0001213900-22-006626 | S-1 | XBRL Viewer

Document And Entity Information	9 Months Ended
Sep. 30, 2021
Document Information Line Items
Entity Registrant Name	Helix Acquisition Corp
Document Type	S-1
Amendment Flag	false
Entity Central Index Key	0001821586
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	E9

Condensed Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets
Cash	$ 1,028,752	$ 1,335,924
Prepaid expenses	178,041	283,057
Total Current Assets	1,206,793	1,618,981
Investments held in Trust Account	115,040,353	115,014,917
TOTAL ASSETS	116,247,146	116,633,898
Current liabilities
Accrued expenses	2,059,078	67,120
Promissory note – related party		58,063
Total Current Liabilities	2,059,078	125,183
Deferred underwriting fee payable	4,025,000	4,025,000
Total Liabilities	6,084,078	4,150,183
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, 11,500,000 shares at $10.00 per share as of September 30, 2021 and December 30, 2020	115,000,000	115,000,000
Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 430,000 shares issued and outstanding (excluding 11,500,000 shares subject to redemption) as of September 30, 2021 and December 31, 2020	43	43
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 2,875,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020	288	288
Accumulated deficit	(4,837,263)	(2,516,616)
Total Shareholders’ Deficit	(4,836,932)	(2,516,285)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$ 116,247,146	$ 116,633,898

Condensed Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized	5,000,000	5,000,000
Preference shares, shares issued
Preference shares, shares outstanding
Class A Ordinary Shares
Ordinary share subject to possible redemption	11,500,000	11,500,000
Ordinary share subject to possible redemption per share (in Dollars per share)	$ 10	$ 10
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	500,000,000	500,000,000
Ordinary shares, shares issued	430,000	430,000
Ordinary shares, shares outstanding	430,000	430,000
Ordinary share subject to possible redemption, par value (in Dollars per share)		$ 0.0001
Ordinary share subject to possible redemption, shares authorized		500,000,000
Ordinary share subject to possible redemption, share issued		11,500,000
Ordinary share subject to possible redemption, share outstanding		11,500,000
Class B Ordinary Shares
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	50,000,000	50,000,000
Ordinary shares, shares issued	2,875,000	2,875,000
Ordinary shares, shares outstanding	2,875,000	2,875,000

Condensed Statements of Operations (Unaudited) - USD ($)	2 Months Ended	3 Months Ended	5 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2021
Income Statement [Abstract]
General and administrative expenses	$ 5,000	$ 2,093,506		$ 2,346,085
Loss from operations	(5,000)	(2,093,506)	$ (105,755)	(2,346,085)
Other income:
Interest earned on investments held in Trust Account		1,481	14,917	25,436
Total other income		1,481		25,436
Net loss	$ (5,000)	$ (2,092,025)	$ (90,838)	$ (2,320,649)
Basic and diluted weighted average shares outstanding, Class A Ordinary shares (in Shares)		11,930,000	6,232,090	11,930,000
Basic and diluted net loss per share, Class A Ordinary shares (in Dollars per share)		$ (0.14)	$ (0.01)	$ (0.16)
Basic and diluted weighted average shares outstanding, Class B ordinary shares (in Shares)	2,500,000	2,875,000	2,695,896	2,875,000
Basic and diluted net loss per share, Class B ordinary shares (in Dollars per share)		$ (0.14)	$ (0.01)	$ (0.16)
Formation and operating costs			$ 105,755

Condensed Statements of Changes in Shareholders’ (Deficit) Equity - USD ($)	Class A Ordinary Shares	Class B Ordinary Shares	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Aug. 13, 2020
Issuance of Class B ordinary shares to Sponsor		$ 288	24,712		25,000
Issuance of Class B ordinary shares to Sponsor (in Shares)		2,875,000
Net loss				(5,000)	(5,000)
Balance at Sep. 30, 2020		$ 288	24,712	(5,000)	20,000
Balance (in Shares) at Sep. 30, 2020		2,875,000
Balance at Aug. 13, 2020
Issuance of Class B ordinary shares to Sponsor		$ 288	24,712		25,000
Issuance of Class B ordinary shares to Sponsor (in Shares)		2,875,000
Sale of 430,000 Private Placement Shares	$ 43		4,299,957		4,300,000
Sale of 430,000 Private Placement Shares (in Shares)	430,000
Accretion of Class A ordinary shares to redemption amount			(4,324,669)	(2,425,776)	(6,750,445)
Net loss				(90,838)	(90,838)
Balance at Dec. 31, 2020	$ 43	$ 288		(2,516,614)	(2,516,283)
Balance (in Shares) at Dec. 31, 2020	430,000	2,875,000
Net loss				(76,291)	(76,291)
Balance at Mar. 31, 2021	$ 43	$ 288		(2,592,905)	(2,592,574)
Balance (in Shares) at Mar. 31, 2021	430,000	2,875,000
Net loss				(152,333)	(152,333)
Balance at Jun. 30, 2021	$ 43	$ 288		(2,745,238)	(2,744,907)
Balance (in Shares) at Jun. 30, 2021	430,000	2,875,000
Net loss				(2,092,025)	(2,092,025)
Balance at Sep. 30, 2021	$ 43	$ 288		$ (4,837,263)	$ (4,836,932)
Balance (in Shares) at Sep. 30, 2021	430,000	2,875,000

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.

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-URI http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(3)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 65
-Paragraph 15
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 848
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Publisher FASB
-Subparagraph (a)(3)(iii)(03)

+ Details

Condensed Statements of Cash Flows (Unaudited) - USD ($)	2 Months Ended	5 Months Ended	9 Months Ended
	Sep. 30, 2020	Dec. 31, 2020	Sep. 30, 2021
Cash Flows from Operating Activities:
Net loss	$ (5,000)	$ (90,838)	$ (2,320,649)
Interest earned on investments held in Trust Account		(14,917)	(25,436)
Payment of formation costs through issuance of Class B ordinary shares	5,000	5,000
Changes in operating assets and liabilities:
Prepaid expenses		(283,057)	105,016
Accounts payable and accrued expenses		67,120
Accrued expenses			1,991,960
Net cash used in operating activities		(316,692)	(249,109)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(115,000,000)
Net cash used in investing activities		(115,000,000)
Cash Flows from Financing Activities:
Repayment of promissory note – related party			(58,063)
Proceeds from sale of Class A ordinary shares, net of underwriting discounts paid		112,700,000
Proceeds from sale of Private Placement Shares		4,300,000
Payments of offering costs		(347,384)
Net cash used in financing activities		116,652,616	(58,063)
Net Change in Cash		1,335,924	(307,172)
Cash – Beginning			1,335,924
Cash – Ending		1,335,924	1,028,752
Non-cash investing and financing activities:
Deferred underwriting fee payable	4,025,000	4,025,000
Accretion of Class A ordinary shares to redemption amount		(6,750,445)
Offering costs paid through promissory note – related party		58,063
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares		$ 20,000
Deferred offering costs paid through promissory note	58,063
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	$ 20,000

Description of Organization and Business Operations

5 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Organization Consolidation And Presentation Of Financial Statements Abstract

Description of Organization and Business Operations

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Helix Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 13, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”).

