Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 12, 2021 | |
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | References throughout this Amendment No. 1 to the Quarterly Report on Form 10-Q/A to “we,” “us,” the “Company” or “our company” are to Golden Path Acquisition Corporation., unless the context otherwise indicates. This Amendment No. 1 to the Quarterly Report on Form 10-Q/A (this “report”) amends the Quarterly Report on Form 10-Q of Golden Path Acquisition Corporation for the period ended June 30, 2021, as filed with the Securities and Exchange Commission (“SEC”) on August 16, 2021 (the “Original Report”). | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-440519 | |
Entity Registrant Name | GOLDEN PATH ACQUISITION CORPORATION | |
Entity Central Index Key | 0001841209 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | 100 Park Avenue | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10017 | |
City Area Code | 917 | |
Local Phone Number | 267-4569 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 7,458,000 | |
Ordinary Share Par Value 0. 0001 [Member] | ||
Title of 12(b) Security | Ordinary Share, Par value $0.0001 | |
Trading Symbol | GPCO | |
Security Exchange Name | NASDAQ | |
Redeemable Warrants Each Warrant Exercisable For Onehalf Ordinary Share [Member] | ||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one-half ordinary share | |
Trading Symbol | GPCOW | |
Security Exchange Name | NASDAQ | |
Rights Each To Receive Onetenth 110 Of One Ordinary Share [Member] | ||
Title of 12(b) Security | Rights, each to receive one-tenth (1/10) of one ordinary share | |
Trading Symbol | GPCOR | |
Security Exchange Name | NASDAQ |
UNAUDITED CONDENSED BALANCE SHE
UNAUDITED CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 509,568 | $ 18,117 |
Cash held in escrow | 9,000 | |
Prepayments, deposit, and other receivables | 1,669 | |
Total current assets | 520,237 | 18,117 |
Cash and investments held in trust account | 58,075,002 | |
Deferred offering costs | 29,540 | |
TOTAL ASSETS | 58,595,239 | 47,657 |
Current liabilities: | ||
Accrued liabilities | 26,966 | 540 |
Promissory note – related party | 50,000 | |
Amount due to related party | 27,931 | 36,784 |
Total current liabilities | 54,897 | 87,324 |
Warrant liabilities | 625,000 | |
Deferred underwriting compensation | 1,437,500 | |
TOTAL LIABILITIES | 2,117,397 | 87,324 |
Ordinary shares, subject to redemption 5,750,000 and 0 shares (at conversion value of $10.10 and $0 per share) | 58,075,000 | |
Shareholders’ Deficit | ||
Ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 1,708,000 and 10 shares issued and outstanding (excluding 5,750,000 and 0 shares subject to redemption) | 171 | |
Additional paid-in capital | ||
Accumulated deficit | (1,597,329) | (39,667) |
Total shareholders’ deficit | (1,597,158) | (39,667) |
TOTAL LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT | $ 58,595,239 | $ 47,657 |
UNAUDITED CONDENSED BALANCE S_2
UNAUDITED CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Odinary shares subject to possible redemption | 5,750,000 | 0 |
Temporary Equity, Par or Stated Value Per Share | $ 10.10 | $ 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 1,708,000 | 10 |
Common stock, shares outstanding | 1,708,000 | 10 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Formation, general and administrative expenses | $ (143,280) | $ (4,805) | $ (200,059) | $ (4,891) |
Total operating expenses | (143,280) | (4,805) | (200,059) | (4,891) |
Other income | ||||
Dividend income | 68 | 68 | ||
Total other income | 68 | 68 | ||
Loss before income taxes | (143,212) | (4,805) | (199,991) | (4,891) |
Income taxes | ||||
NET LOSS | (143,212) | (4,805) | (199,991) | (4,891) |
Less: income attributable to ordinary shares subject to redemption | (51) | (51) | ||
Net loss attributable to Golden Path Acquisition Corporation | $ (143,263) | $ (4,805) | $ (200,042) | $ (4,891) |
Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption | 379,121 | 10 | 191,667 | 10 |
Basic and diluted net loss per share, ordinary shares subject to possible redemption | $ (0.08) | $ (480) | $ 24.53 | $ (489) |
Basic and diluted weighted average shares outstanding, ordinary shares attributable to Golden Path Acquisition Corporation | 1,455,335 | 10 | 1,446,517 | 10 |
Basic and diluted net loss per share, ordinary shares attributable to Golden Path Acquisition Corporation | $ (0.08) | $ (480) | $ (3.39) | $ (489) |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ (7,400) | $ (7,400) | ||
Beginning balance, shares at Dec. 31, 2019 | 10 | |||
Net loss for the period | (4,891) | (4,891) | ||
Ending balance, value at Jun. 30, 2020 | (12,291) | (12,291) | ||
Ending balance, shares at Jun. 30, 2020 | 10 | |||
Beginning balance, value at Mar. 31, 2020 | (7,486) | (7,486) | ||
Beginning balance, shares at Mar. 31, 2020 | 10 | |||
Net loss for the period | (4,805) | (4,805) | ||
Ending balance, value at Jun. 30, 2020 | (12,291) | (12,291) | ||
Ending balance, shares at Jun. 30, 2020 | 10 | |||
Beginning balance, value at Dec. 31, 2020 | (39,667) | (39,667) | ||
Beginning balance, shares at Dec. 31, 2020 | 10 | |||
Redemption of shares | ||||
Redemption of shares, shares | (10) | |||
Issuance of shares to the founders | $ 144 | 24,856 | 25,000 | |
Issuance of shares to the founders, shares | 1,437,500 | |||
Sale of units in initial public offering | $ 575 | 57,499,425 | 57,500,000 | |
Sale of units in initial public offering shares | 5,750,000 | |||
Sale of units to the founder in private placement | $ 27 | 2,704,973 | 2,705,000 | |
Sale of units to the founder in private placement, shares | 270,500 | |||
Offering costs | (2,887,500) | (2,887,500) | ||
Warrant liabilities | (625,000) | (625,000) | ||
Initial classification of ordinary shares subject to possible redemption | $ (575) | (55,510,464) | (55,511,039) | |
Initial classification of ordinary shares subject to possible redemption, shares | (5,750,000) | |||
Allocation of offering costs to common stock subject to redemption | 2,787,620 | 2,787,620 | ||
Accretion of carry value of redemption value | (3,993,910) | (1,357,671) | (5,351,581) | |
Net loss for the period | (199,991) | (199,991) | ||
Ending balance, value at Jun. 30, 2021 | $ 171 | (1,597,329) | (1,597,158) | |
Ending balance, shares at Jun. 30, 2021 | 1,708,000 | |||
Beginning balance, value at Mar. 31, 2021 | $ 144 | 24,856 | (96,446) | (71,446) |
Beginning balance, shares at Mar. 31, 2021 | 1,437,500 | |||
Sale of units in initial public offering | $ 575 | 57,499,425 | 57,500,000 | |
Sale of units in initial public offering shares | 5,750,000 | |||
Sale of units to the founder in private placement | $ 27 | 2,704,973 | 2,705,000 | |
Sale of units to the founder in private placement, shares | 270,500 | |||
Offering costs | (2,887,500) | (2,887,500) | ||
Warrant liabilities | (625,000) | (625,000) | ||
Initial classification of ordinary shares subject to possible redemption | $ (575) | (55,510,464) | (55,511,039) | |
Initial classification of ordinary shares subject to possible redemption, shares | (5,750,000) | |||
Allocation of offering costs to common stock subject to redemption | 2,787,620 | 2,787,620 | ||
Accretion of carry value of redemption value | (3,993,910) | (1,357,671) | (5,351,581) | |
Net loss for the period | (143,212) | (143,212) | ||
Ending balance, value at Jun. 30, 2021 | $ 171 | $ (1,597,329) | $ (1,597,158) | |
Ending balance, shares at Jun. 30, 2021 | 1,708,000 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flow from operating activities | ||
Net loss | $ (199,991) | $ (4,891) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Dividend income earned in cash and investments held in trust account | (68) | |
Change in operating assets and liabilities: | ||
Increase in prepayments, deposit, and other receivables | (1,601) | |
