EDOC
ACQUISTION CORP.
CONDENSED BALANCE SHEETS
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March 31,
2021
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December 31,
2020
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(unaudited)
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Assets:
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Current assets:
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Cash
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$
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727,773
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$
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1,000,730
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Prepaid expenses
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311,831
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97,498
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Total current assets
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1,047,599
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1,098,228
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Cash and marketable securities held in Trust Account
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91,550,549
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91,538,680
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Total Assets
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$
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92,590,153
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$
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92,636,908
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Liabilities and Shareholders’ Equity:
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Current liabilities:
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Accounts payable and accrued expenses
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$
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133,680
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$
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53,680
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Due to related party
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—
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17,000
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Total current liabilities
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133,680
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70,680
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Warrant liability
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420,123
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1,156,512
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Total Liabilities
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$
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553,803
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$
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1,227,192
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Commitments and Contingencies
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Class A ordinary shares subject to possible redemption, 8,558,147 shares at $10.17
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87,036,350
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86,409,715
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Shareholders’ Equity:
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Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
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—
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—
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Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 995,853 and 1,057,469 issued and outstanding at March 31, 2021 and December 31, 2020 (excluding 8,558,147 shares subject to possible redemption)
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99
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105
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Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 2,250,000 and 2,250,000 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively
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225
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225
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Additional paid-in capital
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4,938,340
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5,564,969
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Accumulated surplus (deficit)
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61,336
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(565,298
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)
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Total Shareholders’ Equity
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5,000,000
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5,000,001
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Total Liabilities and Shareholders’ Equity
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$
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92,590,153
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$
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92,636,908
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See
accompanying notes to interim condensed financial statements.
EDOC
ACQUISTION CORP.
CONDENSED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2021
(UNAUDITED)
Formation and operating costs
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$
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121,624
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Loss from operations
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(121,624
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)
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Other income (expenses):
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Amortized interest on marketable securities held in Trust Account
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11,869
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Change in fair value of warrants
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736,389
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Total other income
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748,258
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Net Income
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$
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626,634
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Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption
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8,496,531
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Basic and diluted net income per share, Class A ordinary shares subject to possible redemption
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$
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0.00
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Basic and diluted weighted average shares outstanding, ordinary shares
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3,307,469
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Basic and diluted net loss per share, ordinary shares
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$
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0.19
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See
accompanying notes to financial statements.
EDOC
ACQUISTION CORP.
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2021
(UNAUDITED)
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Ordinary shares
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Additional
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Total
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Class A
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Class B
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Paid-In
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Accumulated
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Shareholders’
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Shares
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Amount
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Shares
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Amount
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Capital
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Deficit
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Equity
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Balance—December
31, 2020
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1,057,469
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$
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105
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2,250,000
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$
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225
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$
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5,564,969
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$
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(565,298
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)
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5,000,001
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Net income
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626,634
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626,634
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Class A ordinary shares subject to possible redemption
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(61,616
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)
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(6
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)
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(626,629
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)
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(626,635
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)
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Balance—March 31, 2021
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995,853
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$
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99
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2,250,000
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$
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225
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$
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4,938,340
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$
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61,336
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$
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5,000,000
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See
accompanying notes to interim condensed financial statements.
EDOC
ACQUISTION CORP.
CONDENSED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2021
(UNAUDITED)
Cash flows from operating activities:
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Net Income
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$
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626,634
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Adjustments to reconcile net loss to net cash used in operating activities:
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Amortized interest on cash and Treasury securities held in Trust Account
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(11,869
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)
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Change in Fair Value of Warrant Liability
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(736,389
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)
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Changes in operating assets and liabilities:
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Prepaid expenses
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(214,333
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)
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Due to related party
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(17,000
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)
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Accounts payable and accrued expenses
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80,000
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Net cash used in operating activities
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(272,957
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)
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Net change in cash
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(272,957
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)
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Cash, beginning of the period
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1,000,730
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Cash, end of period
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$
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727,773
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Supplemental disclosure of cash flow information:
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Non-cash investing and financing transactions:
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Change in value of Class A ordinary shares subject to possible redemption
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$
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626,635
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See
accompanying notes to interim condensed financial statements.
EDOC
ACQUISTION CORP.
NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS
Unaudited
Note
1—Description of Organization, Business Operations and Basis of Presentation
EDOC
Acquisition Corp. (the “Company”) was incorporated in the Cayman Islands on August 20, 2020. The Company was formed
for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination with one or more businesses (the “Business Combination”). While the Company may pursue an acquisition
opportunity in any industry or geographic region, the Company intends to focus on businesses primarily operating in the health
care and health care provider space in North America and Asia-Pacific. The Company has selected December 31 as its fiscal year
end.