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. 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 December 31, 2020, the Company had not commenced any operations. All activity for the period from August 13, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on October 19, 2020. On October 22, 2020 the Company consummated the Initial Public Offering of 11,500,000 Class A ordinary shares (the “Public Shares”) at $10.00 per Public Share, which included the full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Public Shares, at $10.00 per Public Share, generating gross proceeds of $115,000,000, which is described in Note 4.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 430,000 private placement Class A ordinary shares (the “Private Placement Shares”) at a price of $10.00 per Private Placement Share in a private placement to Helix Holdings, LLC (the “Sponsor”), generating gross proceeds of $4,300,000, which is described in Note 5.

Transaction costs charged to equity amounted to $6,750,447, consisting of $2,300,000 of underwriting fees, $4,025,000 of deferred underwriting fees and $425,447 of other offering costs.

Following the closing of the Initial Public Offering on October 22, 2020, $115,000,000 ($10.00 per Public Share) from the net proceeds of the sale of the Public Shares in the Initial Public Offering and the sale of the Private Placement Shares was placed in a trust account (the “Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company provided the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, subject to certain limitations as. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7).

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. 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, conduct the redemptions 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. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote the Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, 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 redeeming its shares with respect to more than an aggregate of 20% of the Public Shares without the Company’s prior written consent.

The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account and not previously released to pay taxes, divided by the number of then issued and 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 and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Placement Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Share ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Capital Resources

As of December 31, 2020, the Company had approximately $1.3 million in its operating bank accounts and working capital of approximately $1.5 million.

Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a contribution of $25,000 from Sponsor to cover for certain offering costs in exchange for the issuance of the Founder Shares, the loan of up to $300,000 from the Sponsor pursuant to the Note (see Note 6), and the proceeds from the

consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 6). As of December 31, 2020, there were no amounts outstanding under any Working Capital Loan.

Note 1 — Description of Organization and Business Operations

As of September 30, 2021, the Company had not commenced any operations. All activity for the nine months ended September 30, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 430,000 private placement shares (the “Private Placement Shares”) at a price of $10.00 per Private Placement Share in a private placement to Helix Holdings, LLC (the “Sponsor”), generating gross proceeds of $4,300,000, which is described in Note 5.

Transaction costs charged to equity amounted to $6,750,447, consisting of $2,300,000 of underwriting fees, $4,025,000 of deferred underwriting fees and $425,447 of other offering costs.

whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, subject to certain limitations as. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7).

The Company will proceed with a Business Combination by seeking shareholder approval, and will proceed if it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. 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, conduct the redemptions 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. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote the Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

The Company will have until 24 months from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed 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 not more than ten business days thereafter, redeem 100% of the 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 and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Liquidity and Capital Resources

As of September 30, 2021, the Company had approximately $1.0 million in its operating bank accounts and working capital deficit of approximately $0.9 million.

Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a contribution of $25,000 from the Sponsor to cover for certain offering costs in exchange for the issuance of the Founder Shares, the loan of up to $300,000 from the Sponsor pursuant to a promissory note, and the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 6). As of September 30, 2021, there were no amounts outstanding under any Working Capital Loan.

Restatement of Previously Issued Financial Statements

5 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Restatement Of Previously Issued Financial Statements [Abstract]

Restatement of Previously Issued Financial Statements

NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company concluded it should restate its previously issued financial statements by amending its Annual Report on Form 10-K, filed with the SEC on March 31, 2021, to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity, or total stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Also, in connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company also revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income and losses of the Company. As a result, the Company restated its previously filed financial statements to present all redeemable Class A ordinary shares as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. The Company’s previously filed financial statements that contained the error were initially reported in the Company’s Form 8-K filed with the SEC on October 28, 2020 (the “Post-IPO Balance Sheet”) and the Company’s Annual Report on 10-K for the annual period ended December 31, 2020 (the “Affected Periods”). These financial statements restate the Company’s previously issued audited and unaudited financial statements covering the periods through December 31, 2020. The quarterly periods ended March 31, 2021 and June 30, 2021 will be restated in an amendment to the Company’s Form 10-Q/A for the quarterly period ended September 30, 2021 to be filed with the SEC. See Note 3 and 8, which have been updated to reflect the restatement contained in this Annual Report.

Impact of the Restatement

The change in the carrying value of the redeemable shares of Class A ordinary shares in the IPO Balance Sheet resulted in a decrease of approximately $5.1 million in additional paid-in capital and an increase of approximately $2.4 million to accumulated deficit, as well as a reclassification of 751,629 shares of Class A ordinary shares from permanent equity to temporary equity as presented below.

	As Previously Reported			Adjustments			As Restated
Balance sheet as of October 22, 2020
Class A Ordinary Shares Subject to Possible Redemption	$	107,569,550		$	7,430,450		$	115,000,000
Class A Ordinary Shares	$	117		$	(74	)	$	43
Additional Paid-in Capital		5,004,598			(5,004,598	)		—
Accumulated Deficit		(5,000	)		(2,425,778	)		(2,430,778	)
Total Shareholders’ Equity (Deficit)		5,000,003			(7,430,450	)		(2,430,447	)

Number of Class A ordinary shares subject to redemption		10,756,955			743,045			11,500,000

Balance sheet as of December 31, 2020
Class A Ordinary Shares Subject to Possible Redemption		107,483,710			7,516,290			115,000,000
Class A Ordinary Shares		118			(75	)		43
Additional Paid-in Capital		5,090,437			(5,090,437	)		—
Accumulated Deficit		(90,838	)		(2,425,778	)		(2,516,616	)
Total Shareholders’ Equity (Deficit)		5,000,005			(7,516,290	)		(2,516,285	)

Number of Class A ordinary shares subject to redemption		10,748,371			751,629			11,500,000

Statement of Operations for the period from August 13, 2020 (inception) to December 31, 2020
Net loss	$	(90,838	)	$	—		$	(90,838	)
Weighted average shares outstanding of Class A ordinary shares		11,500,000			(5,267,910	)		6,232,090
Basic and diluted income per share, Class A ordinary shares		0.00			(0.01	)		(0.01	)
Weighted average shares outstanding of Class B ordinary shares		2,920,522			(224,626	)		2,695,896
Basic and diluted net loss per share, Class B ordinary shares		(0.04	)		0.03			(0.01	)

Statement of Cash Flows for the period from August 13, 2020 (inception) to December 31, 2020
Initial classification of Class A ordinary shares subject to redemption		107,569,550			(107,569,550	)		—
Change in value of Class A ordinary shares subject to possible redemption		(85,840	)		85,840			—

Going Concern

should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 22, 2022.