Increase in accrued liabilities | 26,966 | |
Net cash used in operating activities | (174,694) | (4,891) |
Cash flows from investing activities | ||
Proceeds deposited in Trust Account | (58,075,002) | |
Net cash used in investing activities | (58,075,002) | |
Cash flows from financing activities | ||
Increase in cash held in escrow | (9,000) | |
Proceeds from issuance of shares to founders | 25,000 | |
Proceeds from public offering | 57,500,000 | |
Proceeds from private placements to a related party | 2,705,000 | |
Payment of offering costs | (1,421,000) | |
Repayment of promissory note | (50,000) | |
(Repayment to) advances from a related party | (8,853) | 4,878 |
Net cash provided by financing activities | 58,741,147 | 4,878 |
NET CHANGE IN CASH AND CASH EQUIVALENT | 491,451 | (13) |
Cash and cash equivalent, beginning of period | 18,117 | 100 |
Cash and cash equivalent, end of period | 509,568 | 87 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | ||
Initial classification of ordinary shares subject to possible redemption | 55,511,039 | |
Allocation of offering costs to common stock subject to redemption | 2,787,620 | |
Accretion of carry value of redemption value | 5,351,581 | |
Accrued underwriting compensation | $ 1,437,500 |
ORGANIZATION AND BUSINESS BACKG
ORGANIZATION AND BUSINESS BACKGROUND | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND BUSINESS BACKGROUND | NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND Golden Path Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on May 9, 2018. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses that have a connection to the Asian market. 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. As of June 30, 2021, the Company had not commenced any operations. All activity through June 30, 2021 relates to the Company’s formation and the initial public offering as described below. The Company will not generate any operating revenues until after the completion of a Business Combination at the earliest. The Company will generate non-operating income in the form of dividend income from investing the proceeds derived from the initial public offering. The Company has selected December 31 as its fiscal year end. Financing The registration statement for the Company’s initial public offering (the “Initial Public Offering” as described in Note 4) was declared effective by the United States Securities and Exchange Commission (the “SEC”) on June 21, 2021. On June 24, 2021, the Company consummated the Initial Public Offering of 5,750,000 750,000 10.00 57,500,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 270,500 10.00 2,705,000 Transaction costs amounted to $ 2,887,500 1,150,000 1,437,500 300,000 509,568 9,000 Trust Account Upon the closing of the Initial Public Offering and the private placement, $ 58,075,002 Business Combination 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. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 50 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 an Initial 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 a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 Notwithstanding the foregoing, 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. 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 shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.10 per Public Share, subject to increase of up to an additional $0.30 per Public Share in the event that the Sponsor elects to extend the period of time to consummate a Business Combination (see below), 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 9). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s rights or warrants. The ordinary shares will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Sponsor and any of the Company’s officers or directors that may hold Founder Shares (as defined in Note 6) (the “shareholders”) and the underwriters will agree (a) to vote their 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 Amended and Restated Memorandum and Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) and Private 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 Amended and Restated Memorandum and Articles of Association relating to shareholders’ rights of pre-Business Combination activity and (d) that the Founder Shares and Private Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. Liquidation The Company will have until June 23, 2022 to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination within 12 months, the Company may extend the period of time to consummate a Business Combination up to nine times, each by an additional month (for a total of 21 months to complete a Business Combination (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $ 191,667 1,725,000 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 ten 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 and less interest to pay dissolution expenses up to $ 50,000 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 (i) $10.10 per share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, 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, 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. |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 6 Months Ended |
Jun. 30, 2021 | |
Restatement Of Previously Issued Financial Statements | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC 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 provisions that provided for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant, which terms are similar to those contained in the warrant agreement governing the Company’s warrants. The Company’s management 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 common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock 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. The Company’s Private Warrants are not indexed to the Company’s common 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, the tender offer provision included in the warrant agreement fails the “classified in shareholders’ equity” criteria as contemplated by ASC Section 815-40-25. As a result, the only Private Warrants shall be classified as liabilities and the Public Warrants shall be classified as equity and the Company reevaluated the accounting treatment of the 5,750,000 In further consideration of the guidance in Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity In addition, the Company concluded it should restate its consolidated financial statements to classify all ordinary shares subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC Topic 480, Distinguishing Liabilities from Equity (ASC 480), paragraph 10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a substantial portion of its ordinary shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter 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 In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the changes and has determined that the related impacts were material to any previously presented financial statements. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements impacted should be restated to report all public shares as temporary equity. The impact to the previously presented financial statements is presented below: Adjustment #1 refer to Public warrant reclassify from warrant liabilities to equity component. Adjustment #2 refer to classify all public shares as temporary equity. Schedule of effect of the revision on each financial statement As Previously Adjustment Adjustments As Reported #1 #2 Restated Balance sheet as of June 24, 2021 Warrant liabilities 8,616,000 (7,991,000 ) - 625,000 Total liabilities 10,071,000 (7,991,000 ) - 2,080,000 Ordinary shares subject to possible redemption 43,522,748 - 14,552,252 58,075,000 Ordinary shares 315 - (144 ) 171 Additional paid-in capital 5,203,437 7,991,000 (13,194,437 ) - Accumulated deficit (203,748 ) - (1,357,671 ) (1,561,419 ) Total shareholders’ equity (deficit) 5,000,004 7,991,000 (14,552,252 ) (1,561,248 ) Balance sheet as of June 30, 2021 Ordinary shares subject to possible redemption 51,477,834 - 6,597,166 58,075,000 Ordinary shares 236 - (65 ) 171 Additional paid-in capital 5,239,430 - (5,239,430 ) - Accumulated deficit (239,658 ) - (1,357,671 ) (1,597,329 ) Total shareholders’ equity (deficit) 5,000,008 - (6,597,166 ) (1,597,158 ) Statement of changes in shareholders’ deficit for the three and six months ended June 30, 2021 (unaudited) Initial classification of ordinary shares subject to possible redemption – no. of shares (5,100,371 ) - (649,629 ) (5,750,000 ) Initial classification of ordinary shares subject to possible redemption – amount (510 ) - (65 ) (575 ) Initial classification of ordinary shares subject to possible redemption – additional paid-in capital (51,513,238 ) - (3,997,226 ) (55,510,464 ) Initial classification of ordinary shares subject to possible redemption – total shareholder’s deficit (51,513,748 ) - (3,997,291 ) (55,511,039 ) Allocation of offering costs to common stock subject to redemption - - 2,787,620 2,787,620 Accretion of carrying value to redemption value – additional paid-in capital - - (3,993,910 ) (3,993,910 ) Accretion of carrying value to redemption value – accumulated deficit - - (1,357,671 ) (1,357,671 ) Accretion of carrying value to redemption value – total shareholder’s deficit - - (5,351,581 ) (5,351,581 ) Statement of cash flows for the six months ended June 30, 2021 (unaudited) SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: Initial classification of ordinary shares subject to possible redemption 51,513,748 - 3,997,291 55,511,039 Allocation of offering costs to common stock subject to redemption - - 2,787,620 2,787,620 Accretion of carry value of redemption value - - 5,351,581 5,351,581 Notes 3, 5 and 8 have been updated to reflect the restatements. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES (AS RESTATED) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES (AS RESTATED) | NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (AS RESTATED) ● Basis of presentation These accompanying unaudited condensed financial statements are presented in U.S. dollars have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for these periods. Operating results for the interim period ended June 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis, and the financial statements and notes for the fiscal year ended December 31, 2020 thereto included in the Company’s Form S-1 Amendment No. 2, filed with the SEC on June 11, 2021. ● Emerging growth company The Company is an “ emerging growth company 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 U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. 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 may differ from those estimates. ● Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no ● Cash and investments held in trust account At June 30, 2021, the assets held in the Trust Account are held in cash and US Treasury securities. Investment securities in the Company’s Trust Account consisted of $ 58,075,002 The Company classifies marketable securities as available-for-sale at the time of purchase and reevaluates such classification as of each balance sheet date. All marketable securities are recorded at their estimated fair value. Unrealized gains and losses for available-for-sale securities are recorded in other comprehensive loss. The Company evaluates its investments to assess whether those with unrealized loss positions are other than temporarily impaired. Impairments are considered other than temporary if they are related to deterioration in credit risk or if it is likely the Company will sell the securities before the recovery of the cost basis. Realized gains and losses and declines in value determined to be other than temporary are determined based on the specific identification method and are reported in other income (expense), net in the statements of operations. ● Deferred Offering Costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering. ● Warrant liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “ Distinguishing Liabilities from Equity Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The initial fair value of the Public Warrants was estimated using a Binomial model and the fair value of the Private Warrants was estimated using a Black-Scholes model (see Note 9). ● Ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary shares subject to mandatory redemption (if any) 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. As of June 30, 2021, 5,750,000 ● Offering costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “ Expenses of Offering ● Fair value of financial instruments FASB ASC Topic 820 “Fair Value Measurements and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. FASB ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, and other current assets, accrued expenses, due to sponsor are estimated to approximate the carrying values as of June 30, 2021 due to the short maturities of such instruments. See Note 9 for the disclosure of the Company’s assets and liabilities that were measured at fair value on a recurring basis. ● Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and trust accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 ● Income taxes Income taxes are determined in accordance with the provisions of ASC Topic 740, “ Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. The Company’s management determined that the British Virgin Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s tax provision is zero for the period ended June 30, 2021 and 2020. The Company is considered to be an exempted Cayman Islands Company, and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. ● Net loss per share (As Restated) The Company calculates net loss per share in accordance with ASC Topic 260, Earnings per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable ordinary shares and non-redeemable ordinary shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable ordinary shares. Any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public stockholders. The net loss per share presented in the unaudited condensed statement of operations is based on the following: Schedule of unaudited condensed consolidated statement of operations For the Three Months Ended For the Three Months Ended Net loss $ (143,212 ) $ (4,805 ) Accretion of carrying value to redemption value - - Net loss $ (143,212 ) $ (4,805 ) For the Six Months Ended For the Six Months Ended Net loss $ (199,991 ) $ (4,891 ) Accretion of carrying value to redemption value (5,351,581 ) - Net loss $ (5,551,572 ) $ (4,891 ) Schedule of basic and diluted net loss per share Redeemable Non-Redeemable Redeemable Non-Redeemable For the Three Months Ended For the Three Months Ended Basic and diluted net loss per share: Numerators: Allocation of net loss including carrying value to redemption value $ (29,597 ) (113,616 ) - (4,805 ) Accretion of carrying value to redemption value - - - - Allocation of net loss $ (29,597 ) (113,616 ) - (4,805 ) Denominators: Weighted-average shares outstanding 379,121 1,455,335 - 10 Basic and diluted net loss per share $ (0.08 ) (0.08 ) - (481 ) For the Six Months Ended For the Six Months Ended Redeemable Ordinary shares Non-Redeemable Ordinary shares Redeemable Ordinary shares Non-Redeemable Ordinary shares Basic and diluted net loss per share: Numerators: Allocation of net loss including carrying value to redemption value $ (649,531 ) (4,902,042 ) (4,891 ) Accretion of carrying value to redemption value 5,351,581 - - - Allocation of net income (loss) $ 4,702,050 (4,902,042 ) - (4,891 ) Denominators: Weighted-average shares outstanding 191,667 1,446,517 - 10 Basic and diluted net income (loss) per share $ 24.53 (3.39 ) - (489.10 ) ● Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. ● Recent accounting pronouncements The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information. |
