warrant exercisable for one ordinary share at an exercise price of $11.50 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one ordinary share at an exercise price of $11.50 per share | |
Trading Symbol | EUCRW | |
Security Exchange Name | NASDAQ |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2020USD ($) |
Current assets | |
Cash | $ 551,264 |
Prepaid expenses | 470,106 |
Total Current Assets | 1,021,370 |
Marketable securities held in Trust Account | 104,805,536 |
TOTAL ASSETS | 105,826,906 |
Current liabilities | |
Current liabilities - Accrued expenses | 52,603 |
Warrant liability | 6,623,910 |
Deferred underwriting fee payable | 3,667,869 |
Total Liabilities | 10,344,382 |
Commitments and Contingencies | |
Ordinary shares subject to possible redemption | 104,796,260 |
Shareholders' Deficit | |
Preferred shares, no par value; unlimited shares authorized; none issued and outstanding | |
Accumulated deficit | (9,313,736) |
Total Shareholders' Deficit | (9,313,736) |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $ 105,826,906 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | 4 Months Ended |
Dec. 31, 2020$ / sharesshares | |
BALANCE SHEET | |
Shares subject to possible redemption | 10,479,626 |
Preferred stock, par value | $ / shares | $ 0 |
Preferred stock, shares authorized, unlimited | Unlimited |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common stock, par value | $ / shares | $ 0 |
Common stock, shares authorized, unlimited | Unlimited |
Common stock, shares issued | 10,479,626 |
Common stock, shares outstanding | 4,411,674 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
STATEMENT OF OPERATIONS | |
Operating and formation costs | $ 151,051 |
Loss from operations | (151,051) |
Other expense, net: | |
Change in fair value of warrant liability | (4,671,652) |
Transaction costs incurred in connection with warrant liability | (111,046) |
Interest earned on marketable securities held in Trust Account | 7,628 |
Unrealized gain on marketable securities held in Trust Account | 1,648 |
Net loss | $ (4,924,473) |
Basic and diluted weighted average shares outstanding, Redeemable ordinary shares | shares | 5,216,767 |
Basic and diluted net loss per share, Redeemable ordinary shares | $ / shares | $ (0.62) |
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares | shares | 2,715,168 |
Basic and diluted net loss per share, Non-redeemable ordinary shares | $ / shares | $ (0.62) |
STATEMENT OF CHANGES IN SHAREHO
STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT - 4 months ended Dec. 31, 2020 - USD ($) | Ordinary Shares | Accumulated Deficit | Total |
Balance at the beginning at Aug. 20, 2020 | $ 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at Aug. 20, 2020 | 0 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Issuance of Founder Shares to Sponsor | $ 25,000 | 25,000 | |
Issuance of Founder Shares to Sponsor (in shares) | 2,875,000 | ||
Sale of 359,592 Private Units | $ 3,530,000 | $ 3,530,000 | |
Sale of 359,592 Private Units (in shares) | 359,592 | 359,592 | |
Forfeiture of Founder Shares (in shares) | (255,093) | ||
Accretion for Ordinary Shares to Redemption Amount | $ (3,555,000) | (4,389,263) | $ (7,944,263) |
Net loss | (4,924,473) | (4,924,473) | |
Balance at the end at Dec. 31, 2020 | $ (9,313,736) | $ (9,313,736) | |
Balance at the end (in shares) at Dec. 31, 2020 | 2,979,499 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY (Parenthetical) - shares | Nov. 20, 2020 | Dec. 31, 2020 |
Sale of Private Units (in shares) | 359,592 | |
Over-allotment | ||
Sale of Private Units (in shares) | 9,592 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (4,924,473) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Change in fair value of warrant liability | 4,671,652 |
Transaction costs incurred in connection with warrant liabilities | 111,046 |
Interest earned on marketable securities held in Trust Account | (7,628) |
Unrealized gain on marketable securities held in Trust Account | (1,648) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (470,106) |
Accrued expenses | 52,603 |
Net cash used in operating activities | (568,554) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (104,796,260) |
Net cash used in investing activities | (104,796,260) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 102,700,335 |
Proceeds from sale of Private Units | 3,595,925 |
Advances from related party | 51,125 |
Repayment of advances - related party | (51,125) |
Payment of offering costs | (380,182) |
Net cash provided by financing activities | 105,916,078 |
Net Change in Cash | 551,264 |
Cash - Ending | 551,264 |
Non-Cash Investing and Financing Activities: | |
Initial classification of ordinary shares subject to possible redemption | 104,796,260 |
Deferred underwriting fee payable | 3,667,869 |
Offering costs paid by Sponsor in exchange for issuance of ordinary shares | $ 25,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 4 Months Ended |
Dec. 31, 2020 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Eucrates Biomedical Acquisition Corporation (the “Company”) is a blank check company incorporated in the British Virgin Islands on August 21, 2020. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combinations. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. At December 31, 2020, the Company had not yet commenced any operations. All activity through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate nonoperating 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 23, 2020. On October 27, 2020, the Company consummated the Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the ordinary shares included in the Units sold, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $100,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 350,000 units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to the Company’s sponsor, Eucrates LLC (the “Sponsor”), generating gross proceeds of $3,500,000. On November 20, 2020, the underwriters notified the Company of their intention to partially exercise their over-allotment option. As such, on November 24, 2020, the Company consummated the sale of an additional 479,626 Units, at $10.00 per Unit (see Note 4) and sold an additional 9,592 Private Units, at $10.00 per Private Unit (see Note 5), generating total gross proceeds of $4,892,185. Transaction costs amounted to $6,168,976 consisting of $2,095,925 of underwriting fees, $3,667,869 of deferred underwriting fees and $405,182 of other offering costs. Offering costs of $111,046 were charged to the statement of operations. Following the closing of the Initial Public Offering on October 27, 2020 and the partial exercise of the underwriters’ over-allotment exercise on November 24, 2020, an aggregate amount of $104,796,260 ($10.00 per Unit) from the net proceeds of the sale of the Units was placed in a trust account (the “Trust Account”) located in the United States and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less, 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, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, 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 sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The 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 the taxes payable on interest earned and less any interest earned thereon that is released for taxes) 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. In connection with a proposed Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against the proposed Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon or immediately prior to 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 the Company seeks shareholder approval of a Business Combination and it 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 under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $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 per-share amount to be distributed to shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. 