0001193125-21-198826 | S-4/A | XBRL Viewer | Consonancehfw Acquisition Corp

Cover Page	3 Months Ended
Cover Page	Mar. 31, 2021
Document and Entity Information
Document Type	S-4/A
Entity Registrant Name	Consonance-HFW Acquisition Corp.
Amendment Description	AMENDMENT NO. 1
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001824893
Amendment Flag	true
Entity Address, State or Province	NJ

BALANCE SHEETS - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets
Cash	$ 774,931	$ 987,187
Prepaid expenses	633,825	790,341
Total Current Assets	1,408,756	1,777,528
Cash and marketable securities held in Trust Account	92,026,912	91,997,501
TOTAL ASSETS	93,435,668	93,775,029
Current liabilities
Accrued expenses	986,585	290,148
Total Current Liabilities	986,585	290,148
Warrant liability	2,601,180	3,404,014
Deferred underwriting fee payable	3,220,000	3,220,000
Total Liabilities	6,807,765	6,914,162
Commitments
Class A ordinary shares subject to possible redemption, 8,186,086 shares at redemption value	81,627,900	81,860,860
Stockholder's Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	7,354,918	7,121,960
Accumulated deficit	(2,355,292)	(2,122,328)
Total Stockholder's Equity	5,000,003	5,000,007
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	93,435,668	93,775,029
Current liabilities - accrued expenses		290,148
Class A ordinary
Stockholder's Equity
Common stock	147	145
Class B ordinary
Stockholder's Equity
Common stock	$ 230	$ 230

BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Temporary equity, shares outstanding	8,162,790	8,186,086
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A ordinary
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	350,000,000	350,000,000
Common shares, shares issued	1,471,210	1,447,914
Common shares, shares outstanding	1,471,210	1,447,914
Class B ordinary
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	150,000,000	150,000,000
Common shares, shares issued	2,300,000	2,300,000
Common shares, shares outstanding	2,300,000	2,300,000

STATEMENT OF OPERATIONS - USD ($)	3 Months Ended	4 Months Ended
STATEMENT OF OPERATIONS - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Formation and operational costs	$ 1,065,209	$ 438,756
Loss from operations	(1,065,209)	(438,756)
Other income:
Interest earned on marketable securities held in Trust Account	23,112	5,892
Transaction costs associated with initial public offering		(107,519)
Changes in fair value of warrant liability	802,834	(1,573,554)
Unrealized loss on marketable securities held in Trust Account	6,299	(8,391)
Other income	832,245	(1,683,572)
Net loss	(232,964)	(2,122,328)
Class A ordinary shares subject to possible
Other income:
Interest earned on marketable securities held in Trust Account		5,243
Unrealized loss on marketable securities held in Trust Account		$ (7,466)
Basic and diluted weighted average shares outstanding		8,181,335
Basic and diluted net loss per share		$ 0.00
Non-redeemable ordinary shares
Other income:
Net loss	$ (232,964)	$ (2,122,328)
Basic and diluted weighted average shares outstanding	3,747,914	2,461,095
Basic and diluted net loss per share	$ (0.07)	$ (0.86)
Class A ordinary shares subject to redemption
Other income:
Interest earned on marketable securities held in Trust Account	$ 20,507
Unrealized loss on marketable securities held in Trust Account	$ 5,589
Basic and diluted weighted average shares outstanding	8,186,086
Basic and diluted net loss per share	$ 0.00

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Total	Additional Paid-in Capital	Accumulated Deficit	Class A ordinary Common Stock	Class B ordinary Common Stock
Balance at the beginning at Aug. 20, 2020	$ 0	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Aug. 20, 2020				0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Aggregate purchase price	25,000	24,770			$ 230
Issuance of Class B ordinary shares to Sponsor(1) (in shares)					2,300,000
Sale of Units, net of underwriting discounts, offering costs and warrant liability	$ 86,113,691	86,112,771		$ 920
Sale of Units, net of underwriting discounts, offering costs and warrant liability (in shares)	9,200,000			9,200,000
Sale of Private Placement Units, net of warrant liability	$ 2,844,504	2,844,461		$ 43
Sale of Private Placement Units, net of warrant liability (in shares)				434,000
Class A ordinary shares subject to possible redemption	(81,860,860)	(81,860,042)		$ (818)
Class A ordinary shares subject to possible redemption (in shares)				(8,186,086)
Net loss	(2,122,328)		(2,122,328)
Balance at the end at Dec. 31, 2020	5,000,007	7,121,960	(2,122,328)	$ 145	$ 230
Balance at the end (in shares) at Dec. 31, 2020				1,447,914	2,300,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(232,964)		(232,964)
Balance at the end at Mar. 31, 2021	5,000,003	7,354,918	$ (2,355,292)	$ 147	$ 230
Balance at the end (in shares) at Mar. 31, 2021				1,471,210	2,300,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Change in value of Class A ordinary shares subject to redemption	$ 232,960	$ 232,958		$ 2
Change in value of Class A ordinary shares subject to redemption (in shares)				23,296

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical)	4 Months Ended
	Dec. 31, 2020 shares
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
Sale of Units, net of underwriting discounts, offering costs and warrant liability (in shares)	9,200,000
Sale of Private Placement Units, net of warrant liability	434,000

STATEMENT OF CASH FLOWS - USD ($)	3 Months Ended	4 Months Ended
STATEMENT OF CASH FLOWS - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Cash Flows from Operating Activities:
Net loss	$ (232,964)	$ (2,122,328)
Adjustments to reconcile net loss to net cash used in operating activities:
Payment of formation costs through issuance of Class B ordinary shares		4,961
Interest earned on marketable securities held in Trust Account	(23,112)	(5,892)
Change in fair value of warrant liability	(802,834)	1,573,554
Transaction costs in connection with the initial public offering		107,519
Unrealized gain on marketable securities held in Trust Account	(6,299)	8,391
Changes in operating assets and liabilities:
Prepaid expenses		(790,341)
Accrued expenses	696,437	290,148
Prepaid expenses and other current assets	156,516
Net cash used in operating activities	(212,256)	(933,988)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(92,000,000)
Net cash used in investing activities		(92,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		90,160,000
Proceeds from sale of Private Placement Units		4,340,000
Proceeds from promissory note - related party		147,753
Repayment of promissory note - related party		(147,753)
Payment of offering costs		(578,825)
Net cash provided by financing activities		93,921,175
Net Change in Cash	(212,256)	987,187
Cash – End of period	774,931	987,187
Non-Cash investing and financing activities:
Initial classification of Class A ordinary shares subject to possible redemption		72,522,937
Change in value of Class A ordinary shares subject to possible redemption	$ (232,960)	(2,429,850)
Initial classification of warrant liability		1,830,460
Offering costs paid directly by Sponsor from proceeds from issuance of Class B ordinary shares		20,039
Deferred underwriting fee payable		$ 3,220,000

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

3 Months Ended

4 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Consonance-HFW

Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 21, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes of completing 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 March 31, 2021, the Company had not commenced any operations. All activity through March 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. 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.

The registration statement for the Company’s Initial Public Offering became effective on November 18, 2020. On November 23, 2020, the Company consummated the Initial Public Offering of 8,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $80,000,000 which is described in Note 3.

Simultaneously with the consummation of the Initial Public Offering, the Company consummated the sale of 410,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to Consonance Life Sciences (the “Sponsor”), generating gross proceeds of $4,100,000, which is described in Note 4.

Following the consummation of the Initial Public Offering on November 23, 2020, an amount of $80,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act 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 meeting certain conditions of

Rule 2a-7

of the Investment Company Act, as determined by the Company, until the earlier 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.

On December 1, 2020, the underwriters fully exercised their over-allotment option, resulting in an additional 1,200,000 Units issued for an aggregate amount of $12,000,000. In connection with the underwriters’ full exercise of their over-allotment option, the Company also consummated the sale of an additional 24,000 Private Placement Units at $10.00 per Private Placement Unit, generating total proceeds of $12,240,000. A total of $12,000,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $92,000,000.