CASH AND INVESTMENT HELD IN TRU
CASH AND INVESTMENT HELD IN TRUST ACCOUNT | 6 Months Ended |
Jun. 30, 2021 | |
Cash And Investment Held In Trust Account | |
CASH AND INVESTMENT HELD IN TRUST ACCOUNT | NOTE 4 — CASH AND INVESTMENT HELD IN TRUST ACCOUNT As of June 30, 2021, investment securities in the Company’s Trust Account consisted of $ 58,075,002 0 Schedule of including gross unrealized holding gain as other comprehensive income and fair value Carrying Value as of (Unaudited) Gross Unrealized Holding Gain Fair Value (unaudited) Available-for-sale marketable securities: U.S. Treasury Securities $ 58,075,002 $ $ 58,075,002 |
INITIAL PUBLIC OFFERING (AS RES
INITIAL PUBLIC OFFERING (AS RESTATED) | 6 Months Ended |
Jun. 30, 2021 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING (AS RESTATED) | NOTE 5 — INITIAL PUBLIC OFFERING (AS RESTATED) On June 24, 2021, the Company sold 5,750,000 10.00 11.50 If the Company does not complete its Business Combination within the necessary time period described in Note 1, the Public Rights will expire and be worthless. Since the Company is not required to net cash settle the Rights and the Rights are convertible upon the consummation of an initial Business Combination, the Management determined that the Rights are classified within shareholders’ equity as “Additional paid-in capital” upon their issuance in accordance with ASC 815-40. The proceeds from the sale are allocated to Public Shares and Rights based on the relative fair value of the securities in accordance with ASC 470-20-30. The value of the Public Shares and Rights will be based on the closing price paid by investors. All of the 5,750,000 The Company’s redeemable ordinary shares is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). As of June 30, 2021, the ordinary shares reflected on the balance sheet are reconciled in the following table. Schedule of reconcilation June 30, 2021 Gross proceeds $ 57,500,000 Less: Proceeds allocated Public Warrants (1,804,109 ) Proceeds allocated Public Rights (184,852 ) Offering costs of Public Shares (2,787,620 ) Plus: Accretion of carrying value to redemption value 5,351,581 Common stock subject to possible redemption $ 58,075,000 The Company paid an upfront underwriting discount of $ 1,150,000 2.5 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 6 Months Ended |
Jun. 30, 2021 | |
Private Placement | |
PRIVATE PLACEMENT | NOTE 6 – PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated a private placement of 270,500 10.00 The Private Units are identical to the units sold in the Initial Public Offering except that the warrants included in the Private Units (the “Private Warrants”) are non-redeemable and may be exercised on a cashless basis so long as the Private Warrants continue to be held by the initial purchasers of the Placement Units or their permitted transferees. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS Founder Shares In May 2018, the Company issued one ordinary share to the Sponsor for no consideration. In January 2021, the Company effected a 10 for 1 share split, resulting in an aggregate of 10 ordinary shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share split. On January 6, 2021, the Sponsor purchased an aggregate of 1,150,000 25,000 0.02 287,500 The founders and our officers and directors have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50 Administrative Services Agreement An affiliate of the Sponsor agreed, commencing on June 24, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay the affiliate of the Sponsor $ 10,000 Related Party Loan In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or 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 would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation 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. Related Party Extensions Loan As discussed in Note 1, the Company may extend the period of time to consummate a Business Combination up to nine times, each by an additional month (for a total of 21 months to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $ 191,667 1,725,000 Related Party Advances In the event the Sponsor pays for any expense or liability on behalf of the Company, then such payments would be accounted for as loan to the Company by the Sponsor, Greenland Asset Management Corporation. As of June 30, 2021 and December 31, 2020, the Company owed a balance of $ 27,931 36,784 |
SHAREHOLDER_S EQUITY (AS RESTAT
SHAREHOLDER’S EQUITY (AS RESTATED) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
SHAREHOLDER’S EQUITY (AS RESTATED) | NOTE 8 – SHAREHOLDER’S EQUITY (AS RESTATED) Ordinary Shares The Company is authorized to issue 500,000,000 0.0001 In January 2021, the Company effected a 10 for 1 share split, resulting in an aggregate of 10 ordinary shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share split. On January 6, 2021, the Company issued an aggregate of 1,150,000 25,000 On March 26, 2021, the Company issued an additional 287,500 On June 24, 2021, the Company sold 5,750,000 10.00 Simultaneously on June 24, 2021, the Company issued 270,500 270,500 10 As of June 30, 2021 and December 31, 2020, 1,708,000 10 5,096,815 0 Rights Each holder of a right will receive one-tenth (1/10) of one ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon exchange of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination as the consideration related thereto has been included in the Unit purchase price paid for by investors in the Initial Public Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the ordinary shares will receive in the transaction on an as-converted into ordinary share basis and each holder of a right will be required to affirmatively convert its rights in order to receive 1/10 share underlying each right (without paying additional consideration). The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company). 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 rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. Warrants Each public warrant entitles the holder thereof to purchase one-half (1/2) of one ordinary share at a price of $11.50 per full share, subject to adjustment as described in Form S-1 Amendment No. 2 filed on June 11, 2021. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares. This means that only an even number of warrants may be exercised at any given time by a warrant holder. No public warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares. It is the Company’s current intention to have an effective and current registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares in effect promptly following consummation of an initial business combination. The Public Warrants will become exercisable on the later of (a) the consummation of a Business Combination or (b) 12 months from the effective date of the registration statement relating to the Initial Offering. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to such ordinary shares. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the ordinary shares issuable upon exercise of the warrants. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon the exercise of the Public Warrants is not effective within 60 days, the holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise the Public Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company may call the warrants for redemption (excluding the Private Warrants), in whole and not in part, at a price of $0.01 per warrant: ● at any time while the Public Warrants are exercisable, ● upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $16.50 per share, for any 20 trading days within a 30 trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and ● if, and only if, there is a current registration statement in effect with respect to the issuance of the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. The Private Warrants will be identical to the Public Warrants underlying the Units being 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 will 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. 