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. The Sponsor has agreed (a) to vote its Founder Shares, the ordinary shares included in the Private Units (the “Private Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s 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 redeem any shares (including the Founder Shares) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to 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 Memorandum and Articles of Association relating to shareholders’ rights of 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 Sponsor 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 27, 2022 to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.00 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 (other than the Company’s independent auditors), 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID‑19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 4 Months Ended |
Dec. 31, 2020 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Amendment No. 1 The Company previously accounted for its outstanding Public Warrants (as defined in Note 5) and Private Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In Addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of share, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement. In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s ordinary shares. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s ordinary shares if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Warrants are not indexed to the Company’s ordinary shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in shareholders’ equity” criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate the treatment of the warrants (including on October 27, 2020 and December 31, 2020) and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The impact of the first restatement on the Company’s financial statements reported on Form 10-K is reflected in the table below. As As Previously Adjustments Restated Reported (Amendment No. 1) (Amendment No. 1) Balance sheet as of December 31, 2020 Warrant Liability $ — $ 6,623,910 $ 6,623,910 Ordinary Shares Subject to Possible Redemption 97,106,425 (6,623,913) 90,482,518 Ordinary Shares 5,141,784 4,782,695 9,924,479 Accumulated Deficit (141,775) (4,782,698) (4,942,473) Shareholders’ Equity 5,000,009 (3) 5,000,006 Statement of Operations for the Period from August 21, 2020 (inception) to December 31, 2020 Change in fair value of warrant liability $ — $ (4,671,652) $ (4,671,652) Transaction costs associated with Initial Public Offering — (111,046) (111,046) Net loss (141,775) (4,782,698) (4,942,473) Weighted average shares outstanding, Ordinary shares subject to possible redemption 9,724,327 (390,888) 9,333,519 Basic and diluted net income per share, Ordinary shares subject to possible redemption 0.00 — 0.00 Weighted average shares outstanding, Ordinary shares 2,993,800 198,457 3,192,257 Basic and diluted net loss per share, Ordinary shares (0.05) (1.50) (1.55) Cash Flow Statement for the Period from August 21, 2020 (inception) to December 31, 2020 Net loss $ (141,775) $ (4,782,698) $ (4,942,473) Change in fair value of warrant liability — (4,671,652) (4,671,652) Transaction costs associated with Initial Public Offering — (111,046) (111,046) Initial classification of Ordinary shares subject to possible redemption 97,106,425 (6,623,907) 90,482,518 Amendment No. 2 In connection with the preparation of the Company’s condensed financial statements as of September 30, 2021, management identified errors in its historical financial statements where, at the closing of the Company’s Initial Public Offering on October 27, 2020, the Company improperly valued and reported its ordinary shares subject to redemption. As such, the Company concluded it should restate its previously issued restated financial statements by amending Amendment No. 1 to its Annual Report on Form 10-K/A, filed with the SEC on July 15, 2021, as discussed above, to classify all ordinary shares subject to possible redemption in temporary equity. In accordance with ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company requires ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its ordinary shares in permanent equity, or total shareholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Also, in connection with the change in presentation for the ordinary shares subject to possible redemption, the Company also revised its earnings per share calculation to allocate income and losses shared pro rata between redeemable and non-redeemable ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both redeemable and non-redeemable shares share pro rata in the income and losses of the Company. As a result, the Company has restated its previously filed financial statements to present all redeemable ordinary shares as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. These financial statements restate the Company’s previously issued audited financial statements included in Form 10-K/A filed with the SEC on July 15, 2021 as of and for the period ended December 31, 2020. The quarterly periods ended March 31, 2021 and June 30, 2021 were restated in the Company’s Form 10-Q for the quarterly period ended September 30, 2021 filed with the SEC on November 22, 2021. See Note 3 and 8, which have been updated to reflect the restatement contained in this Annual Report. The impact of the second restatement on the Company’s financial statements is reflected in the table below. As Restated Adjustments Restated (Amendment No. 1) (Amendment No. 2) (Amendment No. 2) Balance sheet as of December 31, 2020 Ordinary Shares Subject to Possible Redemption 90,482,518 14,313,745 104,796,260 Ordinary Shares 9,924,479 (9,924,479) — Accumulated Deficit (4,942,473) (4,389,266) (9,313,739) Shareholders’ Equity (Deficit) 5,000,006 (14,313,742) (9,313,736) Statement of Operations for the Period from August 21, 2020 (inception) to December 31, 2020 Weighted average shares outstanding, Redeemable ordinary shares 9,333,519 (4,116,752) 5,216,767 Basic and diluted net income per share, Redeemable ordinary shares 0.00 (0.62) (0.62) Weighted average shares outstanding, Non-redeemable ordinary shares 3,192,257 (477,089) 2,715,168 Basic and diluted net loss per share, Non-redeemable ordinary shares (1.55) 0.93 (0.62) Statement of Changes in Shareholders’ Equity (Deficit) for the Period from August 21, 2020 to December 31, 2020 Sale of 10,479,626 Units, net of underwriting discount and offering expenses $ 96,851,997 $ (96,851,997) $ — Ordinary shares subject to redemption (90,482,518) 90,482,518 — Accretion for Ordinary Shares to Redemption Amount — (7,944,263) (7,944,263) Total Shareholders’ Equity (Deficit) 5,000,006 (14,313,742) (9,313,736) Cash Flow Statement for the Period from August 21, 2020 (inception) to December 31, 2020 Initial classification of Ordinary shares subject to possible redemption 90,482,518 14,313,742 104,796,260 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 4 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. 