Transaction costs amounted to $5,658,864, consisting of $1,840,000 of underwriting fees, $2,800,000 of deferred underwriting fees and $598,864 of other offering costs.

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 Units, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriting commissions held in the Trust Account and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the 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. On April 15, 2021, the Company has entered into a Business Combination Agreement with Surrozen, Inc., see Note 10. Subsequent Events — Business Combination Agreement and PIPE Financing, however, There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

Risks and Uncertainties

Management continues to evaluate the impact of the

COVID-19

pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or effecting our Business Combination, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Consonance-HFW

As of December 31, 2020, the Company had not commenced any operations. All activity for the period from August 21, 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 will generate

non-operating

income in the form of interest income from the proceeds derived from the Initial Public Offering.

Note 4

Note 5.

Rule 2a-7

Transaction costs amounted to $5,658,864, consisting of $1,840,000 of underwriting fees, $3,220,000 of deferred underwriting fees and $598,864 of other offering costs.

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 Units, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriting commissions held in the Trust Account and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the 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.

Risks and Uncertainties

Management continues to evaluate the impact of the

COVID-19

pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

4 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. 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 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

for the year ended December 31, 2020 as filed with the SEC on May 14, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.

Emerging Growth Company

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

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement 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 the 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 revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future 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 March 31, 2021 and December 31, 2020.

Marketable Securities Held in Trust Account

At March 31, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills.

Warrant Liability

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional

paid-in

capital at the time of issuance or modification. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a

non-cash

gain or loss on the statements of operations. The fair value of the warrants was determined by using the publicly traded price on March 31, 2021 (see Note 9).

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. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the condensed financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC

740

also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s condensed financial statements and prescribes a recognition threshold and measurement process for condensed financial statement recognition and measurement of a tax position 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were

unrecognized tax benefits and

amounts accrued for interest and penalties as of March

2021

and December

2020

. 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 an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

Net Loss Per Ordinary Share

Net loss per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of

3,211,334 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s statement of operations includes a presentation of loss per share for ordinary shares subject to possible redemption in a manner similar to the

two-class

method of loss per share. Net loss per ordinary share, basic and diluted, for Class A ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of Class A ordinary shares subject to possible redemption outstanding since original issuance.

Net loss per share, basic and diluted, for

non-redeemable

ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Class A ordinary shares subject to possible redemption, by the weighted average number of

non-redeemable

ordinary shares outstanding for the period.

Non-redeemable

common stock includes Founder Shares and

non-redeemable

ordinary shares as these shares do not have any redemption features.

Non-redeemable

ordinary shares participate in the income or loss on marketable securities based on

non-redeemable

shares’ proportionate interest.

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


	Three Months Ended March 31, 2021
Class A ordinary Shares subject to possible redemption
Numerator: Earnings allocable to Class A ordinary shares subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	20,507
Unrealized gain on marketable securities held in Trust Account		5,589

Net income attributable	$	26,096

Denominator: Weighted Average Class A ordinary shares subject to possible redemption

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		8,186,086

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.00

Non-Redeemable Ordinary Shares
Numerator: Net Loss minus Net Earnings
Net loss	$	(232,964	)

Less: Net income allocable to Class A ordinary shares subject to possible redemption		(26,096	)

Non-Redeemable Net Loss	$	(259,060	)

Denominator: Weighted Average Non-redeemable ordinary shares
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares		3,747,914

Basic and diluted net loss per share, Non-redeemable ordinary shares	$	(0.07	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these 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 accompanying condensed balance sheets, primarily due to their short-term nature.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

•

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then

re-valued

at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or

non-current

based on whether or not

net-cash

settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

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.

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

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)

(“ASU

2020-06”)

to simplify accounting for certain financial instruments. ASU

2020-06

eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU

2020-06

amends the diluted earnings per share guidance, including the requirement to use the

if-converted

method for all instruments. ASU

2020-06

is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. 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.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (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.

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

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills.

Warrant Liability

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional

paid-in

capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a

non-cash

gain or loss on the statements of operations. The fair value of the warrants was estimated using a binomial lattice simulation methodology (see Note 9).

Class A Ordinary Shares Subject to Possible Redemption

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. 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 Share

Net income (loss) per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 3,211,334 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the

two-class

method of income (loss) per share. Net income (loss) per ordinary share, basic and diluted, for ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of ordinary shares subject to possible redemption outstanding since original issuance.

Net income (loss) per share, basic and diluted, for

non-redeemable

ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to ordinary shares subject to possible redemption, by the weighted average number of

non-redeemable

ordinary shares outstanding for the period.

Non-redeemable

ordinary shares include Founder Shares and

non-redeemable

ordinary shares as these shares do not have any redemption features.

Non-redeemable

ordinary shares participate in the income or loss on marketable securities based on

non-redeemable

shares’ proportionate interest.

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 21, 2020 (Inception) Through December 31, 2020
Ordinary shares subject to possible redemption
Numerator: Earnings allocable to Ordinary shares subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	5,243
Unrealized gain (loss) on marketable securities held in Trust Account		(7,466	)
Net income attributable to Class A ordinary shares subject to possible redemption	$	(2,223	)
Denominator: Weighted Average Class A ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		8,181,335
Basic and diluted net loss per share, Class A ordinary shares subject to possible redemption	$	0.00

Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(2,122,328	)
Add: Net loss allocable to Class A ordinary shares subject to possible redemption		2,223
Non-Redeemable Net Loss	$	(2,120,105	)
Denominator: Weighted Average Non-redeemable ordinary shares
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares		2,461,095
Basic and diluted net loss per share, Non-redeemable ordinary shares	$	(0.86	)

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 account.

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 accompanying 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 accompanying financial statements.

INITIAL PUBLIC OFFERING

3 Months Ended

4 Months Ended

Mar. 31, 2021

Dec. 31, 2020

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING

NOTE 3. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 9,200,000 Units, inclusive of 1,200,000 Units sold to the underwriters on December 1, 2020 upon the underwriters’ election to fully exercise their over-allotment option, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and

one-third

of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 8).

NOTE 4. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 8,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and

one-third

PRIVATE PLACEMENT

3 Months Ended

4 Months Ended

Mar. 31, 2021

Dec. 31, 2020

PRIVATE PLACEMENT

PRIVATE PLACEMENT

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the consummation of the Initial Public Offering, the Sponsor purchased an aggregate of 410,000 Private Placement Units at a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $4,100,000. On December 1, 2020, as a result of the underwriters’ election to fully exercise their over-allotment option, the Sponsor purchased an additional 24,000 Private Placement Units, at a price of $10.00 per Private Placement Unit, or $240,000 in the aggregate (see Note 8). Each Private Placement Unit consists of one Class A ordinary share (“Private Placement Share” or, collectively, “Private Placement Shares”) and

one-third

of one redeemable warrant (each, a “Private Placement Warrant”). Each whole Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). The proceeds from the sale of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Units and all underlying securities will expire worthless.

NOTE 5. PRIVATE PLACEMENT

Simultaneously with the consummation of the Initial Public Offering, the Sponsor purchased an aggregate of 410,000 Private Placement Units at a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $4,100,000. On December 1, 2020, as a result of the underwriters’ election to fully exercise their over-allotment option, the Sponsor purchased an additional 24,000 Private Placement Units, at a price of $10.00 per Private Placement Unit, or $240,000 in the aggregate. Each Private Placement Unit consists of one Class A ordinary share (“Private Placement Share” or, collectively, “Private Placement Shares”) and

one-third

RELATED PARTY TRANSACTIONS

3 Months Ended

4 Months Ended

Mar. 31, 2021

Dec. 31, 2020

RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On September 4, 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 October

2020

and November

2020

718,750

and

575,000

Class B ordinary shares were contributed back to the Company for

consideration, respectively, resulting in there being

2,300,000

Class B ordinary shares (the “Founder Shares”) being issued and outstanding. The Founder Shares include an aggregate of up to

300,000

shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will collectively represent

% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering (not including the Private Placement Shares). On December

2020

, the underwriters fully exercised their over-allotment option, therefore there are no Founder Shares subject to forfeiture.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur 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

capitalizations, 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, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Administrative Services Agreement

The Company entered into an agreement, commencing on November 18, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $55,000 per month for office space and administrative support services. For the period three months ended March 31, 2021, the Company incurred and paid $165,000 of such fees.