Note 2 — Restatement of Previously Issued Financial Statements

In connection with the preparation of the Company’s financial statements as of September 30, 2021, the Company concluded it should restate its financial statements to classify all Public Shares in temporary equity, as stated in the Form 8-K filed with the SEC on December 3, 2021. In accordance with 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 previously determined the Class A ordinary shares subject to possible redemption to be equal to the redemption value of $10.00 per Class A ordinary share while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Previously, the Company

did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company restated this interpretation to include temporary equity in net tangible assets. Accordingly, effective with this filing, the Company presents all redeemable Class A ordinary shares as temporary equity and recognizes accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480.

As a result, management has noted a restatement related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares.

In connection with the change in presentation for the Class A ordinary shares subject to redemption, the Company also restated its income (loss) per ordinary share calculation to allocate net income (loss) evenly to Class A and Class B ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income (loss) of the Company.

There has been no change in the Company’s total assets, liabilities or operating results.

The impact of the restatement on the Company’s financial statements is reflected in the following table.

	As Previously Reported			Adjustment			As Restated
Condensed Balance Sheet as of March 31, 2021 (Unaudited)
Class A ordinary shares subject to possible redemption	$	107,407,420		$	7,592,580		$	115,000,000
Class A ordinary shares	$	119		$	(76	)	$	43
Additional paid-in capital	$	5,166,726		$	(5,166,726	)	$	—
Accumulated deficit	$	(167,129	)	$	(2,425,778	)	$	(2,592,907	)
Total Shareholders’ Equity (Deficit)	$	5,000,004		$	(7,592,580	)	$	(2,592,576	)
Number of Class A ordinary shares subject to possible redemption		10,740,742			759,258			11,500,000

Condensed Balance Sheet as of June 30, 2021 (Unaudited)
Class A ordinary shares subject to possible redemption	$	107,255,090		$	7,744,910		$	115,000,000
Class A ordinary shares	$	120		$	(77	)	$	43
Additional paid-in capital	$	5,319,055		$	(5,319,055	)	$	—
Accumulated deficit	$	(319,462	)	$	(2,425,778	)	$	(2,745,240	)
Total Shareholders’ Equity (Deficit)	$	5,000,001		$	(7,744,910	)	$	(2,744,909	)
Number of Class A ordinary shares subject to possible redemption		10,725,509			774,491			11,500,000

Condensed Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited)
Weighted average shares outstanding, Class A ordinary shares		11,500,000			430,000			11,930,000
Basic and diluted net loss per share, Class A ordinary shares	$	—		$	(0.01	)	$	(0.01	)
Weighted average shares outstanding, Class B ordinary shares		3,305,000			(430,000	)		2,875,000
Basic and diluted net income (loss) per share, Class B ordinary shares	$	(0.03	)	$	0.02		$	(0.01	)

Condensed Statement of Operations for the Three Months Ended June 30, 2021 (Unaudited)
Weighted average shares outstanding, Class A ordinary shares		11,500,000			430,000			11,930,000
Basic and diluted net loss per share, Class A ordinary shares	$	—		$	(0.01	)	$	(0.01	)
Weighted average shares outstanding, Class B ordinary shares		3,305,000			(430,000	)		2,875,000
Basic and diluted net income (loss) per share, Class B ordinary shares	$	(0.05	)	$	0.04		$	(0.01	)

	As Previously Reported			Adjustment			As Restated
Condensed Statement of Operations for the Six Months Ended June 30, 2021 (Unaudited)
Weighted average shares outstanding, Class A ordinary shares		11,500,000			430,000			11,930,000
Basic and diluted net loss per share, Class A ordinary shares	$	—		$	(0.02	)	$	(0.02	)
Weighted average shares outstanding, Class B ordinary shares		3,305,000			(430,000	)		2,875,000
Basic and diluted net income (loss) per share, Class B ordinary shares	$	(0.08	)	$	0.06		$	(0.02	)

Condensed Statement of Shareholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (Unaudited)
Change in value of Class A ordinary shares to redemption	$	76,290		$	(76,290	)	$	—
Total Shareholders’ Equity (Deficit)	$	5,000,004		$	(7,592,578	)	$	(2,592,574	)

Condensed Statement of Shareholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 (Unaudited)
Change in value of Class A ordinary shares to redemption	$	152,330		$	(152,330	)	$	—
Total Shareholders’ Equity (Deficit)	$	5,000,001		$	(7,744,908	)	$	(2,744,907	)

Condensed Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited)
Non-Cash investing and financing activities:
Change in value of Class A ordinary shares subject to possible redemption	$	(76,290	)	$	76,290		$	—

Condensed Statement of Cash Flows for Six Months Ended June 30, 2021 (Unaudited)
Non-Cash investing and financing activities:
Change in value of Class A ordinary shares to possible redemption	$	(228,620	)	$	228,620		$	—

Going Concern

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until October 22, 2022 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 22, 2022.

Summary of Significant Accounting Policies

5 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020.

Offering Costs

Offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $6,750,447 were charged to shareholders’ equity upon the completion of the Initial Public Offering (see Note 1).

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Loss Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period.

In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company also revised its earnings per share calculation to allocate net income (loss) pro rata to Class A and Class B ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income (loss) of the Company. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):

	For The Period From August 13, 2020 (inception) through December 31, 2020
	Class A			Class B
Basic and diluted net loss per ordinary share:
Numerator:
Allocation of net loss	$	(63,409	)	$	(27,429	)

Denominator:
Basic and diluted weighted average ordinary shares outstanding		6,232,090			2,695,896

Basic and diluted net loss per ordinary share	$	(0.01	)	$	(0.01	)

As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s ordinary shareholders.

____________

(1) The weighted average non-redeemable ordinary shares for the year ended December 31, 2020 includes the effect of 430,000 Private Placement Shares, which were issued in conjunction with the initial public offering on October 22, 2020.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Note 3 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A as filed with the SEC on December 13, 2021, which contains the audited financial statements and notes thereto. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2021 or for any future periods.

Emerging Growth Company

Use of Estimates

The preparation of condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

Offering Costs

Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to ordinary shares subject to redemption upon the completion of the Initial Public Offering (see Note 1).

Class A Ordinary Shares Subject to Possible Redemption

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit.