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 confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Offering Costs (Restated, see Note 2) The Company complies with the requirement of Accounting Standard Codification (ASC) 340-10-S99-1. Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the ordinary shares issued were initially charged to temporary equity and then accreted to ordinary shares subject to redemption upon the completion of the Initial Public Offering. Offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $6,057,930 were charged to temporary equity upon the completion of the Initial Public Offering and the partial exercise of the underwriters’ over-allotment and $111,046 of the offering costs were related to the warrant liabilities and charged to the statement of operations. Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds, which primarily invest in U.S. Treasury securities. The Company accounts for its securities held in the trust account in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 320 “Debt and Equity Securities.” These securities are classified as trading securities with unrealized gains/losses, if any, recognized through the statement of operations. Warrant Liability (Restated, see Note 2) The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. Ordinary Shares Subject to Possible Redemption (Restated, see Note 2) The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in 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 December 31, 2020, ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2020, the ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 104,796,260 Less: Proceeds allocated to Public Warrants $ (1,886,333) Class A ordinary shares issuance costs $ (6,057,930) Plus: Accretion of carrying value to redemption value $ 7,944,263 Ordinary shares subject to possible redemption $ 104,796,260 Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the British Virgin Islands is the Company’s 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 December 31, 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 since inception. 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 British Virgin 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 British Virgin Islands or the United States. Net Income (Loss) Per Ordinary Share (Restated, see Note 2) The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Income and losses are shared pro rata between the redeemable and non-redeemable ordinary shares. 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 359,592 units in the calculation of diluted income per share, since the exercise of the warrants is contingent on future events. In connection with the change in presentation for the ordinary shares subject to possible redemption, the Company also revised its earnings per share calculation to allocate net income (loss) pro rata to redeemable and non-redeemable ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both the redeemable and non-redeemable ordinary shares share pro rata in the income (loss) of the Company. Accretion associated with the redeemable shares of ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For The Period From August 21, 2020 (inception) through December 31, 2020 Redeemable Non-redeemable Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (3,238,785) $ (1,685,688) Denominator: Basic and diluted weighted average ordinary shares outstanding 5,216,767 2,715,168 Basic and diluted net loss per ordinary share $ (0.62) $ (0.62) As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s ordinary 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 has not experienced losses on this account and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature, excluding the Warrant liability (see Note 10). Fair Value Measurements (Restated, see Note 2 ) 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: 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 financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2020 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 4 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering and the underwriters’ partial exercise of their over-allotment option, the Company sold 10,479,626 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each whole 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 | 4 Months Ended |
Dec. 31, 2020 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 5 — PRIVATE PLACEMENT Simultaneously with the closings of the Initial Public Offering and the underwriters’ partial exercise of their over-allotment option, the Sponsor purchased an aggregate of 359,592 Private Units at a price of $10.00 per Private Unit, or $3,595,925. The Private Units are identical to the Units sold in the Initial Public Offering, except for the private warrants (“Private Warrants”), as described in Note 9. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 4 Months Ended |
Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 6 — RELATED PARTY TRANSACTIONS Founder Shares In August 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 2,875,000 of the Company’s ordinary shares (the “Founder Shares”). The Founder Shares include an aggregate of up to 375,000 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 Sponsor will collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering and excluding the Private Units and underlying securities). As a result of the underwriters’ election to partially exercise their over-allotment option on November 24, 2020, a total of 119,906 Founder Shares are no longer subject to forfeiture and 255,094 Founder Shares were forfeited, resulting in 2,619,906 Founder Shares issued and outstanding. The Sponsor has agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until the earlier of (A) one year after the completion of a Business Combination or (B) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30‑trading day period commencing 150 days after a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock 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. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into additional Private Units at a price of $10.00 per Unit. In the event that a Business Combination does not close, the Company may use a portion of 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. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 4 Months Ended |
Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 — COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on October 23, 2020, the holders of the Founder Shares, Private Units (and their underlying securities) and any Units that may be issued upon conversion of the Working Capital Loans (and underlying securities) will be entitled to registration rights. The holders of 25% of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $3,667,869 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
SHAREHOLDER'S EQUITY
SHAREHOLDER'S EQUITY | 4 Months Ended |
Dec. 31, 2020 | |
SHAREHOLDER'S EQUITY | |