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 directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Units of the post-Business Combination entity at a price of $10.00 per Private Placement Unit. The Private Placement Units would be identical to the Units. As of March 31, 2021 and December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans.

NOTE 6. RELATED PARTY TRANSACTIONS

Founder Shares

On September 4, 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 October 8, 2020 and November 10, 2020, 718,750 and 575,000 Class B ordinary shares were contributed back to the Company for no consideration, respectively, resulting in there being 2,300,000 Class B ordinary shares (the “Founder Shares”) being issued and outstanding. The Founder Shares include an aggregate of up to 300,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering (not including the Private Placement Shares). On December 1, 2020, the underwriters fully exercised their over-allotment option, therefore there are no Founder Shares subject to forfeiture.

sub-divisions,

share capitalizations, 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, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Administrative Services Agreement

The Company entered into an agreement, commencing on November 18, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $55,000 per month for office space and administrative support services. For the period from August 21, 2020 (inception) through December 31, 2020, the Company incurred and paid $55,000 of such fees.

Promissory Note — Related Party

On September 4, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could 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, 2021 or (i) the consummation of the Initial Public Offering. The outstanding balance under the Promissory Note of $147,753 was repaid at the closing of the Initial Public Offering on November 23, 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 directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Units of the post-Business Combination entity at a price of $10.00 per Private Placement Unit. The Private Placement Units would be identical to the Units. As of December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans.

COMMITMENTS

3 Months Ended

4 Months Ended

Mar. 31, 2021

Dec. 31, 2020

COMMITMENTS

COMMITMENTS

NOTE 6. COMMITMENTS

Registration and Shareholder Rights

Pursuant to a registration rights agreement entered into on November 18, 2020, the holders of the Founder Shares, Private Placement Units (including securities contained therein) and warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Units and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable

lock-up

period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $3,220,000 in the aggregate (see Note 8). The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

NOTE 7. COMMITMENTS

Registration and Shareholder Rights

lock-up

Underwriting Agreement

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $3,220,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

STOCKHOLDERS' EQUITY

3 Months Ended

4 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' EQUITY

NOTE 7. STOCKHOLDERS’ EQUITY

Preference Shares

—

The Company is authorized to issue 1,000,000 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 March 31, 2021 and December 31, 2020, there were no preference shares issued or outstanding.

Class

A ordinary shares

—

The Company is authorized to issue 350,000,000 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 March 31, 2021 and December 31, 2020, there were 1,471,210 and 1,447,914 (excluding 8,162,790 and 8,186,086 shares subject to possible redemption) Class A ordinary shares issued and outstanding, respectively.

Class

B ordinary shares

—

The Company is authorized to issue 150,000,000 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 March 31, 2021 and December 31, 2020, there were 2,300,000 Class B ordinary shares issued and outstanding.

Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law.

The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of a Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an

as-converted

basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding (excluding the Private Placement Shares underlying the Private Placement Units) upon completion of the Initial Public Offering, plus (ii) the sum of 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, deemed issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, members of the Company’s founding team or any of their affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.

NOTE 8. SHAREHOLDERS’ EQUITY

Preference shares —

The Company is authorized to issue 1,000,000 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 350,000,000 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 1,447,914 Class A ordinary shares issued and outstanding, excluding 8,186,086 Class A ordinary shares subject to possible redemption.

Class

B ordinary shares —

The Company is authorized to issue 150,000,000 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 2,300,000 Class B ordinary shares issued and outstanding.

as-converted

WARRANT LIABILITY

3 Months Ended

4 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Stockholders' Equity Note [Abstract]

WARRANT LIABILITY

NOTE 8. WARRANT LIABILITY

Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.

The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; if the Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00

—Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants (except with respect to the Private Placement Warrants):

•

in whole and not in part;

•

at a price of $0.01 per Public Warrant;

•

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

•

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share

sub-divisions,

share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a

30-trading

day period ending on the third trading day prior to the date on which notice of the redemption is given to the warrant holders (the “Reference Value”).

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of Warrants When the Price per Class

A Ordinary Share Equals or Exceeds $10.00

—Once the warrants become exercisable, the Company may redeem the outstanding warrants:

•

in whole and not in part;

•

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that during such 30 day period holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the fair market value of the Class A ordinary shares, that if the warrants are not exercised on a cashless basis or otherwise during such 30 day period, the Company shall redeem such warrants for $0.10 per share;

•

if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day before the Company sends the notice of redemption to the warrant holders; and

•

if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $

9.20

per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to

115

% of the higher of the Market Value and the Newly Issued Price, and the $

10.00

and $

18.00

per share redemption trigger price will be adjusted (to the nearest cent) to be equal to

100

% and

180

% of the higher of the Market Value and the Newly Issued Price, respectively.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be

non-redeemable,

except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

NOTE 9. Warrants

Warrants —

one

year from the closing of the Initial Public Offering. The Public Warrants will expire

five

years from the completion of a Business Combination or earlier upon redemption or liquidation.

Redemption of Warrants When the Price per Class

A Ordinary Share Equals or Exceeds $18.00

— Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

•

in whole and not in part;

•

at a price of $0.01 per Public Warrant;

•

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

•

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share

sub-divisions,

share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a

30-trading

day period ending on the third trading day prior to the date on which notice of the redemption is given to the warrant holders (the “Reference Value”).

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of Warrants When the Price per Class

A Ordinary Share Equals or Exceeds $10.00

— Once the warrants become exercisable, the Company may redeem the outstanding warrants:

•

in whole and not in part;

•

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

non-redeemable,

FAIR VALUE MEASUREMENTS

3 Months Ended

4 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 9. FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are

re-measured

and reported at fair value at each reporting period, and

non-financial

assets and liabilities that are

re-measured

and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:


		Level 1:		Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

		Level 2:		Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

		Level 3:		Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description	Level		March 31, 2021		December 31, 2020
Assets:
Marketable securities held in Trust Account		1	$	92,026,912	$	91,997,501

Liabilities:
Warrant liability – Public Warrants		1	$	2,484,000	$	3,250,667
Warrant liability – Private Placement Warrants		3		117,180		153,347

The Warrants were accounted for as liabilities in accordance with ASC

815-40

and are presented within warrant liabilities on our balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations.

Both the Private Placement Warrants and the Public Warrants were initially valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. As of March 31, 2021, the Public Warrants were valued using the instrument’s publicly listed trading notice as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. The Private Warrants were valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates will be implied from the Company’s own public warrant pricing. A binomial lattice model methodology was also used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the Warrants from the Units, the close price of the Public Warrant price will be used as the fair value as of each relevant date.

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement			Public			Warrant Liabilities
Fair value as of January 1, 2021	$	153,347		$	3,250,667		$	3,404,014
Change in valuation inputs or other assumptions		(36,167	)		(766,667	)		(802,834	)

Fair value as of March 31, 2021	$	117,180		$	2,484,000		$	2,601,180

There were no transfers in or out of Level 3 from other levels in the fair value hierarchy.

NOTE

. FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are

re-measured

and reported at fair value at each reporting period, and

non-financial

assets and liabilities that are

re-measured

and reported at fair value at least annually.

Level 1:

Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:

Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets 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:


Description	Level		December 31, 2020
Assets:
Marketable securities held in Trust Account		1	$	91,997,501
Liabilities:
Warrant Liability – Public Warrants		1		3,250,667
Warrant Liability – Private Placement Warrants		3		153,347

The Warrants were accounted for as liabilities in accordance with ASC

815-40

and are presented within warrant liabilities on our consolidated balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations.