At September 30, 2021 and December 31, 2020, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table:

Gross proceeds	$	115,000,000
Less:
Class A ordinary shares issuance costs		(6,750,445	)
Plus:
Accretion of carrying value to redemption value		6,750,445
Class A ordinary shares subject to possible redemption	$	115,000,000

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net Income (Loss) Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented.

The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):

	Three Months Ended September 30, 2021						Nine Months Ended September 30, 2021						For the Period from August 13, 2020 (Inception) Through September 30, 2020
	Class A			Class B			Class A			Class B			Class A		Class B
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss, as adjusted	$	(1,685,772	)	$	(406,253	)	$	(1,869,999	)	$	(450,650	)	$	—	$	(5,000	)
Denominator:
Basic and diluted weighted average shares outstanding		11,930,000			2,875,000			11,930,000			2,875,000			—		2,500,000
Basic and diluted net loss per ordinary share	$	(0.14	)	$	(0.14	)	$	(0.16	)	$	(0.16	)	$	—	$	(0.00	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage amount of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the Company’s condensed balance sheets, primarily due to their short-term nature.

Recent Accounting Standards

In August 2020, the FASB issued ASU No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Related Party Transactions

5 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Related Party Transactions

NOTE 6 — RELATED PARTY TRANSACTIONS

Founder Shares

On August 19, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 3,593,750 Class B ordinary shares. On September 30, 2020, the Sponsor surrendered, for no consideration, 718,750 Class B ordinary shares, resulting in the Sponsor holding 2,875,000 Class B ordinary shares (the “Founder Shares”). In September 2020, the Sponsor transferred 30,000 Founder Shares to each of its independent directors. The Founder Shares included an aggregate of up to 375,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering and excluding the Private Placement Shares). As a result of the underwriters’ election to fully exercise their over-allotment option, 375,000 Founder Shares are no longer subject to forfeiture.

The Sponsor and each insider has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares or Private Placement Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Administrative Services Agreement

Promissory Note — Related Party

On August 19, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2020 and (ii) the completion of the Initial Public Offering. As of December 31, 2020, there was $58,063 outstanding under the Promissory Note.

Related Party Loans

shares at a price of $10.00 per share. Such shares would be identical to the Private Placement Shares. 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. As of December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans.

Note 6 — Related Party Transactions

Founder Shares

On August 19, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 3,593,750 Class B ordinary shares. On March 31, 2021, the Sponsor surrendered, for no consideration, 718,750 Class B ordinary shares, resulting in the Sponsor holding 2,875,000 Class B ordinary shares (the “Founder Shares”). In September 2020, the Sponsor transferred 30,000 Founder Shares to each of its independent directors. As a result of the underwriters’ election to fully exercise their over-allotment option, 375,000 Founder Shares are no longer subject to forfeiture.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares or Private Placement Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Administrative Services Agreement

Commencing on October 22, 2020, the Company entered into an agreement to pay the Sponsor up to $10,000 per month for office space, utilities, administrative services and remote support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months and nine months ended September 30, 2021, the Company incurred and accrued $30,000 and $90,000 in fees for these services, respectively. For the period from August 13, 2020 (inception) through September 30, 2020, the Company did not incur any fees for these services. A total of $110,000 and $20,000 are included in accrued expenses in the accompanying condensed balance sheets as of September 30, 2021 and December 31, 2020.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into shares at a price of $10.00 per share. Such shares would be identical to the Private Placement Shares. 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. As of September 30, 2021, the Company had no outstanding borrowings under the Working Capital Loans.

Shareholders’ Equity

5 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Stockholders' Equity Note [Abstract]

Shareholders’ Equity

NOTE 8 — SHAREHOLDERS’ EQUITY

Preference Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At December 31, 2020, there were 11,930,000 Class A ordinary shares issued or outstanding.

Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At December 31, 2020, there were 2,875,000 Class B ordinary shares issued and outstanding.

Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law.

In a vote to continue the Company in a jurisdiction outside the Cayman Islands (which required the approval of at least two-thirds of the votes of all ordinary shares), holders of the Founder Shares will have ten votes for every Founder Share and holders of the Class A ordinary shares will have one vote for every Class A ordinary share.

The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities, are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any Private Placement Shares issued upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Note 8 — Shareholders’ Equity

Preference Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2021 and December 31, 2020, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of September 30, 2021 and December 31, 2020, there were 430,000 Class A ordinary shares issued or outstanding, excluding 11,500,000 Class A ordinary shares subject to possible redemption.

Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. As of September 30, 2021 and December 31, 2020, there were 2,875,000 Class B ordinary shares issued and outstanding, respectively.

Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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+ Details

Fair Value Measurements

5 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 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 Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts.

At December 31, 2020, assets held in the Trust Account were comprised of $457 in cash and $115,014,460 in U.S. Treasury securities. During the year ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity securities at December 31, 2020 are as follows:

		Held-To-Maturity			Level		Amortized Cost			Gross Holding Gain			Fair Value
December 31, 2020		U.S. Treasury Securities (Matured on 1/21/21	)		1		$	115,014,460		$	1,417		$	115,015,877

Note 9 — Fair Value Measurements

		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.

At September 30, 2021, assets held in the Trust Account were comprised of $115,040,353 in money market funds which are invested primarily in U.S. Treasury securities. During the nine months ended September 30, 2021, the Company withdrew $14,917 of interest income from the Trust Account to pay for taxes.

Level		Held-To-Maturity		Amortized Cost			Gross Holding Gain			Fair Value
1		U.S. Treasury Securities (Matured on 1/21/21)		$	115,014,460		$	1,417		$	115,015,877

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Level:		Assets:		Fair Value
1		Investments held in Trust Account		$	115,040,353

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Accounting Policies, by Policy (Policies)

5 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Accounting Policies [Abstract]

Basis of Presentation

Emerging Growth Company

Use of Estimates

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. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

Offering Costs

Class A Ordinary Shares Subject to Possible Redemption

At September 30, 2021 and December 31, 2020, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table:

Gross proceeds	$	115,000,000
Less:
Class A ordinary shares issuance costs		(6,750,445	)
Plus:
Accretion of carrying value to redemption value		6,750,445
Class A ordinary shares subject to possible redemption	$	115,000,000

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net Loss Per Ordinary Share

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):

	For The Period From August 13, 2020 (inception) through December 31, 2020
	Class A			Class B
Basic and diluted net loss per ordinary share:
Numerator:
Allocation of net loss	$	(63,409	)	$	(27,429	)

Denominator:
Basic and diluted weighted average ordinary shares outstanding		6,232,090			2,695,896

Basic and diluted net loss per ordinary share	$	(0.01	)	$	(0.01	)

As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s ordinary shareholders.