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 share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, 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. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9 – FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Schedule of fair value hierarchy of valuation techniques June 30, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Description 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account* $ 58,075,002 $ 58,075,002 $ $ - Liabilities: Warrant liabilities – Private Warrants $ 625,000 $ - $ - $ 625,000 * included in cash and investments held in trust account on the Company’s balance sheet. The private warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheets. The Company established the initial fair value for the private warrants at $ 625,000 The key inputs into the Black-Scholes model for the Private Warrants were as follows at their measurement dates: Schedule of Black-Scholes model June 30, June 24, (Initial Input Share price $ 10.00 $ 10.00 Risk-free interest rate 0.90 % 0.90 % Volatility 58.40 % 58.40 % Exercise price $ 11.50 $ 11.50 Warrant life 5 5 As of June 30, 2021, the aggregate value of the private warrants was $ 0.625 To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for investments categorized in Level 3. Level 3 financial liabilities consist of the 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. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s future financial position, results of its operations and/or search for a target company, there has been a significant impact as of the date of these financial statements. The financial statements do not include any adjustments that might result from the future outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on June 24, 2021 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) are entitled to registration rights. The holders 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 and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of two and one-half percent (2.5%) of the gross proceeds of the Initial Public Offering, or $ 1,437,500 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before this unaudited financial statements are issued, the Company has evaluated all events or transactions that occurred after June 30, 2021, up through the date was the Company issued the unaudited condensed financial statements. During the period, the Company did not have any material subsequent events other than disclosed above. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (AS RESTATED) (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | ● Basis of presentation These accompanying unaudited condensed financial statements are presented in U.S. dollars have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for these periods. Operating results for the interim period ended June 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis, and the financial statements and notes for the fiscal year ended December 31, 2020 thereto included in the Company’s Form S-1 Amendment No. 2, filed with the SEC on June 11, 2021. |
Emerging growth company | ● Emerging growth company The Company is an “ emerging growth company 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 U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. 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 may differ from those estimates. |
Cash and cash equivalents | ● Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no |
Cash and investments held in trust account | ● Cash and investments held in trust account At June 30, 2021, the assets held in the Trust Account are held in cash and US Treasury securities. Investment securities in the Company’s Trust Account consisted of $ 58,075,002 The Company classifies marketable securities as available-for-sale at the time of purchase and reevaluates such classification as of each balance sheet date. All marketable securities are recorded at their estimated fair value. Unrealized gains and losses for available-for-sale securities are recorded in other comprehensive loss. The Company evaluates its investments to assess whether those with unrealized loss positions are other than temporarily impaired. Impairments are considered other than temporary if they are related to deterioration in credit risk or if it is likely the Company will sell the securities before the recovery of the cost basis. Realized gains and losses and declines in value determined to be other than temporary are determined based on the specific identification method and are reported in other income (expense), net in the statements of operations. |
Deferred Offering Costs | ● Deferred Offering Costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering. |
Warrant liabilities | ● Warrant liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “ Distinguishing Liabilities from Equity Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The initial fair value of the Public Warrants was estimated using a Binomial model and the fair value of the Private Warrants was estimated using a Black-Scholes model (see Note 9). |
Ordinary shares subject to possible redemption | ● Ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary shares subject to mandatory redemption (if any) 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. As of June 30, 2021, 5,750,000 |
Offering costs | ● Offering costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “ Expenses of Offering |
Fair value of financial instruments | ● Fair value of financial instruments FASB ASC Topic 820 “Fair Value Measurements and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. FASB ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, and other current assets, accrued expenses, due to sponsor are estimated to approximate the carrying values as of June 30, 2021 due to the short maturities of such instruments. See Note 9 for the disclosure of the Company’s assets and liabilities that were measured at fair value on a recurring basis. |
Concentration of credit risk | ● Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and trust accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 |
Income taxes | ● Income taxes Income taxes are determined in accordance with the provisions of ASC Topic 740, “ Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. The Company’s management determined that the British Virgin Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s tax provision is zero for the period ended June 30, 2021 and 2020. The Company is considered to be an exempted Cayman Islands Company, and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. |