Initial Measurement

Both the Private Placement Warrants and the Public Warrants were initially valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates will be implied from the Company’s own public warrant pricing. A binomial lattice model methodology was also used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the Warrants from the Units, the close price of the Public Warrant price will be used as the fair value as of each relevant date.

The key inputs into the binomial lattice simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement:


Input	November 23, 2020 (Initial Measurement)			December 3 1 , 2020
Risk-free interest rate		0.4	%		0.4	%
Expected term (years)5		5			5
Expected volatility		12.0	%		16	%
Exercise price	$	11.50		$	11.50
Fair value of Units	$	9.81		$	10.12

On November 23, 2020, the Private Placement Warrants and Public Warrants were determined to be $.57 per warrant for aggregate values of $82,460 and $1,748,000, respectively (these values include the underwriters exercise of their overallotment option on December 1, 2020).

Subsequent Measurement

The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 31, 2020 is classified as Level 1 due to the use of an observable market quote in an active market.

As of December 31, 2020, the aggregate values of the Private Placement Warrants and Public Warrants were $153,347 and $3,250,667 million, respectively.

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement		Public		Warrant Liabilities
	$	—	$	—	$	—
Initial measurement on November 23, 2020		77,900		1,520,000		1,597,900
Change in valuation inputs or other assumptions		75,447		1,730,667		1,806,114
Fair value as of December 31, 2020	$	153,347	$	3,250,667	$	3,404,014

Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $1,597,900 during the period from November 23, 2020 through December 31, 2020.

- 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

SUBSEQUENT EVENTS

3 Months Ended

4 Months Ended

Mar. 31, 2021

Dec. 31, 2020

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, except as set forth below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

Business Combination Agreement and PIPE Financing

one-third

of one redeemable warrant for one share of the Company’s common stock (the “PIPE Warrants”), for a purchase price of $10.00 per unit (the “PIPE Units”), for aggregate gross proceeds of $120,200,000 (the “PIPE Financing”). Each whole PIPE Warrant entitles the holder thereof to purchase one share of the Company’s common stock at a price of $11.50 per share, subject to adjustment as described in the form of warrant agreement attached to the form of Subscription Agreement, and only whole PIPE Warrants will be exercisable. The PIPE Warrants have substantially the same provisions as the public warrants issued in connection with the Company’s initial public offering. The securities to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act.

NOTE 11. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, except as noted in footnote 2

and as set forth below

, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Business Combination Agreement and PIPE Financing

On April 15, 2021, the Company entered into a business combination agreement with Surrozen, Inc. (“Surrozen”), pursuant to which a wholly-owned subsidiary of the Company will merge with and into Surrozen, with Surrozen surviving as a wholly-owned subsidiary of the Company and the Company will redomicile as a Delaware corporation. In accordance with the terms and subject to the conditions of the Business Combination Agreement, each share and equity award (whether vested or unvested) of Surrozen outstanding as of closing will be exchanged for shares of the Company’s common stock or comparable equity awards that are settled or are exercisable for shares of the Company’s common stock, as applicable, based on an implied Surrozen equity value of $200,000,000 and a $10.00 per share value of the Company’s Common Stock. In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, the Company entered into Subscription Agreements with certain investors (the “Subscription Agreements” and such investors, the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and the Company has agreed to issue and sell to the PIPE Investors, an aggregate of 12,020,000 units, each consisting of one share of the Company’s common stock and one-third of one redeemable warrant for one share of the Company’s common stock (the “PIPE Warrants”), for a purchase price of $10.00 per unit (the “PIPE Units”), for aggregate gross proceeds of $120,200,000 (the “PIPE Financing”). Each whole PIPE Warrant entitles the holder thereof to purchase one share of the Company’s common stock at a price of $11.50 per share, subject to adjustment as described in the form of warrant agreement attached to the form of Subscription Agreement, and only whole PIPE Warrants will be exercisable. The PIPE Warrants have substantially the same provisions as the public warrants issued in connection with the Company’s initial public offering. The securities to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act.

(As of May 14, 2021)

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

4 Months Ended

Dec. 31, 2020

Restatement [Abstract]

Restatement Of Previously Issued Financial Statements

NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of ordinary shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”).

In connection with the audit of the Company’s financial statements for the period ended December 31, 2020, the Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic

815-40,

Contracts in Entity’s Own Equity. ASC

Section 815-40-15

addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC

Section 815-40-15,

a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s ordinary shares in the manner contemplated by ASC

Section 815-40-15

because the holder of the instrument is not an input into the pricing of a

fixed-for-fixed

option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, concluded the tender offer provision included in the warrant agreement fails the “classified in shareholders’ equity” criteria as contemplated by ASC

Section 815-40-25.

As a result of the above, the Company should have classified the warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period.

The Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses, cash or investments held in the trust account.


	As
	Previously						As
	Reported			Adjustments			Restated
Balance sheet as of November 23, 2020 (audited)
Warrant Liability	$	—		$	1,598,233		$	1,598,233
Total Liabilities		3,167,722			1,598,233			4,765,955
Ordinary Shares Subject to Possible Redemption		74,121,170			(1,598,233	)		72,522,937
Class A Ordinary Shares		100			18			118
Additional Paid-in Capital		5,004,636			107,501			5,112,137
Accumulated Deficit		(4,961	)		(107,519	)		(112,480	)
Balance sheet as of December 31, 2020 (audited)
Warrant Liability	$	—		$	3,404,014		$	3,404,014
Total Liabilities		3,510,148			3,404,014			6,914,162
Ordinary Shares Subject to Possible Redemption		85,264,880			(3,404,020	)		81,860,860
Class A Ordinary Shares		111			34			145
Additional Paid-in Capital		5,440,915			1,681,045			7,121,960
Accumulated Deficit		(441,255	)		(1,681,073	)		(2,122,328	)
Shareholders’ Equity		5,000,001			6			5,000,007
Period from August 20, 2020 (inception) to December 31, 2020 (audited)
Change in fair value of warrant liability	$	—		$	1,573,554		$	1,573,554
Allocation of initial public offering costs		—			107,519			107,519
Net loss		(441,255	)		(1,681,073	)		(2,122,328	)
Weighted average shares outstanding of Class A redeemable ordinary shares		8,326,328			(144,993	)		8,181,335
Weighted average shares outstanding of Class B non-redeemable ordinary shares		2,414,403			46,692			2,461,095
Basic and diluted net loss per share, Class B		(0.18	)		(0.68	)		(0.86	)
Cash Flow Statement for the Period from August 20, 2020 (inception) to December 31, 2020 (audited)
Net loss	$	(441,255	)	$	(1,681,073	)	$	(2,122,328	)
Allocation of initial public offering costs		—			107,519			107,519
Change in fair value of warrant liability		—			1,573,554			1,573,554
Initial classification of warrant liability		—			1,830,460			1,830,460
Initial classification of common stock subject to possible redemption		74,121,170			(1,598,233	)		72,522,937
Change in value of common stock subject to possible redemption		(436,290	)		(1,993,560	)		(2,429,850	)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

4 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation

10-Q

and Article 8 of Regulation

S-X

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form

10-K/A

Basis of Presentation

Emerging Growth Company

non-emerging

Emerging Growth Company

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

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

At March 31, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills.

Marketable Securities Held in Trust Account

At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills.

Warrant Liability

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional

paid-in

non-cash

gain or loss on the statements of operations. The fair value of the warrants was determined by using the publicly traded price on March 31, 2021 (see Note 9).

Warrant Liability

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional

paid-in

non-cash

gain or loss on the statements of operations. The fair value of the warrants was estimated using a binomial lattice simulation methodology (see Note 9).