____________

Net Income (Loss) Per Ordinary Share

The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):

	Three Months Ended September 30, 2021						Nine Months Ended September 30, 2021						For the Period from August 13, 2020 (Inception) Through September 30, 2020
	Class A			Class B			Class A			Class B			Class A		Class B
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss, as adjusted	$	(1,685,772	)	$	(406,253	)	$	(1,869,999	)	$	(450,650	)	$	—	$	(5,000	)
Denominator:
Basic and diluted weighted average shares outstanding		11,930,000			2,875,000			11,930,000			2,875,000			—		2,500,000
Basic and diluted net loss per ordinary share	$	(0.14	)	$	(0.14	)	$	(0.16	)	$	(0.16	)	$	—	$	(0.00	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage amount of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

Recent Accounting Standards

Restatement of Previously Issued Financial Statements (Tables)

5 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Restatement Of Previously Issued Financial Statements [Abstract]

Schedule of impact of the restatement on the company’s financial statements

	As Previously Reported			Adjustments			As Restated
Balance sheet as of October 22, 2020
Class A Ordinary Shares Subject to Possible Redemption	$	107,569,550		$	7,430,450		$	115,000,000
Class A Ordinary Shares	$	117		$	(74	)	$	43
Additional Paid-in Capital		5,004,598			(5,004,598	)		—
Accumulated Deficit		(5,000	)		(2,425,778	)		(2,430,778	)
Total Shareholders’ Equity (Deficit)		5,000,003			(7,430,450	)		(2,430,447	)

Number of Class A ordinary shares subject to redemption		10,756,955			743,045			11,500,000

Balance sheet as of December 31, 2020
Class A Ordinary Shares Subject to Possible Redemption		107,483,710			7,516,290			115,000,000
Class A Ordinary Shares		118			(75	)		43
Additional Paid-in Capital		5,090,437			(5,090,437	)		—
Accumulated Deficit		(90,838	)		(2,425,778	)		(2,516,616	)
Total Shareholders’ Equity (Deficit)		5,000,005			(7,516,290	)		(2,516,285	)

Number of Class A ordinary shares subject to redemption		10,748,371			751,629			11,500,000

Statement of Operations for the period from August 13, 2020 (inception) to December 31, 2020
Net loss	$	(90,838	)	$	—		$	(90,838	)
Weighted average shares outstanding of Class A ordinary shares		11,500,000			(5,267,910	)		6,232,090
Basic and diluted income per share, Class A ordinary shares		0.00			(0.01	)		(0.01	)
Weighted average shares outstanding of Class B ordinary shares		2,920,522			(224,626	)		2,695,896
Basic and diluted net loss per share, Class B ordinary shares		(0.04	)		0.03			(0.01	)

Statement of Cash Flows for the period from August 13, 2020 (inception) to December 31, 2020
Initial classification of Class A ordinary shares subject to redemption		107,569,550			(107,569,550	)		—
Change in value of Class A ordinary shares subject to possible redemption		(85,840	)		85,840			—

	As Previously Reported			Adjustment			As Restated
Condensed Balance Sheet as of March 31, 2021 (Unaudited)
Class A ordinary shares subject to possible redemption	$	107,407,420		$	7,592,580		$	115,000,000
Class A ordinary shares	$	119		$	(76	)	$	43
Additional paid-in capital	$	5,166,726		$	(5,166,726	)	$	—
Accumulated deficit	$	(167,129	)	$	(2,425,778	)	$	(2,592,907	)
Total Shareholders’ Equity (Deficit)	$	5,000,004		$	(7,592,580	)	$	(2,592,576	)
Number of Class A ordinary shares subject to possible redemption		10,740,742			759,258			11,500,000

Condensed Balance Sheet as of June 30, 2021 (Unaudited)
Class A ordinary shares subject to possible redemption	$	107,255,090		$	7,744,910		$	115,000,000
Class A ordinary shares	$	120		$	(77	)	$	43
Additional paid-in capital	$	5,319,055		$	(5,319,055	)	$	—
Accumulated deficit	$	(319,462	)	$	(2,425,778	)	$	(2,745,240	)
Total Shareholders’ Equity (Deficit)	$	5,000,001		$	(7,744,910	)	$	(2,744,909	)
Number of Class A ordinary shares subject to possible redemption		10,725,509			774,491			11,500,000

Condensed Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited)
Weighted average shares outstanding, Class A ordinary shares		11,500,000			430,000			11,930,000
Basic and diluted net loss per share, Class A ordinary shares	$	—		$	(0.01	)	$	(0.01	)
Weighted average shares outstanding, Class B ordinary shares		3,305,000			(430,000	)		2,875,000
Basic and diluted net income (loss) per share, Class B ordinary shares	$	(0.03	)	$	0.02		$	(0.01	)

Condensed Statement of Operations for the Three Months Ended June 30, 2021 (Unaudited)
Weighted average shares outstanding, Class A ordinary shares		11,500,000			430,000			11,930,000
Basic and diluted net loss per share, Class A ordinary shares	$	—		$	(0.01	)	$	(0.01	)
Weighted average shares outstanding, Class B ordinary shares		3,305,000			(430,000	)		2,875,000
Basic and diluted net income (loss) per share, Class B ordinary shares	$	(0.05	)	$	0.04		$	(0.01	)

	As Previously Reported			Adjustment			As Restated
Condensed Statement of Operations for the Six Months Ended June 30, 2021 (Unaudited)
Weighted average shares outstanding, Class A ordinary shares		11,500,000			430,000			11,930,000
Basic and diluted net loss per share, Class A ordinary shares	$	—		$	(0.02	)	$	(0.02	)
Weighted average shares outstanding, Class B ordinary shares		3,305,000			(430,000	)		2,875,000
Basic and diluted net income (loss) per share, Class B ordinary shares	$	(0.08	)	$	0.06		$	(0.02	)

Condensed Statement of Shareholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (Unaudited)
Change in value of Class A ordinary shares to redemption	$	76,290		$	(76,290	)	$	—
Total Shareholders’ Equity (Deficit)	$	5,000,004		$	(7,592,578	)	$	(2,592,574	)

Condensed Statement of Shareholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 (Unaudited)
Change in value of Class A ordinary shares to redemption	$	152,330		$	(152,330	)	$	—
Total Shareholders’ Equity (Deficit)	$	5,000,001		$	(7,744,908	)	$	(2,744,907	)

Condensed Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited)
Non-Cash investing and financing activities:
Change in value of Class A ordinary shares subject to possible redemption	$	(76,290	)	$	76,290		$	—

Condensed Statement of Cash Flows for Six Months Ended June 30, 2021 (Unaudited)
Non-Cash investing and financing activities:
Change in value of Class A ordinary shares to possible redemption	$	(228,620	)	$	228,620		$	—