Net loss per share (As Restated) | ● Net loss per share (As Restated) The Company calculates net loss per share in accordance with ASC Topic 260, Earnings per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable ordinary shares and non-redeemable ordinary shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable ordinary shares. Any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public stockholders. The net loss per share presented in the unaudited condensed statement of operations is based on the following: Schedule of unaudited condensed consolidated statement of operations For the Three Months Ended For the Three Months Ended Net loss $ (143,212 ) $ (4,805 ) Accretion of carrying value to redemption value - - Net loss $ (143,212 ) $ (4,805 ) For the Six Months Ended For the Six Months Ended Net loss $ (199,991 ) $ (4,891 ) Accretion of carrying value to redemption value (5,351,581 ) - Net loss $ (5,551,572 ) $ (4,891 ) Schedule of basic and diluted net loss per share Redeemable Non-Redeemable Redeemable Non-Redeemable For the Three Months Ended For the Three Months Ended Basic and diluted net loss per share: Numerators: Allocation of net loss including carrying value to redemption value $ (29,597 ) (113,616 ) - (4,805 ) Accretion of carrying value to redemption value - - - - Allocation of net loss $ (29,597 ) (113,616 ) - (4,805 ) Denominators: Weighted-average shares outstanding 379,121 1,455,335 - 10 Basic and diluted net loss per share $ (0.08 ) (0.08 ) - (481 ) For the Six Months Ended For the Six Months Ended Redeemable Ordinary shares Non-Redeemable Ordinary shares Redeemable Ordinary shares Non-Redeemable Ordinary shares Basic and diluted net loss per share: Numerators: Allocation of net loss including carrying value to redemption value $ (649,531 ) (4,902,042 ) (4,891 ) Accretion of carrying value to redemption value 5,351,581 - - - Allocation of net income (loss) $ 4,702,050 (4,902,042 ) - (4,891 ) Denominators: Weighted-average shares outstanding 191,667 1,446,517 - 10 Basic and diluted net income (loss) per share $ 24.53 (3.39 ) - (489.10 ) ● Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. ● Recent accounting pronouncements The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information. |
Related parties | ● Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. |
Recent accounting pronouncements | ● Recent accounting pronouncements The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information. |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Restatement Of Previously Issued Financial Statements | |
Schedule of effect of the revision on each financial statement | Schedule of effect of the revision on each financial statement As Previously Adjustment Adjustments As Reported #1 #2 Restated Balance sheet as of June 24, 2021 Warrant liabilities 8,616,000 (7,991,000 ) - 625,000 Total liabilities 10,071,000 (7,991,000 ) - 2,080,000 Ordinary shares subject to possible redemption 43,522,748 - 14,552,252 58,075,000 Ordinary shares 315 - (144 ) 171 Additional paid-in capital 5,203,437 7,991,000 (13,194,437 ) - Accumulated deficit (203,748 ) - (1,357,671 ) (1,561,419 ) Total shareholders’ equity (deficit) 5,000,004 7,991,000 (14,552,252 ) (1,561,248 ) Balance sheet as of June 30, 2021 Ordinary shares subject to possible redemption 51,477,834 - 6,597,166 58,075,000 Ordinary shares 236 - (65 ) 171 Additional paid-in capital 5,239,430 - (5,239,430 ) - Accumulated deficit (239,658 ) - (1,357,671 ) (1,597,329 ) Total shareholders’ equity (deficit) 5,000,008 - (6,597,166 ) (1,597,158 ) Statement of changes in shareholders’ deficit for the three and six months ended June 30, 2021 (unaudited) Initial classification of ordinary shares subject to possible redemption – no. of shares (5,100,371 ) - (649,629 ) (5,750,000 ) Initial classification of ordinary shares subject to possible redemption – amount (510 ) - (65 ) (575 ) Initial classification of ordinary shares subject to possible redemption – additional paid-in capital (51,513,238 ) - (3,997,226 ) (55,510,464 ) Initial classification of ordinary shares subject to possible redemption – total shareholder’s deficit (51,513,748 ) - (3,997,291 ) (55,511,039 ) Allocation of offering costs to common stock subject to redemption - - 2,787,620 2,787,620 Accretion of carrying value to redemption value – additional paid-in capital - - (3,993,910 ) (3,993,910 ) Accretion of carrying value to redemption value – accumulated deficit - - (1,357,671 ) (1,357,671 ) Accretion of carrying value to redemption value – total shareholder’s deficit - - (5,351,581 ) (5,351,581 ) Statement of cash flows for the six months ended June 30, 2021 (unaudited) SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: Initial classification of ordinary shares subject to possible redemption 51,513,748 - 3,997,291 55,511,039 Allocation of offering costs to common stock subject to redemption - - 2,787,620 2,787,620 Accretion of carry value of redemption value - - 5,351,581 5,351,581 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (AS RESTATED) (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of unaudited condensed consolidated statement of operations | Schedule of unaudited condensed consolidated statement of operations For the Three Months Ended For the Three Months Ended Net loss $ (143,212 ) $ (4,805 ) Accretion of carrying value to redemption value - - Net loss $ (143,212 ) $ (4,805 ) For the Six Months Ended For the Six Months Ended Net loss $ (199,991 ) $ (4,891 ) Accretion of carrying value to redemption value (5,351,581 ) - Net loss $ (5,551,572 ) $ (4,891 ) |
Schedule of basic and diluted net loss per share | Schedule of basic and diluted net loss per share Redeemable Non-Redeemable Redeemable Non-Redeemable For the Three Months Ended For the Three Months Ended Basic and diluted net loss per share: Numerators: Allocation of net loss including carrying value to redemption value $ (29,597 ) (113,616 ) - (4,805 ) Accretion of carrying value to redemption value - - - - Allocation of net loss $ (29,597 ) (113,616 ) - (4,805 ) Denominators: Weighted-average shares outstanding 379,121 1,455,335 - 10 Basic and diluted net loss per share $ (0.08 ) (0.08 ) - (481 ) For the Six Months Ended For the Six Months Ended Redeemable Ordinary shares Non-Redeemable Ordinary shares Redeemable Ordinary shares Non-Redeemable Ordinary shares Basic and diluted net loss per share: Numerators: Allocation of net loss including carrying value to redemption value $ (649,531 ) (4,902,042 ) (4,891 ) Accretion of carrying value to redemption value 5,351,581 - - - Allocation of net income (loss) $ 4,702,050 (4,902,042 ) - (4,891 ) Denominators: Weighted-average shares outstanding 191,667 1,446,517 - 10 Basic and diluted net income (loss) per share $ 24.53 (3.39 ) - (489.10 ) |
CASH AND INVESTMENT HELD IN T_2
CASH AND INVESTMENT HELD IN TRUST ACCOUNT (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Cash And Investment Held In Trust Account | |
Schedule of including gross unrealized holding gain as other comprehensive income and fair value | Schedule of including gross unrealized holding gain as other comprehensive income and fair value Carrying Value as of (Unaudited) Gross Unrealized Holding Gain Fair Value (unaudited) Available-for-sale marketable securities: U.S. Treasury Securities $ 58,075,002 $ $ 58,075,002 |
INITIAL PUBLIC OFFERING (AS R_2
INITIAL PUBLIC OFFERING (AS RESTATED) (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Initial Public Offering | |
Schedule of reconcilation | Schedule of reconcilation June 30, 2021 Gross proceeds $ 57,500,000 Less: Proceeds allocated Public Warrants (1,804,109 ) Proceeds allocated Public Rights (184,852 ) Offering costs of Public Shares (2,787,620 ) Plus: Accretion of carrying value to redemption value 5,351,581 Common stock subject to possible redemption $ 58,075,000 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value hierarchy of valuation techniques | Schedule of fair value hierarchy of valuation techniques June 30, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Description 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account* $ 58,075,002 $ 58,075,002 $ $ - Liabilities: Warrant liabilities – Private Warrants $ 625,000 $ - $ - $ 625,000 * included in cash and investments held in trust account on the Company’s balance sheet. |
Schedule of Black-Scholes model | Schedule of Black-Scholes model June 30, June 24, (Initial Input Share price $ 10.00 $ 10.00 Risk-free interest rate 0.90 % 0.90 % Volatility 58.40 % 58.40 % Exercise price $ 11.50 $ 11.50 Warrant life 5 5 |