SHAREHOLDER'S EQUITY | NOTE 8 — SHAREHOLDER’S EQUITY Preferred Shares — The Company is authorized to issue an unlimited number of no par value preferred shares, divided into five classes, Class A through Class E, each with such designation, rights and preferences as may be determined by a resolution of the Company’s board of directors to amend the Memorandum and Articles of Association to create such designations, rights and preferences. The Company has five classes of preferred shares to give the Company flexibility as to the terms on which each Class is issued. All shares of a single class must be issued with the same rights and obligations. At December 31, 2020, there are no preferred shares designated, issued or outstanding. Ordinary Shares (Restated, see Note 2) — The Company is authorized to issue an unlimited number of no par value ordinary shares. Holders of the Company’s ordinary shares are entitled to one vote for each share. At December 31, 2020, there were 10,479,626 shares of ordinary shares issued and outstanding, which are subject to possible redemption, so that the Sponsor will own 20% of the issued and outstanding shares after the Initial Public Offering (excluding the Private Units and assuming the Sponsor did not purchase any Units in the Initial Public Offering). |
WARRANTS
WARRANTS | 4 Months Ended |
Dec. 31, 2020 | |
WARRANTS | |
WARRANTS | NOTE 9 — WARRANTS Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the effective date of the closing of the Initial Public Offering. The Company will not be obligated to deliver any ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those ordinary shares is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that it will use its commercially reasonable efforts to file with the SEC and within 90 days following a Business Combination to have declared effective a registration statement covering the issuance of the ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those ordinary shares until the warrants expire or are redeemed. Notwithstanding the above, if the ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per share of the ordinary shares equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Warrants): · in whole and not in part; · at a price of $0.01 per warrant; · upon a minimum of 30 days’ prior written notice of redemption, or the 30‑day redemption period, to each warrant holder; and · if, and only if, the last reported sale price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30‑trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of the ordinary shares equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Warrants): · in whole and not in part; · at a price of $0.10 per warrant provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares of ordinary shares based on the redemption date and the fair market value of the ordinary shares except as otherwise described below; · upon a minimum of 30 days’ prior written notice of redemption; · if, and only if, the last reported sale price of the ordinary shares equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and · if, and only if, there is an effective registration statement covering the issuance of the ordinary shares issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30‑day period after written notice of redemption is given. 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 stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described above, the warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. 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 respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares or equity-linked securities for capital raising purposes in connection with the closing of an initial 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 or their affiliates, without taking into account any Founder Shares held by the Sponsor or their affiliates, as applicable, prior to such issuance) (the “newly issued price”), (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 completion of a business combination (net of redemptions), and (z) the volume weighted average trading price of our shares during the 20 trading day period starting on the trading day prior to the day on which we complete our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the newly issued price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the newly issued price. The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 4 Months Ended |
Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 10 — FAIR VALUE MEASUREMENTS (Restated, see Note 2) At December 31, 2020, assets held in the Trust Account were comprised of $104,805,536 in money market funds which are invested primarily in U.S. Treasury securities. During the year ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account. December 31, Description Level 2020 Assets: Cash and marketable securities held in Trust Account 1 $ 104,805,536 Liabilities: Warrant Liability – Public Warrants 2 Warrant Liability – Private Placement Warrants 3 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations. Initial Measurement The Company established the initial fair value for the Warrants on October 27, 2020, the date of the Company’s Initial Public Offering, using a binomial lattice model for the Private Placement Warrants and the Public Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of common shares and one-third of one Public Warrant), (ii) the sale of Private Placement Warrants. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the binomial lattice simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement: October 27, 2020 (Initial Input Measurement) Risk-free interest rate 0.38 % Effective expiration date 3/12/2026 One-touch hurdle $ 18.10 Dividend yield 0.00 % Expected volatility 11.60 % Exercise price $ 11.50 Ordinary share $ 10.00 On October 27, 2020, the Private Warrants and Public Warrants were determined to be $0.55 and $0.54 per warrant for aggregate values of $0.06 million and $1.80 million, respectively. Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 31, 2020 is classified as Level 2, as fair value is calculated as the difference between the closing quoted market price of the units less the closing quoted market price of the ordinary shares at December 31, 2020. The Public Warrants did not begin trading on a stand-alone basis until January, 2021. The key inputs into the binomial lattice simulation model for the Private Placement Warrants were as follows at December 31, 2020: Input December 31, Risk-free interest rate 0.39 % Effective expiration date 3/12/2026 Dividend yield 0.00 % Expected volatility 26.1 % Exercise price $ 11.50 Ordinary share $ 10.05 As of December 31, 2020, the aggregate values of the Private Placement Warrants and Public Warrants were $231,338 and $6,392,572, respectively. The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of October 27, 2020 $ — $ — $ — Initial measurement on October 27, 2020 (IPO) 64,167 1,800,000 1,864,167 Initial measurement on November 24, 2020 (Over allotment) 1,758 86,333 88,091 Change in valuation inputs or other assumptions 165,413 4,506,239 4,671,652 Fair value as of December 31, 2020 $ 231,338 $ 6,392,572 $ 6,623,910 Since the fair value of the Public Warrants was measured using Level 2 inputs at December 31, 2021 as discussed above, the Company had transfers out of Level 3 totaling approximately $6.4 million during the period from initial measurement through December 31, 2020. Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 4 Months Ended |
Dec. 31, 2020 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 11 — 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 that would have required adjustment or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 4 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. 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 confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. |