As
of March 31, 2021, the Company had not yet commenced any operations. All activity through March 31, 2021, relates to the Company’s
formation and the Initial Public Offering (“IPO”) described below. The Company will not generate any operating revenues
until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income
in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO.
The
Company’s sponsor is American Physicians LLC (the “Sponsor”).
Financing
The
registration statement for the Company’s initial public offering was declared effective on November 9, 2020 (the “Effective
Date”). On November 12, 2020, the Company consummated the initial public offering of 9,000,000 units (each, a “Unit”
and collectively, the “Units”) at $10.00 per Unit (the “Initial Public Offering” or “IPO”),
which is discussed in Note 3.
Simultaneously
with the closing of the IPO, the Company consummated the sale of 479,000 private placement units (“Private Unit)”
and collectively, the “Private Units”), at a price of $10.00 per unit. Of the 479,000 private placement units, 65,000
units, or the “representative units” were purchased by I-Banker (and/or its designees). In addition, the Company’s
sponsor agreed, pursuant to a letter agreement to purchase up to 3,750,000 of the Company’s rights in the open market at
a market price not to exceed $0.20 per right. I-Bankers also agreed to purchase up to 1,250,000 of the Company’s rights
in the open market at a market price not to exceed $0.20 per right, which is discussed in Note 4.
Transaction costs of the IPO amounted to $3,246,381,
consisting of $1,575,000 of cash underwriting fees, the fair value of the representative’s warrants of $424,270, the fair value
of representative’s shares $ 653,250 and $593,861 of other cash offering costs.
Trust
Account
Following
the closing of the IPO on November 12, 2020, $91,530,000 ($10.17 per Unit) from the net proceeds of the sale of the Units in the
IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) and invested only
in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity
of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company
Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination,
(ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s
amended and restated certificate of incorporation, and (iii) the redemption of the Company’s public shares if the Company
is unable to complete the initial Business Combination within 24 months from the closing of the IPO (the “Combination Period”),
subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s
creditors, if any, which could have priority over the claims of the Company’s public stockholder.
Business
Combination
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the
sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward
consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully.
The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the
net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes and
excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into the initial
Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires
50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it
not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment
Company Act”). Upon the closing of the Proposed Public Offering, an amount equal to at least $10.00 per Unit sold in the
Proposed Public Offering, including the proceeds from the sale of the Private Placement Warrants to the Sponsor, was placed in
a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company
acting as trustee, and invested only in U.S. government securities,” within the meaning set forth in Section 2(a)(16)
of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under
Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until
the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described
below.
The
Company will provide holders of the Company’s outstanding shares of Class A ordinary shares, par value $0.0001 per
share, sold in the IPO (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public
Shares (as defined below) upon the completion of the initial business combination either (i) in connection with a shareholder
meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether
the Company will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by
the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the
amount then on deposit in the Trust Account (initially approximately $10.17 per share, plus any pro rata interest earned on the
funds held in the Trust Account and not previously released to the Company to pay its tax obligations).
The
ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion
of the Proposed Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing
Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible
assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval,
a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.
The
Company will have 12 months (or up to 18 months if the Company extends the period of time) from the closing of the Proposed
Public Offering to consummate a Business Combination (the “Combination Period”). However, if the Company is unable
to complete a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares
for a pro rata portion of the funds held in the trust account, equal to the aggregate amount then on deposit in the trust account
including interest earned on the funds held in the trust account and not previously released to the Company to pay its franchise
and income taxes, divided by the number of then outstanding public shares, subject to applicable law and as further described
in registration statement, and then seek to dissolve and liquidate.
The
Sponsor, officers and directors and Representative (defined in Note 6) have agreed to (i) waive their redemption rights with
respect to their founder shares, private shares, and public shares in connection with the completion of the initial business combination,
(ii) waive their redemption rights with respect to their founder shares, private shares, and public shares in connection
with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and
(iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private
shares if the Company fails to complete the initial business combination within the Combination Period.
The
Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for
services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a
written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in
the trust account to below the lesser of (i) $10.17 per public share and (ii) the actual amount per public share held in
the trust account as of the date of the liquidation of the trust account, if less than $10.17 per share due to reductions in the
value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective
target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver
is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of this offering against
certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve
for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy
its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore,
the Company cannot assure that its Sponsor would be able to satisfy those obligations.
Risks
and Uncertainties
Management
is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible
that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search
for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial
statements do not include any adjustments that might results from the outcome of this uncertainty.
Liquidity
As of March 31, 2021, the Company had cash outside the Trust Account
of $727,773 available for working capital needs. All remaining cash held in the Trust Account are generally unavailable for the Company’s
use, prior to an initial business combination, and is restricted for use either in a Business Combination or to redeem ordinary shares.