ORGANIZATION AND BUSINESS BAC_2
ORGANIZATION AND BUSINESS BACKGROUND (Details Narrative) | 1 Months Ended | 6 Months Ended | ||
Jun. 24, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / shares | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Subsidiary, Sale of Stock [Line Items] | ||||
Initial public offering shares | shares | 5,750,000 | |||
Public units shares | shares | 750,000 | |||
Per Public Unit | $ / shares | $ 10 | $ 10 | ||
Gross proceeds | $ 57,500,000 | $ 57,500,000 | ||
Transaction costs | 2,887,500 | |||
Underwriting fees | 1,150,000 | |||
Deferred underwriting fees | 1,437,500 | |||
Other offering costs | 300,000 | |||
Cash | 0 | $ 0 | ||
Cash held in escrow | 9,000 | |||
Assets Held-in-trust, Current | 58,075,002 | |||
Finite-Lived Intangible Assets, Net | 5,000,001 | |||
Deposit | 191,667 | |||
Aggregate amount | 1,725,000 | |||
Interest expenses | 50,000 | |||
Initial public offering price per unit | 10 | |||
Trust Account [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Cash | $ 509,568 | |||
Private Placement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Initial public offering shares | shares | 270,500 | |||
Per Public Unit | $ / shares | $ 10 | $ 10 | ||
Gross proceeds | $ 2,705,000 | |||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Thres hold Minimum Aggregate Fair Market Value As Percentage Of Net Assets Held Intrust Account | 0.80 | |||
Thres hold Percentage Of Outstanding Voting Securities Of Target To Be Acquired By Post Transaction Company To Complete Business Combination | 0.50 |
RESTATEMENT OF PREVIOUSLY ISS_3
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2021 | Jun. 30, 2021 | Jun. 24, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Warrant liabilities | $ 625,000 | |||||||
Total liabilities | 2,080,000 | |||||||
Ordinary shares subject to possible redemption | $ 58,075,000 | $ 58,075,000 | 58,075,000 | |||||
Ordinary shares | 171 | 171 | 171 | |||||
Additional paid-in capital | ||||||||
Accumulated deficit | (1,597,329) | (1,597,329) | (1,561,419) | (39,667) | ||||
Total shareholders' equity (deficit) | (1,597,158) | $ (1,597,158) | (1,561,248) | $ (71,446) | $ (39,667) | $ (12,291) | $ (7,486) | $ (7,400) |
Initial classification of ordinary shares subject to possible redemption - no. of shares | (5,750,000) | |||||||
Initial classification of ordinary shares subject to possible redemption - amount | $ (575) | |||||||
Initial classification of ordinary shares subject to possible redemption - additional paid-in capital | (55,510,464) | |||||||
Initial classification of ordinary shares subject to possible redemption - total shareholder's deficit | (55,511,039) | |||||||
Allocation of offering costs to common stock subject to redemption | 2,787,620 | 2,787,620 | ||||||
Accretion of carrying value to redemption value - additional paid-in capital | (3,993,910) | |||||||
Accretion of carrying value to redemption value - accumulated deficit | (1,357,671) | |||||||
Accretion of carrying value to redemption value - total shareholder's deficit | (5,351,581) | |||||||
Initial classification of ordinary shares subject to possible redemption | 55,511,039 | 55,511,039 | ||||||
Accretion of carry value of redemption value | 5,351,581 | 5,351,581 | ||||||
Previously Reported [Member] | ||||||||
Warrant liabilities | 8,616,000 | |||||||
Total liabilities | 10,071,000 | |||||||
Ordinary shares subject to possible redemption | 51,477,834 | 51,477,834 | 43,522,748 | |||||
Ordinary shares | 236 | 236 | 315 | |||||
Additional paid-in capital | 5,239,430 | 5,239,430 | 5,203,437 | |||||
Accumulated deficit | (239,658) | (239,658) | (203,748) | |||||
Total shareholders' equity (deficit) | 5,000,008 | $ 5,000,008 | 5,000,004 | |||||
Initial classification of ordinary shares subject to possible redemption - no. of shares | (5,100,371) | |||||||
Initial classification of ordinary shares subject to possible redemption - amount | $ (510) | |||||||
Initial classification of ordinary shares subject to possible redemption - additional paid-in capital | (51,513,238) | |||||||
Initial classification of ordinary shares subject to possible redemption - total shareholder's deficit | (51,513,748) | |||||||
Allocation of offering costs to common stock subject to redemption | ||||||||
Accretion of carrying value to redemption value - additional paid-in capital | ||||||||
Accretion of carrying value to redemption value - accumulated deficit | ||||||||
Accretion of carrying value to redemption value - total shareholder's deficit | ||||||||
Initial classification of ordinary shares subject to possible redemption | 51,513,748 | |||||||
Accretion of carry value of redemption value | ||||||||
Revision of Prior Period, Adjustment [Member] | ||||||||
Warrant liabilities | (7,991,000) | |||||||
Total liabilities | (7,991,000) | |||||||
Ordinary shares subject to possible redemption | ||||||||
Ordinary shares | ||||||||
Additional paid-in capital | 7,991,000 | |||||||
Accumulated deficit | ||||||||
Total shareholders' equity (deficit) | 7,991,000 | |||||||
Initial classification of ordinary shares subject to possible redemption - no. of shares | ||||||||
Initial classification of ordinary shares subject to possible redemption - amount | ||||||||
Initial classification of ordinary shares subject to possible redemption - additional paid-in capital | ||||||||
Initial classification of ordinary shares subject to possible redemption - total shareholder's deficit | ||||||||
Allocation of offering costs to common stock subject to redemption | ||||||||
Accretion of carrying value to redemption value - additional paid-in capital | ||||||||
Accretion of carrying value to redemption value - accumulated deficit | ||||||||
Accretion of carrying value to redemption value - total shareholder's deficit | ||||||||
Initial classification of ordinary shares subject to possible redemption | ||||||||
Accretion of carry value of redemption value | ||||||||
Restatement Adjustment Two [Member] | ||||||||
Warrant liabilities | ||||||||
Total liabilities | ||||||||
Ordinary shares subject to possible redemption | 6,597,166 | 6,597,166 | 14,552,252 | |||||
Ordinary shares | (65) | (65) | (144) | |||||
Additional paid-in capital | (5,239,430) | (5,239,430) | (13,194,437) | |||||
Accumulated deficit | (1,357,671) | (1,357,671) | (1,357,671) | |||||
Total shareholders' equity (deficit) | $ (6,597,166) | $ (6,597,166) | $ (14,552,252) | |||||
Initial classification of ordinary shares subject to possible redemption - no. of shares | (649,629) | |||||||
Initial classification of ordinary shares subject to possible redemption - amount | $ (65) | |||||||
Initial classification of ordinary shares subject to possible redemption - additional paid-in capital | (3,997,226) | |||||||
Initial classification of ordinary shares subject to possible redemption - total shareholder's deficit | (3,997,291) | |||||||
Allocation of offering costs to common stock subject to redemption | 2,787,620 | |||||||
Accretion of carrying value to redemption value - additional paid-in capital | (3,993,910) | |||||||
Accretion of carrying value to redemption value - accumulated deficit | (1,357,671) | |||||||
Accretion of carrying value to redemption value - total shareholder's deficit | (5,351,581) | |||||||
Initial classification of ordinary shares subject to possible redemption | 3,997,291 | |||||||
Accretion of carry value of redemption value | $ 5,351,581 |
RESTATEMENT OF PREVIOUSLY ISS_4
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details Narrative) | Jun. 30, 2021USD ($)shares |
Restatement Of Previously Issued Financial Statements | |
Warrants issued shares | shares | 5,750,000 |
Finite-Lived Intangible Assets, Net | $ | $ 5,000,001 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (AS RESTATED) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Accounting Policies [Abstract] | ||||