Summary of Significant Accounting Policies (Tables)

5 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Accounting Policies [Abstract]

Schedule of Class A ordinary shares reflected in the condensed balance sheets

Gross proceeds	$	115,000,000
Less:
Class A ordinary shares issuance costs		(6,750,445	)
Plus:
Accretion of carrying value to redemption value		6,750,445
Class A ordinary shares subject to possible redemption	$	115,000,000

Schedule of basic and diluted net loss per ordinary share

	For The Period From August 13, 2020 (inception) through December 31, 2020
	Class A			Class B
Basic and diluted net loss per ordinary share:
Numerator:
Allocation of net loss	$	(63,409	)	$	(27,429	)

Denominator:
Basic and diluted weighted average ordinary shares outstanding		6,232,090			2,695,896

Basic and diluted net loss per ordinary share	$	(0.01	)	$	(0.01	)

	Three Months Ended September 30, 2021						Nine Months Ended September 30, 2021						For the Period from August 13, 2020 (Inception) Through September 30, 2020
	Class A			Class B			Class A			Class B			Class A		Class B
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss, as adjusted	$	(1,685,772	)	$	(406,253	)	$	(1,869,999	)	$	(450,650	)	$	—	$	(5,000	)
Denominator:
Basic and diluted weighted average shares outstanding		11,930,000			2,875,000			11,930,000			2,875,000			—		2,500,000
Basic and diluted net loss per ordinary share	$	(0.14	)	$	(0.14	)	$	(0.16	)	$	(0.16	)	$	—	$	(0.00	)

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended	5 Months Ended	9 Months Ended
	Oct. 22, 2020	Dec. 31, 2020	Sep. 30, 2021
Description of Organization and Business Operations (Details) [Line Items]
Share price per share (in Dollars per share)	$ 10
Gross proceeds	$ 115,000,000
Sale of shares (in Shares)			430,000
Transaction costs		$ 6,750,447	$ 6,750,447
Underwriting fees		2,300,000	2,300,000
Deferred underwriting fees		4,025,000	4,025,000
Other offering costs		$ 425,447	$ 425,447
Net proceeds from sale of shares	$ 115,000,000
Fair market value, percentage		80.00%	80.00%
Acquires, percentage		50.00%	50.00%
Percentage of restricted redeeming shares		20.00%	20.00%
Public shares, percentage		100.00%	100.00%
Interest to pay dissolution expenses		$ 100,000	$ 100,000
Price per share (in Dollars per share)		$ (10)	$ (10)
Transaction agreement, description		In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes.	In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes.
Operating bank accounts		$ 1,300,000	$ 1,000,000
Working capital		1,500,000	900,000
Loan amount		300,000	$ 300,000
Net tangible assets		$ 5,000,001
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business combination, description		Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, subject to certain limitations as. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7).	Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, subject to certain limitations as. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7).
Redeem percentage		100.00%	100.00%
Sponsor [Member]
Description of Organization and Business Operations (Details) [Line Items]
Gross proceeds		$ 4,300,000	$ 4,300,000
Cash		25,000	25,000
IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued in transaction (in Shares)	11,500,000
Share price per share (in Dollars per share)	$ 10
Gross proceeds		$ 115,000,000	$ 115,000,000
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued in transaction (in Shares)	1,500,000
Share price per share (in Dollars per share)	$ 10
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Share price per share (in Dollars per share)		$ 10	$ 10
Sale of shares (in Shares)		430,000	430,000

Restatement of Previously Issued Financial Statements (Details) - Schedule of impact of the restatement on the company’s financial statements - USD ($)	3 Months Ended		5 Months Ended	6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Oct. 22, 2020
As Previously Reported [Member]
Condensed Financial Statements, Captions [Line Items]
Class A ordinary shares subject to possible redemption	$ 107,255,090	$ 107,407,420		$ 107,255,090
Class A ordinary shares	120	119		120
Additional paid-in capital	5,319,055	5,166,726	$ 5,090,437	5,319,055	$ 5,004,598
Accumulated deficit	(319,462)	(167,129)	(90,838)	(319,462)	(5,000)
Total Shareholders’ Equity (Deficit)	5,000,001	5,000,004	$ 5,000,005	5,000,001	5,000,003
Number of Class A ordinary shares subject to possible redemption	$ 10,725,509	$ 10,740,742		$ 10,725,509
Condensed Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited)
Weighted average shares outstanding, Class A ordinary shares (in Shares)	11,500,000	11,500,000		11,500,000
Basic and diluted net loss per share, Class A ordinary shares (in Dollars per share)
Weighted average shares outstanding, Class B ordinary shares (in Shares)	3,305,000	3,305,000	2,920,522	3,305,000
Basic and diluted net income (loss) per share, Class B ordinary shares (in Dollars per share)	$ (0.05)	$ (0.03)	$ 0	$ (0.08)
Condensed Statement of Shareholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (Unaudited)
Change in value of Class A ordinary shares to redemption	$ 152,330	$ 76,290
Total Shareholders’ Equity (Deficit)	5,000,001	5,000,004
Condensed Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited)
Change in value of Class A ordinary shares subject to possible redemption		(76,290)
Condensed Statement of Cash Flows for Six Months Ended June 30, 2021 (Unaudited)
Change in value of Class A ordinary shares to possible redemption				$ (228,620)
Adjustment [Member]
Condensed Financial Statements, Captions [Line Items]
Class A ordinary shares subject to possible redemption	7,744,910	7,592,580		7,744,910
Class A ordinary shares	(77)	(76)		(77)
Additional paid-in capital	(5,319,055)	(5,166,726)	$ (5,090,437)	(5,319,055)	(5,004,598)
Accumulated deficit	(2,425,778)	(2,425,778)	(2,425,778)	(2,425,778)	(2,425,778)
Total Shareholders’ Equity (Deficit)	(7,744,910)	(7,592,580)	$ (7,516,290)	(7,744,910)	(7,430,450)
Number of Class A ordinary shares subject to possible redemption	$ 774,491	$ 759,258		$ 774,491
Condensed Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited)
Weighted average shares outstanding, Class A ordinary shares (in Shares)	430,000	430,000		430,000
Basic and diluted net loss per share, Class A ordinary shares (in Dollars per share)	$ (0.01)	$ (0.01)		$ (0.02)
Weighted average shares outstanding, Class B ordinary shares (in Shares)	(430,000)	(430,000)	(224,626)	(430,000)
Basic and diluted net income (loss) per share, Class B ordinary shares (in Dollars per share)	$ 0.04	$ 0.02	$ (0.01)	$ 0.06
Condensed Statement of Shareholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (Unaudited)
Change in value of Class A ordinary shares to redemption	$ (152,330)	$ (76,290)
Total Shareholders’ Equity (Deficit)	(7,744,908)	(7,592,578)
Condensed Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited)
Change in value of Class A ordinary shares subject to possible redemption		76,290
Condensed Statement of Cash Flows for Six Months Ended June 30, 2021 (Unaudited)
Change in value of Class A ordinary shares to possible redemption				$ 228,620
As Restated [Member]
Condensed Financial Statements, Captions [Line Items]
Class A ordinary shares subject to possible redemption	115,000,000	115,000,000		115,000,000
Class A ordinary shares	43	43		43
Additional paid-in capital
Accumulated deficit	(2,745,240)	(2,592,907)	(2,516,616)	(2,745,240)	(2,430,778)
Total Shareholders’ Equity (Deficit)	(2,744,909)	(2,592,576)	$ (2,516,285)	(2,744,909)	$ (2,430,447)
Number of Class A ordinary shares subject to possible redemption	$ 11,500,000	$ 11,500,000		$ 11,500,000
Condensed Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited)
Weighted average shares outstanding, Class A ordinary shares (in Shares)	11,930,000	11,930,000		11,930,000
Basic and diluted net loss per share, Class A ordinary shares (in Dollars per share)	$ (0.01)	$ (0.01)		$ (0.02)
Weighted average shares outstanding, Class B ordinary shares (in Shares)	2,875,000	2,875,000	2,695,896	2,875,000
Basic and diluted net income (loss) per share, Class B ordinary shares (in Dollars per share)	$ (0.01)	$ (0.01)	$ (0.01)	$ (0.02)
Condensed Statement of Shareholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (Unaudited)
Change in value of Class A ordinary shares to redemption
Total Shareholders’ Equity (Deficit)	$ (2,744,907)	(2,592,574)
Condensed Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited)
Change in value of Class A ordinary shares subject to possible redemption
Condensed Statement of Cash Flows for Six Months Ended June 30, 2021 (Unaudited)
Change in value of Class A ordinary shares to possible redemption