Class A Ordinary Shares Subject to Possible Redemption

Income Taxes

ASC

740

more-likely-than-not

to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were

unrecognized tax benefits and

amounts accrued for interest and penalties as of March

2021

and December

2020

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

more-likely-than-not

Net Loss Per Ordinary Share

The Company’s statement of operations includes a presentation of loss per share for ordinary shares subject to possible redemption in a manner similar to the

two-class

Net loss per share, basic and diluted, for

non-redeemable

ordinary shares outstanding for the period.

Non-redeemable

common stock includes Founder Shares and

non-redeemable

ordinary shares as these shares do not have any redemption features.

Non-redeemable

ordinary shares participate in the income or loss on marketable securities based on

non-redeemable

shares’ proportionate interest.

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


	Three Months Ended March 31, 2021
Class A ordinary Shares subject to possible redemption
Numerator: Earnings allocable to Class A ordinary shares subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	20,507
Unrealized gain on marketable securities held in Trust Account		5,589

Net income attributable	$	26,096

Denominator: Weighted Average Class A ordinary shares subject to possible redemption

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		8,186,086

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.00

Non-Redeemable Ordinary Shares
Numerator: Net Loss minus Net Earnings
Net loss	$	(232,964	)

Less: Net income allocable to Class A ordinary shares subject to possible redemption		(26,096	)

Non-Redeemable Net Loss	$	(259,060	)

Denominator: Weighted Average Non-redeemable ordinary shares
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares		3,747,914

Basic and diluted net loss per share, Non-redeemable ordinary shares	$	(0.07	)

Net Income (Loss) Per Share

The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the

two-class

Net income (loss) per share, basic and diluted, for

non-redeemable

ordinary shares outstanding for the period.

Non-redeemable

ordinary shares include Founder Shares and

non-redeemable

ordinary shares as these shares do not have any redemption features.

Non-redeemable

ordinary shares participate in the income or loss on marketable securities based on

non-redeemable

shares’ proportionate interest.

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 21, 2020 (Inception) Through December 31, 2020
Ordinary shares subject to possible redemption
Numerator: Earnings allocable to Ordinary shares subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	5,243
Unrealized gain (loss) on marketable securities held in Trust Account		(7,466	)
Net income attributable to Class A ordinary shares subject to possible redemption	$	(2,223	)
Denominator: Weighted Average Class A ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		8,181,335
Basic and diluted net loss per share, Class A ordinary shares subject to possible redemption	$	0.00

Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(2,122,328	)
Add: Net loss allocable to Class A ordinary shares subject to possible redemption		2,223
Non-Redeemable Net Loss	$	(2,120,105	)
Denominator: Weighted Average Non-redeemable ordinary shares
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares		2,461,095
Basic and diluted net loss per share, Non-redeemable ordinary shares	$	(0.86	)

Concentration of Credit Risk

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 accompanying balance sheet, primarily due to their short-term nature.

Fair Value Measurements

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Derivative Financial Instruments

re-valued

non-current

based on whether or not

net-cash

settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

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)

(“ASU

2020-06”)

to simplify accounting for certain financial instruments. ASU

2020-06

amends the diluted earnings per share guidance, including the requirement to use the

if-converted

method for all instruments. ASU

2020-06

would have on its financial position, results of operations or cash flows.

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 accompanying financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

4 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Accounting Policies [Abstract]

Schedule of basic and diluted 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 March 31, 2021
Class A ordinary Shares subject to possible redemption
Numerator: Earnings allocable to Class A ordinary shares subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	20,507
Unrealized gain on marketable securities held in Trust Account		5,589

Net income attributable	$	26,096

Denominator: Weighted Average Class A ordinary shares subject to possible redemption

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		8,186,086

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.00

Non-Redeemable Ordinary Shares
Numerator: Net Loss minus Net Earnings
Net loss	$	(232,964	)

Less: Net income allocable to Class A ordinary shares subject to possible redemption		(26,096	)

Non-Redeemable Net Loss	$	(259,060	)

Denominator: Weighted Average Non-redeemable ordinary shares
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares		3,747,914

Basic and diluted net loss per share, Non-redeemable ordinary shares	$	(0.07	)

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 21, 2020 (Inception) Through December 31, 2020
Ordinary shares subject to possible redemption
Numerator: Earnings allocable to Ordinary shares subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	5,243
Unrealized gain (loss) on marketable securities held in Trust Account		(7,466	)
Net income attributable to Class A ordinary shares subject to possible redemption	$	(2,223	)
Denominator: Weighted Average Class A ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		8,181,335
Basic and diluted net loss per share, Class A ordinary shares subject to possible redemption	$	0.00

Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(2,122,328	)
Add: Net loss allocable to Class A ordinary shares subject to possible redemption		2,223
Non-Redeemable Net Loss	$	(2,120,105	)
Denominator: Weighted Average Non-redeemable ordinary shares
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares		2,461,095
Basic and diluted net loss per share, Non-redeemable ordinary shares	$	(0.86	)

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)

4 Months Ended

Dec. 31, 2020

Restatement [Abstract]

Summary of restatement of previously issued financial statements


	As
	Previously						As
	Reported			Adjustments			Restated
Balance sheet as of November 23, 2020 (audited)
Warrant Liability	$	—		$	1,598,233		$	1,598,233
Total Liabilities		3,167,722			1,598,233			4,765,955
Ordinary Shares Subject to Possible Redemption		74,121,170			(1,598,233	)		72,522,937
Class A Ordinary Shares		100			18			118
Additional Paid-in Capital		5,004,636			107,501			5,112,137
Accumulated Deficit		(4,961	)		(107,519	)		(112,480	)
Balance sheet as of December 31, 2020 (audited)
Warrant Liability	$	—		$	3,404,014		$	3,404,014
Total Liabilities		3,510,148			3,404,014			6,914,162
Ordinary Shares Subject to Possible Redemption		85,264,880			(3,404,020	)		81,860,860
Class A Ordinary Shares		111			34			145
Additional Paid-in Capital		5,440,915			1,681,045			7,121,960
Accumulated Deficit		(441,255	)		(1,681,073	)		(2,122,328	)
Shareholders’ Equity		5,000,001			6			5,000,007
Period from August 20, 2020 (inception) to December 31, 2020 (audited)
Change in fair value of warrant liability	$	—		$	1,573,554		$	1,573,554
Allocation of initial public offering costs		—			107,519			107,519
Net loss		(441,255	)		(1,681,073	)		(2,122,328	)
Weighted average shares outstanding of Class A redeemable ordinary shares		8,326,328			(144,993	)		8,181,335
Weighted average shares outstanding of Class B non-redeemable ordinary shares		2,414,403			46,692			2,461,095
Basic and diluted net loss per share, Class B		(0.18	)		(0.68	)		(0.86	)
Cash Flow Statement for the Period from August 20, 2020 (inception) to December 31, 2020 (audited)
Net loss	$	(441,255	)	$	(1,681,073	)	$	(2,122,328	)
Allocation of initial public offering costs		—			107,519			107,519
Change in fair value of warrant liability		—			1,573,554			1,573,554
Initial classification of warrant liability		—			1,830,460			1,830,460
Initial classification of common stock subject to possible redemption		74,121,170			(1,598,233	)		72,522,937
Change in value of common stock subject to possible redemption		(436,290	)		(1,993,560	)		(2,429,850	)

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

4 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Schedule of company's assets that are measured at fair value on a recurring basis


Description	Level		March 31, 2021		December 31, 2020
Assets:
Marketable securities held in Trust Account		1	$	92,026,912	$	91,997,501

Liabilities:
Warrant liability – Public Warrants		1	$	2,484,000	$	3,250,667
Warrant liability – Private Placement Warrants		3		117,180		153,347


Description	Level		December 31, 2020
Assets:
Marketable securities held in Trust Account		1	$	91,997,501
Liabilities:
Warrant Liability – Public Warrants		1		3,250,667
Warrant Liability – Private Placement Warrants		3		153,347