Net loss | $ (143,212) | $ (4,805) | $ (199,991) | $ (4,891) |
Accretion of carrying value to redemption value | (5,351,581) | |||
Net loss | $ (143,212) | $ (4,805) | $ (5,551,572) | $ (4,891) |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (AS RESTATED) (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Basic and diluted net loss per share: | ||||
Allocation of net income (loss) | $ (143,212) | $ (4,805) | $ (199,991) | $ (4,891) |
Weighted-average shares outstanding | 1,455,335 | 10 | 1,446,517 | 10 |
Basic and diluted net income (loss) per share | $ (0.08) | $ (480) | $ (3.39) | $ (489) |
Redeemable Ordinary Shares [Member] | ||||
Basic and diluted net loss per share: | ||||
Allocation of net loss including carrying value to redemption value | $ (29,597) | $ (649,531) | ||
Accretion of carrying value to redemption value | 5,351,581 | |||
Allocation of net income (loss) | $ (29,597) | $ 4,702,050 | ||
Weighted-average shares outstanding | 379,121 | 191,667 | ||
Basic and diluted net income (loss) per share | $ (0.08) | $ 24.53 | ||
Non Redeemable Ordinary Shares [Member] | ||||
Basic and diluted net loss per share: | ||||
Allocation of net loss including carrying value to redemption value | $ (113,616) | $ (4,805) | $ (4,902,042) | $ (4,891) |
Accretion of carrying value to redemption value | ||||
Allocation of net income (loss) | $ (113,616) | $ (4,805) | $ (4,902,042) | $ (4,891) |
Weighted-average shares outstanding | 1,455,335 | 10 | 1,446,517 | 10 |
Basic and diluted net income (loss) per share | $ (0.08) | $ (481) | $ (3.39) | $ (489.10) |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES (AS RESTATED) (Details Narrative) - USD ($) | Jun. 30, 2021 | Jun. 24, 2021 | Dec. 31, 2020 |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||
Cash equivalents | $ 0 | $ 0 | |
Assets Held-in-trust, Current | 58,075,002 | ||
Ordinary shares subject to possible redemption | 58,075,000 | $ 58,075,000 | |
Federal depository insurance coverage | 250,000 | ||
Unrecognized tax benefits | 0 | $ 0 | |
Common Stock Subject to Mandatory Redemption [Member] | |||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||
Ordinary shares subject to possible redemption | $ 5,750,000 |
CASH AND INVESTMENT HELD IN T_3
CASH AND INVESTMENT HELD IN TRUST ACCOUNT (Details) - US Treasury Securities [Member] | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |
Carrying Value | $ 58,075,002 |
Gross Unrealized Holding Gain | |
Fair Value | $ 58,075,002 |
CASH AND INVESTMENT HELD IN T_4
CASH AND INVESTMENT HELD IN TRUST ACCOUNT (Details Narrative) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Cash And Investment Held In Trust Account | ||
Assets Held-in-trust, Current | $ 58,075,002 | |
Cash | $ 0 | $ 0 |
INITIAL PUBLIC OFFERING (AS R_3
INITIAL PUBLIC OFFERING (AS RESTATED) (Details) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Initial Public Offering | |
Gross proceeds | $ 57,500,000 |
Proceeds allocated Public Warrants | (1,804,109) |
Proceeds allocated Public Rights | (184,852) |
Offering costs of Public Shares | (2,787,620) |
Accretion of carrying value to redemption value | 5,351,581 |
Common stock subject to possible redemption | $ 58,075,000 |
INITIAL PUBLIC OFFERING (AS R_4
INITIAL PUBLIC OFFERING (AS RESTATED) (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended |
Jun. 24, 2021 | Jun. 30, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares sold | 5,750,000 | |
Price per share | $ 10 | $ 10 |
Exercise price | $ 11.50 | |
Underwriting discount | $ 1,150,000 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of stock | $ 5,750,000 | |
Gross offering proceeds payable, percentage | 2.50% |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - $ / shares | 1 Months Ended | 6 Months Ended |
Jun. 24, 2021 | Jun. 30, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||
Sale of Stock, Number of Shares Issued in Transaction | 5,750,000 | |
Per Public Unit | $ 10 | $ 10 |
Private Placement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of Stock, Number of Shares Issued in Transaction | 270,500 | |
Per Public Unit | $ 10 | $ 10 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Jan. 06, 2021 | Jun. 24, 2021 | Mar. 26, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||||
Affiliate cost | $ 10,000 | ||||
Deposit | $ 191,667 | ||||
Aggregate amount | $ 1,725,000 | ||||
Foundershares [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 1,150,000 | 287,500 | |||
Aggregate purchase price | $ 25,000 | ||||
Sale of stock | $ 0.02 | ||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 50.00% | ||||
Greenland Asset Management Corporation [Member] | |||||
Related Party Transaction [Line Items] | |||||
Owed assets | $ 27,931 | $ 36,784 |
SHAREHOLDER_S EQUITY (AS REST_2
SHAREHOLDER’S EQUITY (AS RESTATED) (Details Narrative) - USD ($) | 1 Months Ended | ||||
Jun. 24, 2021 | Jun. 30, 2021 | Mar. 26, 2021 | Jan. 06, 2021 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||
Shares issued | 287,500 | 1,150,000 | |||
Aggregate purchase price | $ 25,000 | ||||
Sale Of Units Public Offering Share | 5,750,000 | ||||
Share price | $ 10 | $ 10 | |||
Common Stock, Shares, Outstanding | 1,708,000 | 10 | |||
Common Stock, Shares, Issued | 1,708,000 | 10 | |||
Odinary Shares Subject To Possible Redemption | 5,096,815 | 0 | |||
Sponsor [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Share price | $ 10 | ||||
Shares issued | 270,500 | ||||
Proceeds from private placement | $ 270,500 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Jun. 30, 2021 | Jun. 24, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
U.S. Treasury Securities held in Trust Account | $ 58,075,002 | |||
Warrant liabilities | $ 625,000 | |||
Private Placement [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrant liabilities | 625,000 | |||
Fair Value, Inputs, Level 1 [Member] | Private Placement [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrant liabilities | ||||
Fair Value, Inputs, Level 2 [Member] | Private Placement [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
U.S. Treasury Securities held in Trust Account | [1] | |||
Warrant liabilities | ||||
Fair Value, Inputs, Level 3 [Member] | Private Placement [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrant liabilities | 625,000 | |||
US Treasury Securities [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
U.S. Treasury Securities held in Trust Account | [1] | 58,075,002 | ||
US Treasury Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
U.S. Treasury Securities held in Trust Account | [1] | 58,075,002 | ||
US Treasury Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
U.S. Treasury Securities held in Trust Account | [1] | |||
[1] | included in cash and investments held in trust account on the Company’s balance sheet. |
FAIR VALUE MEASUREMENTS (Deta_2
FAIR VALUE MEASUREMENTS (Details 1) - $ / shares | 1 Months Ended | 6 Months Ended |
Jun. 24, 2021 | Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||
Share price | $ 10 | $ 10 |
Risk-free interest rate | 0.90% | 0.90% |
Volatility | 58.40% | 58.40% |
Exercise price | $ 11.50 | $ 11.50 |
Warrant life | 5 years | 5 years |
FAIR VALUE MEASUREMENTS (Deta_3
FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($) | Jun. 30, 2021 | Jun. 24, 2021 |
Fair Value Disclosures [Abstract] | ||
Initial fair value | $ 625,000 | |
Aggregate value of private warrants | $ 625,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |
Jun. 24, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
Subsidiary, Sale of Stock [Line Items] | |||
Initial Public Offering | $ 57,500,000 | $ 57,500,000 | |
Underwriting Agreement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Initial Public Offering | $ 1,437,500 |