Related Party Transactions (Details) - USD ($)		1 Months Ended		3 Months Ended		5 Months Ended	9 Months Ended
Related Party Transactions (Details) - USD ($)	Aug. 19, 2020	Oct. 22, 2020	Sep. 30, 2020	Sep. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2021
Related Party Transactions (Details) [Line Items]
Offering and formation costs	$ 25,000
Shares issued (in Shares)			30,000
Shares forfeiture (in Shares)			375,000
Administrative service expense		$ 10,000
Payments for Other Fees				$ 30,000			$ 90,000
Accrued expenses				$ 110,000		$ 20,000	$ 110,000
Due to Employees			$ 375,000
Accrued fees						20,000
Aggregate principal amount	$ 300,000
Outstanding under the promissory note						$ 58,063
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Transferred founder shares (in Shares)			30,000
Business combination [Member]
Related Party Transactions (Details) [Line Items]
Description of business combination						Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into Class A shares at a price of $10.00 per share. Such shares would be identical to the Private Placement Shares.	Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into shares at a price of $10.00 per share. Such shares would be identical to the Private Placement Shares.
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Transferred shares (in Shares)	3,593,750		2,875,000
Shareholder issued and outstanding shares percentage			20.00%
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Transferred shares (in Shares)			718,750
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Shares forfeiture (in Shares)			375,000
Class B Ordinary Shares [Member] \| Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Transferred shares (in Shares)	3,593,750				2,875,000
Class B Ordinary Shares [Member] \| Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Transferred shares (in Shares)					718,750
Class A Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Share price (in Dollars per share)				$ 12		$ 12	$ 12

Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued financial statements - USD ($)	3 Months Ended		5 Months Ended	6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Oct. 22, 2020
As Previously Reported [Member]
Condensed Financial Statements, Captions [Line Items]
Class A Ordinary Shares Subject to Possible Redemption			$ 107,483,710		$ 107,569,550
Class A Ordinary Shares			118		117
Additional Paid-in Capital	$ 5,319,055	$ 5,166,726	5,090,437	$ 5,319,055	5,004,598
Accumulated Deficit	(319,462)	(167,129)	(90,838)	(319,462)	(5,000)
Total Shareholders’ Equity (Deficit)	$ 5,000,001	$ 5,000,004	5,000,005	$ 5,000,001	5,000,003
Number of Class A ordinary shares subject to redemption			10,748,371		10,756,955
Statement of Operations for the period from August 13, 2020 (inception) to December 31, 2020
Net loss			$ (90,838)
Weighted average shares outstanding of Class A ordinary shares (in Shares)			11,500,000
Basic and diluted income per share, Class A ordinary shares (in Dollars per share)	$ (0.05)	$ (0.03)	$ 0	$ (0.08)
Weighted average shares outstanding of Class B ordinary shares (in Shares)	3,305,000	3,305,000	2,920,522	3,305,000
Basic and diluted net loss per share, Class B ordinary shares (in Dollars per share)			$ (0.04)
Statement of Cash Flows for the period from August 13, 2020 (inception) to December 31, 2020
Initial classification of Class A ordinary shares subject to redemption			$ 107,569,550
Change in value of Class A ordinary shares subject to possible redemption			(85,840)
Adjustments [Member]
Condensed Financial Statements, Captions [Line Items]
Class A Ordinary Shares Subject to Possible Redemption			7,516,290		7,430,450
Class A Ordinary Shares			(75)		(74)
Additional Paid-in Capital	$ (5,319,055)	$ (5,166,726)	(5,090,437)	$ (5,319,055)	(5,004,598)
Accumulated Deficit	(2,425,778)	(2,425,778)	(2,425,778)	(2,425,778)	(2,425,778)
Total Shareholders’ Equity (Deficit)	$ (7,744,910)	$ (7,592,580)	(7,516,290)	$ (7,744,910)	(7,430,450)
Number of Class A ordinary shares subject to redemption			751,629		743,045
Statement of Operations for the period from August 13, 2020 (inception) to December 31, 2020
Net loss
Weighted average shares outstanding of Class A ordinary shares (in Shares)			(5,267,910)
Basic and diluted income per share, Class A ordinary shares (in Dollars per share)	$ 0.04	$ 0.02	$ (0.01)	$ 0.06
Weighted average shares outstanding of Class B ordinary shares (in Shares)	(430,000)	(430,000)	(224,626)	(430,000)
Basic and diluted net loss per share, Class B ordinary shares (in Dollars per share)			$ 0.03
Statement of Cash Flows for the period from August 13, 2020 (inception) to December 31, 2020
Initial classification of Class A ordinary shares subject to redemption			$ (107,569,550)
Change in value of Class A ordinary shares subject to possible redemption			85,840
As Restated [Member]
Condensed Financial Statements, Captions [Line Items]
Class A Ordinary Shares Subject to Possible Redemption			115,000,000		115,000,000
Class A Ordinary Shares			43		43
Additional Paid-in Capital
Accumulated Deficit	(2,745,240)	(2,592,907)	(2,516,616)	(2,745,240)	(2,430,778)
Total Shareholders’ Equity (Deficit)	$ (2,744,909)	$ (2,592,576)	(2,516,285)	$ (2,744,909)	(2,430,447)
Number of Class A ordinary shares subject to redemption			11,500,000		$ 11,500,000
Statement of Operations for the period from August 13, 2020 (inception) to December 31, 2020
Net loss			$ (90,838)
Weighted average shares outstanding of Class A ordinary shares (in Shares)			6,232,090
Basic and diluted income per share, Class A ordinary shares (in Dollars per share)	$ (0.01)	$ (0.01)	$ (0.01)	$ (0.02)
Weighted average shares outstanding of Class B ordinary shares (in Shares)	2,875,000	2,875,000	2,695,896	2,875,000
Basic and diluted net loss per share, Class B ordinary shares (in Dollars per share)			$ (0.01)
Statement of Cash Flows for the period from August 13, 2020 (inception) to December 31, 2020
Initial classification of Class A ordinary shares subject to redemption
Change in value of Class A ordinary shares subject to possible redemption