Summary of key Inputs into the Binomial Lattice Simulation Model for the Private Placement Warrants and Public Warrants

The key inputs into the binomial lattice simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement:


Input	November 23, 2020 (Initial Measurement)			December 3 1 , 2020
Risk-free interest rate		0.4	%		0.4	%
Expected term (years)5		5			5
Expected volatility		12.0	%		16	%
Exercise price	$	11.50		$	11.50
Fair value of Units	$	9.81		$	10.12

Summary of fair value of the warrant liabilities

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement			Public			Warrant Liabilities
Fair value as of January 1, 2021	$	153,347		$	3,250,667		$	3,404,014
Change in valuation inputs or other assumptions		(36,167	)		(766,667	)		(802,834	)

Fair value as of March 31, 2021	$	117,180		$	2,484,000		$	2,601,180

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement		Public		Warrant Liabilities
	$	—	$	—	$	—
Initial measurement on November 23, 2020		77,900		1,520,000		1,597,900
Change in valuation inputs or other assumptions		75,447		1,730,667		1,806,114
Fair value as of December 31, 2020	$	153,347	$	3,250,667	$	3,404,014

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)			3 Months Ended	4 Months Ended
	Dec. 01, 2020 USD ($) $ / shares shares	Nov. 23, 2020 USD ($) $ / shares shares	Mar. 31, 2021 USD ($) $ / shares	Dec. 31, 2020 USD ($) $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Condition for future business combination number of businesses minimum				1
Sale of Units, net of underwriting discounts \| shares				9,200,000
Proceeds from issuance of units	$ 12,240,000			$ 86,113,691
Assets Held-in-trust	92,000,000
Additions to assets held in trust	$ 12,000,000
Transaction Costs			$ 5,658,864	5,658,864
Underwriting fees			1,840,000	1,840,000
Deferred underwriting fee payable			3,220,000	3,220,000
Other offering costs			$ 598,864	$ 598,864
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account			80.00%	80.00%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination			50.00%	50.00%
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts \| shares	9,200,000	8,000,000
Share price \| $ / shares		$ 10.00	$ 10.00	$ 10.00
Proceeds from issuance of units		$ 80,000,000
Assets Held-in-trust		$ 80,000,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts \| shares	24,000	410,000
Share price \| $ / shares	$ 10.00	$ 10.00
Proceeds from issuance of units	$ 240,000	$ 4,100,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts \| shares	1,200,000
Proceeds from issuance of units	$ 12,000,000

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Additional Information (Details)	4 Months Ended
	Dec. 31, 2020
Restatement [Abstract]
Percentage of minimum acceptance of shareholders of tender offer provision	50.00%

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Summary of restatement of previously issued financial statements (Details) - USD ($)	3 Months Ended	4 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2020	Nov. 23, 2020	Aug. 20, 2020
Prior Period Restatement Of Balance Sheet [Abstract]
Warrant liability	$ 2,601,180	$ 3,404,014	$ 3,404,014
Total Liabilities	6,807,765	6,914,162	6,914,162
Ordinary Shares Subject to Possible Redemption	81,627,900	81,860,860	81,860,860
Additional paid-in capital	7,354,918	7,121,960	7,121,960
Accumulated deficit	(2,355,292)	(2,122,328)	(2,122,328)
Shareholders' Equity	5,000,003	5,000,007	5,000,007		$ 0
Prior Period Adjustment Restatement of Statement Of Operations [Abstract]
Change in fair value of warrant liability	(802,834)	1,573,554
Net loss	(232,964)	(2,122,328)
Prior Period Adjustment Restatement Of Statement Of Cash Flows [Abstract]
Net loss	(232,964)	(2,122,328)
Change in fair value of warrant liability	(802,834)	1,573,554
Initial classification of warrant liability		1,830,460
Initial classification of common stock subject to possible redemption		72,522,937
Change in value of common stock subject to possible redemption	(232,960)	(2,429,850)
Class A ordinary
Prior Period Restatement Of Balance Sheet [Abstract]
Class A Ordinary Shares	147	$ 145	145
Class A ordinary shares subject to possible
Prior Period Adjustment Restatement of Statement Of Operations [Abstract]
weighted average shares outstanding		8,181,335
Basic and diluted net loss per share		$ 0.00
Non-redeemable ordinary shares
Prior Period Adjustment Restatement of Statement Of Operations [Abstract]
Net loss	$ (232,964)	$ (2,122,328)
weighted average shares outstanding	3,747,914	2,461,095
Basic and diluted net loss per share	$ (0.07)	$ (0.86)
Prior Period Adjustment Restatement Of Statement Of Cash Flows [Abstract]
Net loss	$ (232,964)	$ (2,122,328)
As Previously Reported
Prior Period Restatement Of Balance Sheet [Abstract]
Total Liabilities		3,510,148	3,510,148	$ 3,167,722
Ordinary Shares Subject to Possible Redemption		85,264,880	85,264,880	74,121,170
Additional paid-in capital		5,440,915	5,440,915	5,004,636
Accumulated deficit		(441,255)	(441,255)	(4,961)
Shareholders' Equity		5,000,001	5,000,001
Prior Period Adjustment Restatement of Statement Of Operations [Abstract]
Net loss			(441,255)
Prior Period Adjustment Restatement Of Statement Of Cash Flows [Abstract]
Net loss			(441,255)
Initial classification of common stock subject to possible redemption			74,121,170
Change in value of common stock subject to possible redemption			(436,290)
As Previously Reported \| Class A ordinary
Prior Period Restatement Of Balance Sheet [Abstract]
Class A Ordinary Shares		111	$ 111	100
As Previously Reported \| Class A ordinary shares subject to possible
Prior Period Adjustment Restatement of Statement Of Operations [Abstract]
weighted average shares outstanding			8,326,328
As Previously Reported \| Non-redeemable ordinary shares
Prior Period Adjustment Restatement of Statement Of Operations [Abstract]
weighted average shares outstanding			2,414,403
Basic and diluted net loss per share			$ (0.18)
Adjustments
Prior Period Restatement Of Balance Sheet [Abstract]
Warrant liability		3,404,014	$ 3,404,014	1,598,233
Total Liabilities		3,404,014	3,404,014	1,598,233
Ordinary Shares Subject to Possible Redemption		(3,404,020)	(3,404,020)	(1,598,233)
Additional paid-in capital		1,681,045	1,681,045	107,501
Accumulated deficit		(1,681,073)	(1,681,073)	(107,519)
Shareholders' Equity		6	6
Prior Period Adjustment Restatement of Statement Of Operations [Abstract]
Change in fair value of warrant liability			1,573,554
Allocation of initial public offering costs			107,519
Net loss			(1,681,073)
Prior Period Adjustment Restatement Of Statement Of Cash Flows [Abstract]
Net loss			(1,681,073)
Allocation of initial public offering costs			107,519
Change in fair value of warrant liability			1,573,554
Initial classification of warrant liability			1,830,460
Initial classification of common stock subject to possible redemption			(1,598,233)
Change in value of common stock subject to possible redemption			(1,993,560)
Adjustments \| Class A ordinary
Prior Period Restatement Of Balance Sheet [Abstract]
Class A Ordinary Shares		34	$ 34	18
Adjustments \| Class A ordinary shares subject to possible
Prior Period Adjustment Restatement of Statement Of Operations [Abstract]
weighted average shares outstanding			(144,993)
Adjustments \| Non-redeemable ordinary shares
Prior Period Adjustment Restatement of Statement Of Operations [Abstract]
weighted average shares outstanding			46,692
Basic and diluted net loss per share			$ (0.68)
As Restated
Prior Period Restatement Of Balance Sheet [Abstract]
Warrant liability		3,404,014	$ 3,404,014	1,598,233
Total Liabilities		6,914,162	6,914,162	4,765,955
Ordinary Shares Subject to Possible Redemption		81,860,860	81,860,860	72,522,937
Additional paid-in capital		7,121,960	7,121,960	5,112,137
Accumulated deficit		(2,122,328)	(2,122,328)	(112,480)
Shareholders' Equity		5,000,007	5,000,007
Prior Period Adjustment Restatement of Statement Of Operations [Abstract]
Change in fair value of warrant liability			1,573,554
Allocation of initial public offering costs			107,519
Net loss			(2,122,328)
Prior Period Adjustment Restatement Of Statement Of Cash Flows [Abstract]
Net loss			(2,122,328)
Allocation of initial public offering costs			107,519
Change in fair value of warrant liability			1,573,554
Initial classification of warrant liability			1,830,460
Initial classification of common stock subject to possible redemption			72,522,937
Change in value of common stock subject to possible redemption			(2,429,850)
As Restated \| Class A ordinary
Prior Period Restatement Of Balance Sheet [Abstract]
Class A Ordinary Shares		$ 145	$ 145	$ 118
As Restated \| Class A ordinary shares subject to possible
Prior Period Adjustment Restatement of Statement Of Operations [Abstract]
weighted average shares outstanding			8,181,335
As Restated \| Non-redeemable ordinary shares
Prior Period Adjustment Restatement of Statement Of Operations [Abstract]
weighted average shares outstanding			2,461,095
Basic and diluted net loss per share			$ (0.86)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Unrecognized tax benefits	$ 0	$ 0
Amounts accrued for the payment of interest and penalties	0	0
Federal Depository Insurance Coverage	$ 250,000	$ 250,000
Number of warrants to purchase shares issued		434,000
Initial Public Offering and private placement
Number of warrants to purchase shares issued	3,211,334	3,211,334