Offering Costs | Offering Costs (Restated, see Note 2) The Company complies with the requirement of Accounting Standard Codification (ASC) 340-10-S99-1. Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the ordinary shares issued were initially charged to temporary equity and then accreted to ordinary shares subject to redemption upon the completion of the Initial Public Offering. Offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $6,057,930 were charged to temporary equity upon the completion of the Initial Public Offering and the partial exercise of the underwriters’ over-allotment and $111,046 of the offering costs were related to the warrant liabilities and charged to the statement of operations. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds, which primarily invest in U.S. Treasury securities. The Company accounts for its securities held in the trust account in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 320 “Debt and Equity Securities.” These securities are classified as trading securities with unrealized gains/losses, if any, recognized through the statement of operations. |
Warrant Liability | Warrant Liability (Restated, see Note 2) The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption (Restated, see Note 2) The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in 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 December 31, 2020, ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2020, the ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 104,796,260 Less: Proceeds allocated to Public Warrants $ (1,886,333) Class A ordinary shares issuance costs $ (6,057,930) Plus: Accretion of carrying value to redemption value $ 7,944,263 Ordinary shares subject to possible redemption $ 104,796,260 |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the British Virgin Islands is the Company’s 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 December 31, 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 since inception. 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 British Virgin 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 British Virgin Islands or the United States. |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share (Restated, see Note 2) The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Income and losses are shared pro rata between the redeemable and non-redeemable ordinary shares. 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 359,592 units in the calculation of diluted income per share, since the exercise of the warrants is contingent on future events. In connection with the change in presentation for the ordinary shares subject to possible redemption, the Company also revised its earnings per share calculation to allocate net income (loss) pro rata to redeemable and non-redeemable ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both the redeemable and non-redeemable ordinary shares share pro rata in the income (loss) of the Company. Accretion associated with the redeemable shares of ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For The Period From August 21, 2020 (inception) through December 31, 2020 Redeemable Non-redeemable Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (3,238,785) $ (1,685,688) Denominator: Basic and diluted weighted average ordinary shares outstanding 5,216,767 2,715,168 Basic and diluted net loss per ordinary share $ (0.62) $ (0.62) As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s ordinary 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 has not experienced losses on this account and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature, excluding the Warrant liability (see Note 10). Fair Value Measurements (Restated, see Note 2 ) 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: |
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 financial statements. |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 4 Months Ended |
Dec. 31, 2020 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | |
Summarize the effect of the restatement on each financial statement | As As Previously Adjustments Restated Reported (Amendment No. 1) (Amendment No. 1) Balance sheet as of December 31, 2020 Warrant Liability $ — $ 6,623,910 $ 6,623,910 Ordinary Shares Subject to Possible Redemption 97,106,425 (6,623,913) 90,482,518 Ordinary Shares 5,141,784 4,782,695 9,924,479 Accumulated Deficit (141,775) (4,782,698) (4,942,473) Shareholders’ Equity 5,000,009 (3) 5,000,006 Statement of Operations for the Period from August 21, 2020 (inception) to December 31, 2020 Change in fair value of warrant liability $ — $ (4,671,652) $ (4,671,652) Transaction costs associated with Initial Public Offering — (111,046) (111,046) Net loss (141,775) (4,782,698) (4,942,473) Weighted average shares outstanding, Ordinary shares subject to possible redemption 9,724,327 (390,888) 9,333,519 Basic and diluted net income per share, Ordinary shares subject to possible redemption 0.00 — 0.00 Weighted average shares outstanding, Ordinary shares 2,993,800 198,457 3,192,257 Basic and diluted net loss per share, Ordinary shares (0.05) (1.50) (1.55) Cash Flow Statement for the Period from August 21, 2020 (inception) to December 31, 2020 Net loss $ (141,775) $ (4,782,698) $ (4,942,473) Change in fair value of warrant liability — (4,671,652) (4,671,652) Transaction costs associated with Initial Public Offering — (111,046) (111,046) Initial classification of Ordinary shares subject to possible redemption 97,106,425 (6,623,907) 90,482,518 As Restated Adjustments Restated (Amendment No. 1) (Amendment No. 2) (Amendment No. 2) Balance sheet as of December 31, 2020 Ordinary Shares Subject to Possible Redemption 90,482,518 14,313,745 104,796,260 Ordinary Shares 9,924,479 (9,924,479) — Accumulated Deficit (4,942,473) (4,389,266) (9,313,739) Shareholders’ Equity (Deficit) 5,000,006 (14,313,742) (9,313,736) Statement of Operations for the Period from August 21, 2020 (inception) to December 31, 2020 Weighted average shares outstanding, Redeemable ordinary shares 9,333,519 (4,116,752) 5,216,767 Basic and diluted net income per share, Redeemable ordinary shares 0.00 (0.62) (0.62) Weighted average shares outstanding, Non-redeemable ordinary shares 3,192,257 (477,089) 2,715,168 Basic and diluted net loss per share, Non-redeemable ordinary shares (1.55) 0.93 (0.62) Statement of Changes in Shareholders’ Equity (Deficit) for the Period from August 21, 2020 to December 31, 2020 Sale of 10,479,626 Units, net of underwriting discount and offering expenses $ 96,851,997 $ (96,851,997) $ — Ordinary shares subject to redemption (90,482,518) 90,482,518 — Accretion for Ordinary Shares to Redemption Amount — (7,944,263) (7,944,263) Total Shareholders’ Equity (Deficit) 5,000,006 (14,313,742) (9,313,736) Cash Flow Statement for the Period from August 21, 2020 (inception) to December 31, 2020 Initial classification of Ordinary shares subject to possible redemption 90,482,518 14,313,742 104,796,260 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 4 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Summary of reconciliation of ordinary shares reflected in the condensed balance sheets | Gross proceeds $ 104,796,260 Less: Proceeds allocated to Public Warrants $ (1,886,333) Class A ordinary shares issuance costs $ (6,057,930) Plus: Accretion of carrying value to redemption value $ 7,944,263 Ordinary shares subject to possible redemption $ 104,796,260 |
Schedule of calculation of basic and diluted net income (loss) per ordinary share | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For The Period From August 21, 2020 (inception) through December 31, 2020 Redeemable Non-redeemable Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (3,238,785) $ (1,685,688) Denominator: Basic and diluted weighted average ordinary shares outstanding 5,216,767 2,715,168 Basic and diluted net loss per ordinary share $ (0.62) $ (0.62) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 4 Months Ended |
Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS | |
Schedule of company's assets that are measured at fair value on a recurring basis | December 31, Description Level 2020 Assets: Cash and marketable securities held in Trust Account 1 $ 104,805,536 Liabilities: Warrant Liability – Public Warrants 2 Warrant Liability – Private Placement Warrants 3 |
Summary of valuation of warrants using modified Black-Scholes option pricing model and the following assumptions | October 27, 2020 (Initial Input Measurement) Risk-free interest rate 0.38 % Effective expiration date 3/12/2026 One-touch hurdle $ 18.10 Dividend yield 0.00 % Expected volatility 11.60 % Exercise price $ 11.50 Ordinary share $ 10.00 Input December 31, Risk-free interest rate 0.39 % Effective expiration date 3/12/2026 Dividend yield 0.00 % Expected volatility 26.1 % Exercise price $ 11.50 Ordinary share $ 10.05 |
Schedule of changes in the fair value of warrant liabilities | Private Placement Public Warrant Liabilities Fair value as of October 27, 2020 $ — $ — $ — Initial measurement on October 27, 2020 (IPO) 64,167 1,800,000 1,864,167 Initial measurement on November 24, 2020 (Over allotment) 1,758 86,333 88,091 Change in valuation inputs or other assumptions 165,413 4,506,239 4,671,652 Fair value as of December 31, 2020 $ 231,338 $ 6,392,572 $ 6,623,910 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($) | Nov. 24, 2020 | Nov. 20, 2020 | Oct. 27, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||
Gross Proceeds from sale of units | $ 102,700,335 | |||
Sale of Private Units (in shares) | 359,592 | |||
Gross proceeds from issuance of Private Units | $ 3,595,925 | |||
Exercise price of warrants | $ 9.20 | |||
Transaction Costs | $ 6,168,976 | |||
Investment Maturity Period | 180 days | |||
Cash underwriting fees | 2,095,925 | |||
Deferred underwriting fees | 3,667,869 | |||
Other offering costs | 405,182 | |||
Cash held outside the Trust Account | $ 111,046 | |||
Threshold minimum aggregate fair market value as a percentage of the assts held in the Trust Account | 80.00% | |||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50.00% | |||
Minimum net tangible assets upon consummation of the Business Combination | $ 5,000,001 | |||
Redemption threshold as percent of outstanding | 15.00% | |||
Days for redemption of public shares | 5 days | |||
Obligation to redeem public shares if entity does not complete a business combination (as a percent) | 100.00% | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 10,479,626 | |||
Price per unit | $ 10 | |||
Gross Proceeds from sale of units | $ 100,000,000 | |||
Exercise price of warrants | $ 11.50 | |||
Transaction Costs | $ 6,057,930 | |||
Initial Public Offering | Class A common stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 10,000,000 | |||
Over-allotment | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 104,796,260 | 479,626 | ||
Price per unit | $ 10 | $ 10 | ||
Sale of Private Units (in shares) | 9,592 | |||
Price per Private Unit | $ 10 | |||
Gross proceeds from issuance of Private Units | $ 4,892,185 | |||
Private Placement | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 350,000 | |||
Gross Proceeds from sale of units | $ 3,500,000 | |||
Sale of Private Units (in shares) | 359,592 | |||
Price per Private Unit | $ 10 | |||
Gross proceeds from issuance of Private Units | $ 3,595,925 |
RESTATEMENT OF PREVIOUSLY ISS_3
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($) | 4 Months Ended | |
Dec. 31, 2020 | Aug. 20, 2020 | |
BALANCE SHEET | ||
Accumulated Deficit | $ (9,313,736) | |
Total Shareholders' Equity (Deficit) | (9,313,736) | $ 0 |
Statement of Operations | ||
Change in fair value of warrant liability | (4,671,652) | |
Transaction costs incurred in connection with warrant liability | (111,046) | |
Net loss | $ (4,924,473) | |
Weighted average shares outstanding, Ordinary shares subject to possible redemption | 5,216,767 | |
Basic and diluted net income per share | $ (0.62) | |
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares | 2,715,168 | |
Basic and diluted net loss per share, Ordinary shares | $ (0.62) | |
Statement of Changes in Shareholders' Equity (Deficit) | ||
Accretion for Ordinary Shares to Redemption Amount | $ (7,944,263) | |
Total Shareholders' Equity (Deficit) | (9,313,736) | $ 0 |
Cash Flow Statement | ||
Net loss | (4,924,473) | |
Change in fair value of warrant liability | (4,671,652) | |
Transaction costs incurred in connection with warrant liability | (111,046) | |
Initial classification of Ordinary shares subject to possible redemption | $ 104,796,260 | |
Percentage of outstanding shares | 50.00% | |
Minimum net tangible assets | $ 5,000,001 | |
Restatement of redeemable common stock as temporary equity | ||
BALANCE SHEET | ||
Ordinary Shares Subject to Possible Redemption | 104,796,260 | |
Accumulated Deficit | (9,313,739) | |
Total Shareholders' Equity (Deficit) | $ (9,313,736) | |
Statement of Operations | ||
Weighted average shares outstanding, Ordinary shares subject to possible redemption | 5,216,767 | |
Basic and diluted net income per share | $ (0.62) | |
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares | 2,715,168 | |
Basic and diluted net loss per share, Ordinary shares | $ (0.62) | |
Statement of Changes in Shareholders' Equity (Deficit) | ||
Accretion for Ordinary Shares to Redemption Amount | $ (7,944,263) | |
Total Shareholders' Equity (Deficit) | (9,313,736) | |
Cash Flow Statement | ||
Initial classification of Ordinary shares subject to possible redemption | $ 104,796,260 | |
Number of units issued | 10,479,626 | |
As Restated | ||
BALANCE SHEET | ||
Warrant Liability | $ 6,623,910 | |
Ordinary Shares Subject to Possible Redemption | 90,482,518 | |
Ordinary Shares | 9,924,479 | |
Accumulated Deficit | (4,942,473) | |
Total Shareholders' Equity (Deficit) | 5,000,006 | |
Statement of Operations | ||
Change in fair value of warrant liability | (4,671,652) | |
Transaction costs incurred in connection with warrant liability | (111,046) | |
Net loss | $ (4,942,473) | |
Weighted average shares outstanding, Ordinary shares subject to possible redemption | 9,333,519 | |
Basic and diluted net income per share | $ 0 | |
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares | 3,192,257 | |
Basic and diluted net loss per share, Ordinary shares | $ (1.55) | |
Statement of Changes in Shareholders' Equity (Deficit) | ||
Total Shareholders' Equity (Deficit) | $ 5,000,006 | |
Cash Flow Statement | ||
Net loss | (4,942,473) | |
Change in fair value of warrant liability | (4,671,652) | |
Transaction costs incurred in connection with warrant liability | (111,046) | |
Initial classification of Ordinary shares subject to possible redemption | 90,482,518 | |
As Previously Reported | ||
BALANCE SHEET | ||
Ordinary Shares Subject to Possible Redemption | 97,106,425 | |
Ordinary Shares | 5,141,784 | |
Accumulated Deficit | (141,775) | |
Total Shareholders' Equity (Deficit) | 5,000,009 | |
Statement of Operations | ||
Net loss | $ (141,775) | |
Weighted average shares outstanding, Ordinary shares subject to possible redemption | 9,724,327 | |
Basic and diluted net income per share | $ 0 | |
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares | 2,993,800 | |
Basic and diluted net loss per share, Ordinary shares | $ (0.05) | |