Condensed Statements of Changes in Shareholders’ (Deficit) Equity (Parentheticals)	5 Months Ended
	Dec. 31, 2020 shares
Statement of Stockholders' Equity [Abstract]
Sale of private placement shares	430,000

Commitments and Contingencies (Details) - USD ($)	5 Months Ended	9 Months Ended
Commitments and Contingencies (Details) - USD ($)	Dec. 31, 2020	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Underwriting deferred fee, per share	$ 0.35	$ 0.35
Deferred underwriting fee	$ 4,025,000	$ 4,025,000

Fair Value Measurements (Details) - USD ($)	9 Months Ended
Fair Value Measurements (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Fair Value Measurements (Details) [Line Items]
Assets held in trust account	$ 115,040,353	$ 457
Interest Income	$ 14,917
Assets held in trust account cash		457
US Treasury Securities [Member]
Fair Value Measurements (Details) [Line Items]
Assets held in trust account		$ 115,014,460

Fair Value Measurements (Details) - Schedule of fair value of assets measured on recurring basis	Sep. 30, 2021 USD ($)
Level 1 [Member] \| Investments held in Trust Account [Member]
Fair Value Measurements (Details) - Schedule of fair value of assets measured on recurring basis [Line Items]
Investments held in Trust Account	$ 115,040,353

Subsequent Events (Details) - Subsequent Event [Member]	Oct. 04, 2021 USD ($) $ / shares shares
Subsequent Events (Details) [Line Items]
Subsequent events, description	(a) 360,000,000 by (b) the fully diluted shares of MoonLake prior to the Closing by (c) 10. Substantially all of the assets and business of MoonLake and the Company will be held by MoonLake as the operating company following the Closing. At the Closing, the Company will change its name to “MoonLake Immunotherapeutics.”
Class A Ordinary Shares [Member]
Subsequent Events (Details) [Line Items]
Number of shares subscribed \| shares	11,500,000
Price per share \| $ / shares	$ 10
Aggregate purchase price \| $	$ 115,000,000

Summary of Significant Accounting Policies (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Summary of Significant Accounting Policies (Details) [Line Items]
Federal depository insurance coverage	$ 250,000	$ 250,000
Offering cost		$ 6,750,447
Private placements shares (in Shares)	430,000
Private Placement [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Private placements shares (in Shares)	430,000	430,000
Class A Ordinary Shares [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Ordinary share subject to possible redemption	$ 11,500,000	$ 11,500,000

Summary of Significant Accounting Policies (Details) - Schedule of Class A ordinary shares reflected in the condensed balance sheets	9 Months Ended
	Sep. 30, 2021 USD ($)
Schedule of Class A ordinary shares reflected in the condensed balance sheets [Abstract]
Gross proceeds	$ 115,000,000
Less:
Class A ordinary shares issuance costs	(6,750,445)
Plus:
Accretion of carrying value to redemption value	6,750,445
Class A ordinary shares subject to possible redemption	$ 115,000,000

Initial Public Offering (Details) - USD ($)	5 Months Ended	9 Months Ended
Initial Public Offering (Details) - USD ($)	Dec. 31, 2020	Sep. 30, 2021
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Public shares	11,500,000	11,500,000
Share purchase price (in Dollars per share)	$ 10	$ 10
Gross proceeds (in Dollars)	$ 115,000,000	$ 115,000,000
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Public shares	1,500,000	1,500,000

Private Placement (Details) - Private Placement [Member] - USD ($)	5 Months Ended	9 Months Ended
	Dec. 31, 2020	Sep. 30, 2021
Private Placement (Details) [Line Items]
Aggregate of purchase shares	430,000	430,000
Share price per share	$ 10	$ 10
Aggregate purchase price	$ 4,300,000	$ 4,300,000

Shareholders’ Equity (Details) - $ / shares	5 Months Ended	9 Months Ended
Shareholders’ Equity (Details) - $ / shares	Dec. 31, 2020	Sep. 30, 2021
Shareholders’ Equity (Details) [Line Items]
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Shares conversion, percentage	20.00%
Voting rights, description	In a vote to continue the Company in a jurisdiction outside the Cayman Islands (which required the approval of at least two-thirds of the votes of all ordinary shares), holders of the Founder Shares will have ten votes for every Founder Share and holders of the Class A ordinary shares will have one vote for every Class A ordinary share.
Class A Ordinary Shares [Member]
Shareholders’ Equity (Details) [Line Items]
Ordinary shares, shares authorized	500,000,000	500,000,000
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares issued	430,000	430,000
Ordinary shares, shares outstanding	430,000	430,000
Shares subject to possible redemption		11,500,000
Shares conversion, percentage		20.00%
Common stock shares issued	11,930,000
Class B Ordinary Shares [Member]
Shareholders’ Equity (Details) [Line Items]
Ordinary shares, shares authorized	50,000,000	50,000,000
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares issued	2,875,000	2,875,000
Ordinary shares, shares outstanding	2,875,000	2,875,000

Fair Value Measurements (Details) - Schedule of fair value of held-to-maturity securities on a recurring basis - U.S. Treasury Securities (Matured on 1/21/21) [Member]	5 Months Ended
	Dec. 31, 2020 USD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Held-To-Maturity	U.S. Treasury Securities (Matured on 1/21/21)
Level 1 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Amortized Cost	$ 115,014,460
Gross Holding Gain	1,417
Fair Value	$ 115,015,877