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basic and diluted net income (loss) per ordinary share (Details) - USD ($)	3 Months Ended	4 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Net loss	$ (232,964)	$ (2,122,328)
Interest earned on marketable securities held in Trust Account	23,112	5,892
Unrealized gain (loss) on marketable securities held in Trust Account	6,299	(8,391)
Class A ordinary Shares subject to possible redemption
Interest earned on marketable securities held in Trust Account	20,507
Unrealized gain (loss) on marketable securities held in Trust Account	5,589
Net income (loss) attributable to holder	$ 26,096
Basic and diluted weighted average shares outstanding	8,186,086
Basic and diluted net loss per share	$ 0.00
Non-redeemable ordinary shares
Net loss	$ (232,964)	(2,122,328)
Less: Net income allocable to Class A ordinary shares subject to possible redemption	(26,096)	2,223
Net income (loss) attributable to holder	$ (259,060)	$ (2,120,105)
Basic and diluted weighted average shares outstanding	3,747,914	2,461,095
Basic and diluted net loss per share	$ (0.07)	$ (0.86)
Class A ordinary shares subject to possible
Interest earned on marketable securities held in Trust Account		$ 5,243
Unrealized gain (loss) on marketable securities held in Trust Account		(7,466)
Net income (loss) attributable to holder		$ (2,223)
Basic and diluted weighted average shares outstanding		8,181,335
Basic and diluted net loss per share		$ 0.00

INITIAL PUBLIC OFFERING (Details) - USD ($)			4 Months Ended
INITIAL PUBLIC OFFERING (Details) - USD ($)	Dec. 01, 2020	Nov. 23, 2020	Dec. 31, 2020	Mar. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Sale of Units (in shares)			9,200,000
Proceeds from issuance of units	$ 12,240,000		$ 86,113,691
Additions to assets held in trust	12,000,000
Assets Held-in-trust	$ 92,000,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of Units (in shares)	9,200,000	8,000,000
Share price		$ 10.00	$ 10.00	$ 10.00
Proceeds from issuance of units		$ 80,000,000
Assets Held-in-trust		$ 80,000,000
Initial Public Offering \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Shares per unit		1
Warrants per unit		0.33
Shares per warrant		1
Exercise price of warrants		$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Units (in shares)	1,200,000
Proceeds from issuance of units	$ 12,000,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Sale of Units (in shares)	24,000	410,000
Share price	$ 10.00	$ 10.00
Shares per unit	1
Proceeds from issuance of units	$ 240,000	$ 4,100,000

PRIVATE PLACEMENT (Details) - USD ($)			4 Months Ended
PRIVATE PLACEMENT (Details) - USD ($)	Dec. 01, 2020	Nov. 23, 2020	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Sale of Units (in shares)			9,200,000
Proceeds from issuance of units	$ 12,240,000		$ 86,113,691
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Warrants per unit	1
Exercise price of warrant	$ 11.50		$ 11.50
Private Placement
Subsidiary, Sale of Stock [Line Items]
Sale of Units (in shares)	24,000	410,000
Share price	$ 10.00	$ 10.00
Proceeds from issuance of units	$ 240,000	$ 4,100,000
Shares per unit	1
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Warrants per unit	0.33

RELATED PARTY TRANSACTIONS - Founder Shares (Details)				3 Months Ended	4 Months Ended
RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Nov. 10, 2020 USD ($) shares	Oct. 08, 2020 USD ($) shares	Sep. 04, 2020 USD ($) item $ / shares shares	Mar. 31, 2021 shares	Dec. 31, 2020 USD ($) shares
Related Party Transaction [Line Items]
Aggregate purchase price \| $					$ 25,000
Class B ordinary
Related Party Transaction [Line Items]
Common shares, shares issued (in shares)				2,300,000	2,300,000
Common shares, shares outstanding (in shares)				2,300,000	2,300,000
Class A ordinary
Related Party Transaction [Line Items]
Common shares, shares issued (in shares)				1,471,210	1,447,914
Common shares, shares outstanding (in shares)				1,471,210	1,447,914
Founder Shares \| Class B ordinary
Related Party Transaction [Line Items]
Stock repurchased during the period \| $	$ 0	$ 0
Stock repurchased during the period ( in shares)	575,000	718,750
Common shares, shares issued (in shares)			2,300,000
Common shares, shares outstanding (in shares)			2,300,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders				20.00%	20.00%
Founder Shares \| Sponsor
Related Party Transaction [Line Items]
Shares subject to forfeiture				300,000	300,000
Founder Shares \| Sponsor \| Class B ordinary
Related Party Transaction [Line Items]
Number of shares issued			3,593,750
Aggregate purchase price \| $			$ 25,000
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| item			20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| item			30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences			150 days
Founder Shares \| Sponsor \| Class A ordinary
Related Party Transaction [Line Items]
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares			$ 12.00

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)		3 Months Ended	4 Months Ended
	Nov. 18, 2020	Mar. 31, 2021	Dec. 31, 2020	Nov. 23, 2020	Sep. 04, 2020
Related Party Transaction [Line Items]
Repayment of promissory note - related party			$ 147,753
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note					$ 300,000
Outstanding balance of related party note				$ 147,753
Administrative Services Agreement
Related Party Transaction [Line Items]
Expenses per month	$ 55,000
Expenses incurred and paid	$ 55,000	$ 165,000
Related Party Loans \| Working capital loans warrant
Related Party Transaction [Line Items]
Loan conversion agreement warrant		$ 1,500,000	$ 1,500,000
Price of warrant		$ 10.00	$ 10.00

COMMITMENTS (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
COMMITMENTS
Deferred fee per unit	$ 0.35	$ 0.35
Deferred underwriting fee payable	$ 3,220,000	$ 3,220,000

STOCKHOLDERS' EQUITY - Preferred Stock Shares (Details) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

STOCKHOLDERS' EQUITY - Common Stock Shares (Details)	Mar. 31, 2021 item $ / shares shares	Dec. 31, 2020 item $ / shares shares
Class A ordinary
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	350,000,000	350,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share \| item	1	1
Common shares, shares issued (in shares)	1,471,210	1,447,914
Common shares, shares outstanding (in shares)	1,471,210	1,447,914
Common stock subject to possible redemption, issued (in shares)	8,162,790	8,186,086
Class B ordinary
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	150,000,000	150,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share \| item	1	1
Common shares, shares issued (in shares)	2,300,000	2,300,000
Common shares, shares outstanding (in shares)	2,300,000	2,300,000
Common stock subject to possible redemption, issued (in shares)	2,300,000	2,300,000