Statement of Changes in Shareholders' Equity (Deficit) | ||
Total Shareholders' Equity (Deficit) | $ 5,000,009 | |
Cash Flow Statement | ||
Net loss | (141,775) | |
Initial classification of Ordinary shares subject to possible redemption | 97,106,425 | |
As Previously Reported | Restatement of redeemable common stock as temporary equity | ||
BALANCE SHEET | ||
Ordinary Shares Subject to Possible Redemption | 90,482,518 | |
Ordinary Shares | 9,924,479 | |
Accumulated Deficit | (4,942,473) | |
Total Shareholders' Equity (Deficit) | $ 5,000,006 | |
Statement of Operations | ||
Weighted average shares outstanding, Ordinary shares subject to possible redemption | 9,333,519 | |
Basic and diluted net income per share | $ 0 | |
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares | 3,192,257 | |
Basic and diluted net loss per share, Ordinary shares | $ (1.55) | |
Statement of Changes in Shareholders' Equity (Deficit) | ||
Sale of 10,479,626 Units, net of underwriting discount and offering expenses | $ 96,851,997 | |
Ordinary shares subject to redemption | (90,482,518) | |
Total Shareholders' Equity (Deficit) | 5,000,006 | |
Cash Flow Statement | ||
Initial classification of Ordinary shares subject to possible redemption | 90,482,518 | |
Adjustments | ||
BALANCE SHEET | ||
Warrant Liability | 6,623,910 | |
Ordinary Shares Subject to Possible Redemption | (6,623,913) | |
Ordinary Shares | 4,782,695 | |
Accumulated Deficit | (4,782,698) | |
Total Shareholders' Equity (Deficit) | (3) | |
Statement of Operations | ||
Change in fair value of warrant liability | (4,671,652) | |
Transaction costs incurred in connection with warrant liability | (111,046) | |
Net loss | $ (4,782,698) | |
Weighted average shares outstanding, Ordinary shares subject to possible redemption | (390,888) | |
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares | 198,457 | |
Basic and diluted net loss per share, Ordinary shares | $ (1.50) | |
Statement of Changes in Shareholders' Equity (Deficit) | ||
Total Shareholders' Equity (Deficit) | $ (3) | |
Cash Flow Statement | ||
Net loss | (4,782,698) | |
Change in fair value of warrant liability | (4,671,652) | |
Transaction costs incurred in connection with warrant liability | (111,046) | |
Initial classification of Ordinary shares subject to possible redemption | (6,623,907) | |
Adjustments | Restatement of redeemable common stock as temporary equity | ||
BALANCE SHEET | ||
Ordinary Shares Subject to Possible Redemption | 14,313,745 | |
Ordinary Shares | (9,924,479) | |
Accumulated Deficit | (4,389,266) | |
Total Shareholders' Equity (Deficit) | $ (14,313,742) | |
Statement of Operations | ||
Weighted average shares outstanding, Ordinary shares subject to possible redemption | (4,116,752) | |
Basic and diluted net income per share | $ (0.62) | |
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares | (477,089) | |
Basic and diluted net loss per share, Ordinary shares | $ 0.93 | |
Statement of Changes in Shareholders' Equity (Deficit) | ||
Sale of 10,479,626 Units, net of underwriting discount and offering expenses | $ (96,851,997) | |
Ordinary shares subject to redemption | 90,482,518 | |
Accretion for Ordinary Shares to Redemption Amount | (7,944,263) | |
Total Shareholders' Equity (Deficit) | (14,313,742) | |
Cash Flow Statement | ||
Initial classification of Ordinary shares subject to possible redemption | $ 14,313,742 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 4 Months Ended |
Dec. 31, 2020USD ($)shares | |
Subsidiary, Sale of Stock [Line Items] | |
Offering costs | $ 6,168,976 |
Unrecognized Tax Benefits | 0 |
Unrecognized tax benefits accrued for interest and penalties | 0 |
Cash, FDIC insured amount | $ 250,000 |
Anti-dilutive warrants | shares | 359,592 |
Number of non-redeemable securities that are dilutive to the Company's ordinary shareholders | shares | 0 |
Warrant liabilities | |
Subsidiary, Sale of Stock [Line Items] | |
Offering costs | $ 111,046 |
Initial Public Offering | |
Subsidiary, Sale of Stock [Line Items] | |
Offering costs | $ 6,057,930 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of reconciliation of ordinary shares reflected on the balance sheet (Details) | 4 Months Ended |
Dec. 31, 2020USD ($) | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Gross proceeds | $ 104,796,260 |
Proceeds allocated to Public Warrants | (1,886,333) |
Class A ordinary shares issuance costs | (6,057,930) |
Accretion of carrying value to redemption value | 7,944,263 |
Ordinary shares subject to possible redemption | $ 104,796,260 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of basic and diluted net income (loss) per ordinary share (Details) | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Numerator: Earnings allocable to Ordinary shares subject to possible redemption | |
Allocation of net loss | $ | $ (3,238,785) |
Denominator: Weighted Average Ordinary shares subject to possible redemption | |
Basic and diluted weighted average shares outstanding, Redeemable ordinary shares | shares | 5,216,767 |
Basic and diluted net loss per share, Redeemable ordinary shares | $ / shares | $ (0.62) |
Numerator: Net Loss minus Net Earnings | |
Allocation of net loss | $ | $ (1,685,688) |
Denominator: Weighted Average Non-Redeemable Ordinary Shares | |
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares | shares | 2,715,168 |
Basic and diluted net loss per share, Non-redeemable ordinary shares | $ / shares | $ (0.62) |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - $ / shares | Oct. 27, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants in a unit | 0.33 | |
Exercise price of warrants | $ 9.20 | |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 10,479,626 | |
Price per unit | $ 10 | |
Number of shares in a unit | 1 | |
Shares issuable per warrant | 1 | |
Exercise price of warrants | $ 11.50 | |
Initial Public Offering | Class A common stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 10,000,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Nov. 20, 2020 | Oct. 27, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Units (in shares) | 359,592 | ||
Gross proceeds from issuance of Private Units | $ 3,595,925 | ||
Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Units (in shares) | 359,592 | ||
Price per Private Unit | $ 10 | ||
Gross proceeds from issuance of Private Units | $ 3,595,925 | ||
Over-allotment | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Units (in shares) | 9,592 | ||
Price per Private Unit | $ 10 | ||
Gross proceeds from issuance of Private Units | $ 4,892,185 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($) | Nov. 24, 2020 | Aug. 31, 2020 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent) | 20.00% | ||
Number of shares issued | 10,479,626 | ||
Number of shares outstanding | 4,411,674 | ||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 1 year | ||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 30 days | ||
Threshold Period After Business Combination In Which Specified Trading Days Within Any Specified Trading Day Period Commences | 30 days | ||
Minimum | |||
Related Party Transaction [Line Items] | |||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 20 days | ||
Threshold Period After Business Combination In Which Specified Trading Days Within Any Specified Trading Day Period Commences | 20 days | ||
Over-allotment | |||
Related Party Transaction [Line Items] | |||
Shares not subject to forfeiture | 119,906 | ||
Number of shares forfeited | 255,094 | ||