WARRANTS (Details)	3 Months Ended	4 Months Ended
WARRANTS (Details)	Mar. 31, 2021 item d $ / shares	Dec. 31, 2020 item d $ / shares
Class of Warrant or Right [Line Items]
Threshold number of business days before sending notice of redemption to warrant holders \| item	3
Trading period after business combination used to measure dilution of warrant \| d	20
Warrants
Class of Warrant or Right [Line Items]
Maximum period after business combination in which to file registration statement	20 days	20 days
Period of time within which registration statement is expected to become effective	60 days	60 days
Private Placement Warrants
Class of Warrant or Right [Line Items]
Restrictions on transfer period of time after business combination completion	30 days	30 days
Public Warrants
Class of Warrant or Right [Line Items]
Warrant exercise period condition one	30 days	30 days
Warrant exercise period condition two	1 year	1 year
Public Warrants expiration term	5 years	5 years
Warrant redemption condition minimum share price scenario two	$ 18.00	$ 18.00
Share price trigger used to measure dilution of warrant	$ 9.20	$ 9.20
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant	60	60
Trading period after business combination used to measure dilution of warrant \| d		20
Warrant exercise price adjustment multiple	115	115
Warrant redemption price adjustment multiple	100	100
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Warrant redemption condition minimum share price	$ 10.00	$ 10.00
Warrant redemption condition minimum share price scenario two	18.00	18.00
Redemption price per public warrant (in dollars per share)	$ 0.01	$ 0.01
Threshold trading days for redemption of public warrants \| item	20	20
Threshold consecutive trading days for redemption of public warrants \| item	30	30
Threshold number of business days before sending notice of redemption to warrant holders \| item		3
Redemption period	30 days	30 days
Warrant redemption price adjustment multiple	180	180
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Class of Warrant or Right [Line Items]
Warrant redemption condition minimum share price	$ 10.00	$ 10.00
Warrant redemption condition minimum share price scenario two	18.00	18.00
Redemption price per public warrant (in dollars per share)	$ 0.10	$ 0.10
Threshold trading days for redemption of public warrants \| item	30	30
Redemption period	30 days	30 days

WARRANT LIABILITY (Details)	3 Months Ended	4 Months Ended
WARRANT LIABILITY (Details)	Mar. 31, 2021 item d $ / shares	Dec. 31, 2020 item d $ / shares
Class of Warrant or Right [Line Items]
Threshold number of business days before sending notice of redemption to warrant holders \| item	3
Trading period after business combination used to measure dilution of warrant \| d	20
Warrants
Class of Warrant or Right [Line Items]
Maximum period after business combination in which to file registration statement	20 days	20 days
Period of time within which registration statement is expected to become effective	60 days	60 days
Private Placement Warrants
Class of Warrant or Right [Line Items]
Restrictions on transfer period of time after business combination completion	30 days	30 days
Public Warrants
Class of Warrant or Right [Line Items]
Warrant exercise period condition one	30 days	30 days
Warrant exercise period condition two	1 year	1 year
Public Warrants expiration term	5 years	5 years
Warrant redemption condition minimum share price scenario two	$ 18.00	$ 18.00
Share price trigger used to measure dilution of warrant	$ 9.20	$ 9.20
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant	60	60
Trading period after business combination used to measure dilution of warrant \| d		20
Warrant exercise price adjustment multiple	115	115
Warrant redemption price adjustment multiple	100	100
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Warrant redemption condition minimum share price	$ 10.00	$ 10.00
Warrant redemption condition minimum share price scenario two	18.00	18.00
Redemption price per public warrant (in dollars per share)	$ 0.01	$ 0.01
Threshold trading days for redemption of public warrants \| item	20	20
Threshold consecutive trading days for redemption of public warrants \| item	30	30
Threshold number of business days before sending notice of redemption to warrant holders \| item		3
Redemption period	30 days	30 days
Warrant redemption price adjustment multiple	180	180
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Class of Warrant or Right [Line Items]
Warrant redemption condition minimum share price	$ 10.00	$ 10.00
Warrant redemption condition minimum share price scenario two	18.00	18.00
Redemption price per public warrant (in dollars per share)	$ 0.10	$ 0.10
Threshold trading days for redemption of public warrants \| item	30	30
Redemption period	30 days	30 days

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Assets:
Marketable securities held in Trust Account	$ 92,026,912	$ 91,997,501
Liabilities:
Warrant Liability	2,601,180	3,404,014
Level 1 \| Recurring
Assets:
Marketable securities held in Trust Account	92,026,912	91,997,501
Level 1 \| Recurring \| Public Warrants
Liabilities:
Warrant Liability	2,484,000	3,250,667
Level 3 \| Recurring \| Private Placement Warrants
Liabilities:
Warrant Liability	$ 117,180	$ 153,347

FAIR VALUE MEASUREMENTS - Summary of key Inputs into the Binomial Lattice Simulation Model for the Private Placement Warrants and Public Warrants (Details)	Dec. 31, 2020 yr	Nov. 23, 2020 yr
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, Measurement Input	0.4	0.4
Expected term (years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, Measurement Input	5	5
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, Measurement Input	16	12.0
Exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, Measurement Input	11.50	11.50
Fair value of Units
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, Measurement Input	10.12	9.81

FAIR VALUE MEASUREMENTS - Summary of fair value of the warrant liabilities (Details) - USD ($)	1 Months Ended	3 Months Ended
	Dec. 31, 2020	Mar. 31, 2021
Warrants Liabilities
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Initial measurement on November 23, 2020	$ 1,597,900	$ 3,404,014
Change in valuation inputs or other assumptions	1,806,114	(802,834)
Fair value as of December 31, 2020	3,404,014	2,601,180
Private Placement Warrants
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Initial measurement on November 23, 2020	77,900	153,347
Change in valuation inputs or other assumptions	75,447	(36,167)
Fair value as of December 31, 2020	153,347	117,180
Public Warrants
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Initial measurement on November 23, 2020	1,520,000	3,250,667
Change in valuation inputs or other assumptions	1,730,667	(766,667)
Fair value as of December 31, 2020	$ 3,250,667	$ 2,484,000

FAIR VALUE MEASUREMENTS - Additional Information (Details) - USD ($)	1 Months Ended	3 Months Ended
	Dec. 31, 2020	Mar. 31, 2021	Nov. 23, 2020
Warrants Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Transfers out of level 3	$ 1,597,900
Transfers in or out of level 3		$ 0
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Aggregate value of warrants	153,347		$ 82,460
Warrants per share			$ 57
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Aggregate value of warrants	$ 3,250,667		$ 1,748,000
Warrants per share			$ 57

SUBSEQUENT EVENTS (Details) - USD ($)		4 Months Ended
SUBSEQUENT EVENTS (Details) - USD ($)	Apr. 15, 2021	Dec. 31, 2020
Proceeds from issuance of warrants		$ 4,340,000
Subscription Agreement [Member] \| PIPE Investors [Member]
Stock issued during period shares new shares	12,020,000
Sale of stock price per share	$ 10.00
Subscription Agreement [Member] \| PIPE Investors [Member] \| PIPE Warrants [Member]
Proceeds from issuance of warrants	$ 120,200,000
Common Stock [Member] \| Subscription Agreement [Member] \| PIPE Investors [Member]
Warrant voting right per share	1
Class of warrant or right exercise price of warrants or rights	$ 11.50
Subsequent Event [Member] \| Business Combination Agreement [Member]
Business Acquisition equity interest issued or issuable value assigned	$ 200,000,000
Subsequent Event [Member] \| Common Stock [Member] \| Business Combination Agreement [Member]
Business acquisition share price	$ 10.00