Number of shares issued | 2,619,906 | ||
Number of shares outstanding | 2,619,906 | ||
Sponsor | |||
Related Party Transaction [Line Items] | |||
Consideration received | $ 25,000 | ||
Shares issued | 2,875,000 | ||
Shares subject to forfeiture | 375,000 | ||
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent) | 20.00% | ||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12.50 | ||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||
Threshold Period After Business Combination In Which Specified Trading Days Within Any Specified Trading Day Period Commences | 150 days |
RELATED PARTY TRANSACTIONS - Re
RELATED PARTY TRANSACTIONS - Related Party Loans (Details) - Related Party Loans | Dec. 31, 2020USD ($)$ / shares |
Related Party Transaction [Line Items] | |
Notes convertible into additional private units | $ | $ 1,500,000 |
Price per unit | $ / shares | $ 10 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Oct. 23, 2020item | Dec. 31, 2020USD ($)$ / shares | Nov. 24, 2020$ / shares | Nov. 20, 2020$ / shares |
Commitments And Contingencies [Line Items] | ||||
Percentage of holders of securities who are entitled to make up to three demands | 25.00% | |||
Deferred fee per unit | $ 0.35 | |||
Deferred underwriting fees | $ | $ 3,667,869 | |||
Maximum number of demands for registration of securities | item | 3 | |||
Over-allotment | ||||
Commitments And Contingencies [Line Items] | ||||
Share price per share | $ 10 | $ 10 |
SHAREHOLDER'S EQUITY - Preferre
SHAREHOLDER'S EQUITY - Preferred Stock Shares (Details) | 4 Months Ended |
Dec. 31, 2020item$ / sharesshares | |
SHAREHOLDER'S EQUITY | |
Preferred stock, shares authorized, unlimited | Unlimited |
Preferred shares, par value | $ / shares | $ 0 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Number of classes of preferred shares | item | 5 |
SHAREHOLDER'S EQUITY - Common S
SHAREHOLDER'S EQUITY - Common Stock Shares (Details) - $ / shares | Nov. 24, 2020 | Dec. 31, 2020 | Aug. 31, 2020 |
Class of Stock [Line Items] | |||
Common stock, shares authorized, unlimited | Unlimited | ||
Common stock, par value | $ 0 | ||
Common Stock, voting Rights | one | ||
Ordinary shares subject to possible redemption, shares outstanding | 10,479,626 | ||
Common stock, shares issued | 10,479,626 | ||
Common stock, shares outstanding | 4,411,674 | ||
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent) | 20.00% | ||
Sponsor | |||
Class of Stock [Line Items] | |||
Forfeiture of Founder Shares | 375,000 | ||
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent) | 20.00% | ||
Over-allotment | |||
Class of Stock [Line Items] | |||
Shares not subject to forfeiture | 119,906 | ||
Number of shares forfeited | 255,094 | ||
Common stock, shares issued | 2,619,906 | ||
Common stock, shares outstanding | 2,619,906 |
WARRANTS (Details)
WARRANTS (Details) | 4 Months Ended | |
Dec. 31, 2020D$ / shares | Oct. 27, 2020$ / shares | |
Class of Warrant or Right [Line Items] | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Threshold consecutive trading days for redemption of public warrants | D | 20 | |
Exercise price of warrants | $ 9.20 | |
Percentage of gross proceeds on total equity proceeds | 60.00% | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Public Warrants exercisable term after the completion of a business combination | 30 days | |
Public Warrants exercisable term from the closing of the initial public offering | 12 months | |
Threshold period for filling registration statement after business combination | 90 days | |
Exercise price of warrants | $ 0.54 | |
Public Warrants | Redemption of warrants when the price per share of the ordinary shares equals or exceeds $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold business days before sending notice of redemption to warrant holders | 30 days | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | |
Adjustment of redemption price of stock based on market value and newly issued price 1 (as a percent) | 180.00% | |
Public Warrants | Redemption of warrants when the price per share of the ordinary shares equals or exceeds $10.00 | ||
Class of Warrant or Right [Line Items] | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | |
Redemption price per public warrant (in dollars per share) | $ 0.10 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | D | 30 | |
Maximum | ||
Class of Warrant or Right [Line Items] | ||
Share price per share | $ 9.20 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | Dec. 31, 2020USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in Trust Account - U.S. Treasury Securities Money Market Fund, Carrying value | $ 104,805,536 |
Liabilities: | |
Warrant Liability | 6,623,910 |
Level 1 | Recurring | |
Assets: | |
Cash and marketable securities held in Trust Account | 104,805,536 |
Level 1 | Recurring | Public Warrants | |
Liabilities: | |
Warrant Liability | 6,392,572 |
Level 3 | Recurring | Private Placement Warrants | |
Liabilities: | |
Warrant Liability | $ 231,338 |
FAIR VALUE MEASUREMENTS - Initi
FAIR VALUE MEASUREMENTS - Initial Measurement (Details) | Oct. 27, 2020USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of the warrant | $ 9.20 | |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.38 | 0.39 |
One-touch hurdle | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 18.10 | |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0 | 0 |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 11.60 | 26.1 |
Exercise price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 11.50 | 11.50 |
Ordinary share | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 10 | 10.05 |
Private Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of the warrant | $ 0.55 | |
Aggregate value of warrants | $ | $ 60,000 | |
Public Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of the warrant | $ 0.54 | |
Aggregate value of warrants | $ | $ 1,800,000 | $ 6,392,572 |
FAIR VALUE MEASUREMENTS - Subse
FAIR VALUE MEASUREMENTS - Subsequent Measurement (Details) - USD ($) | Oct. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2020 |
Changes in the fair value | |||
Fair value as of October 27, 2020 | $ 0 | ||
Initial measurement on October 27, 2020 (IPO) | $ 1,864,167 | ||
Initial measurement on November 24, 2020 (Over allotment) | 88,091 | ||
Change in valuation inputs or other assumptions | 4,671,652 | ||
Fair value as of December 31, 2020 | 6,623,910 | $ 6,623,910 | |
Public Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Aggregate value of warrants | 1,800,000 | 6,392,572 | |
Changes in the fair value | |||
Fair value as of October 27, 2020 | 0 | ||
Initial measurement on October 27, 2020 (IPO) | 1,800,000 | ||
Initial measurement on November 24, 2020 (Over allotment) | 86,333 | ||
Change in valuation inputs or other assumptions | 4,506,239 | ||
Fair value as of December 31, 2020 | 6,392,572 | 6,392,572 | |
Private Placement Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Aggregate value of warrants | 231,338 | ||
Changes in the fair value | |||
Fair value as of October 27, 2020 | $ 0 | ||
Initial measurement on October 27, 2020 (IPO) | 64,167 | ||
Initial measurement on November 24, 2020 (Over allotment) | 1,758 | ||
Change in valuation inputs or other assumptions | 165,413 | ||
Fair value as of December 31, 2020 | $ 231,338 | 231,338 | |
Level 3 | |||
Changes in the fair value | |||
Fair value assets transfers in and out of level 3 | 6,400,000 | ||
Level 3 | Private Placement Warrants | |||
Changes in the fair value | |||
Fair value liabilities transfers in and out of level 3 | $ 0 |