As of March 31, 2021 and December 31, 2020, none of the amount in the Trust Account was available to be withdrawn as described above.
Through
March 31, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the founder shares
and the remaining net proceeds from the IPO and the sale of Private Placement Warrants.
The Company anticipates that the $727,773 outside of the Trust Account
as of March 31, 2021, will be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial
statements, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination,
the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6) from
the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 6), for
identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling
to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements
of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business
Combination.
The
Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business.
However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating business combination
is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior
to the business combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers,
directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest
in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve
liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business
plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially
acceptable terms, if at all.
Risks
and Uncertainties
On
January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new
strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak
as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues
to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments,
including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of
the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted.
If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position
may be materially adversely affected. Additionally, the Company’s ability to complete an initial business combination may
be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak
or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit
the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s
personnel, vendors and service providers to negotiate and consummate an initial business combination in a timely manner. The Company’s
ability to consummate an initial business combination may also be dependent on the ability to raise additional equity and debt
financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn.
Note
2—Summary of Significant Accounting Policies
Basis
of Presentation
The
accompanying financial statements of the Company is presented in U.S. dollars in conformity with accounting principles generally
accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities
and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments)
have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows.
The
accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K for the
period from August 20, 2020 (inception) through December 31, 2020 as filed with the SEC on May 24, 2021, which contains the audited
financial statements and notes thereto.
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the
Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from
various reporting requirements that are applicable to other public companies that are not emerging growth companies including,
but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements
of Section 404 of the Sarbanes-Oxley Act, 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 stockholder 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 an emerging growth 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 an 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 that is neither an emerging growth
company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because
of the potential differences in accounting standards used.
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 limit of $250,000. As of March 31, 2021, the Company had
not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Use
of Estimates
The
preparation of financial statements in conformity with US 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 during the reporting
period and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash
and Cash Equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
Investment
Held in Trust Account
At
March 31, 2021, the Trust Account had $91,542,554 held in marketable securities. During period January 1, 2021 to March 31, 2021,
the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations.
Fair
Value Measurements
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting
Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying
amounts represented in the balance sheet.
Derivative
warrant liabilities
The
Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates
all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or
contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments,
including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting
period.
The Company accounts for its 479,000 Private Warrants and 450,000 Representative’s Warrants issued in connection with its Initial Public Offering as derivative warrant liabilities in accordance
with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments
to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and
any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company
in connection with the Public Offering and Private Placement has been estimated using Monte-Carlo simulations at each measurement date.
Offering
Costs Associated with IPO
The Company complies with the
requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”.
Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the
Public Offering and that were charged to shareholders’ equity upon the completion of the IPO. Accordingly, on December 31, 2020,
offering costs totaling $3,246,381 have been charged to shareholders’ equity (consisting of $1,575,000 of underwriting fee,
the fair value of the representative’s warrants of $424,270, the fair value of representative’s shares $653,250 and $593,861
of other cash offering costs).
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 ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares
subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable
ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject
to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.
At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain
redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.
Accordingly, as of March 31, 2021, 8,558,147 shares of 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.
Net
Loss Per Ordinary Share
Net loss per ordinary share is computed by dividing net loss by the
weighted average number of ordinary shares outstanding for each of the periods. The calculation of diluted loss per ordinary share does
not consider the effect of the warrants and rights issued in connection with the (i) IPO since the exercise of the warrants and rights
are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants and rights
are exercisable for 6,137,400 shares of Class A ordinary shares in the aggregate.
|
|
For the
Three Months ended
March 31,
2021
|
|
Ordinary shares subject to possible redemption
|
|
|
|
Numerator: Net income allocable to Class A ordinary shares subject to possible redemption
|
|
|
|
Amortized Interest income on Treasury securities held in trust
|
|
$
|
10,632
|
|
Less: interest available to be withdrawn for payment of taxes
|
|
|
-
|
|
Net income allocable to Class A ordinary shares subject to possible redemption
|
|
$
|
10,632
|
|
Denominator: Weighted Average Redeemable Class A ordinary shares
|
|
|
|
|
Redeemable Class A Ordinary shares, Basic and Diluted
|
|
|
8,496,531
|
|
Basic and Diluted net income per share, Redeemable Class A Ordinary shares
|
|
$
|
0.00
|
|
|
|
|
|
|
Non-Redeemable Ordinary shares
|
|
|
|
|
Numerator: Net Income minus Redeemable Net Earnings
|
|
|
|
|
Net Income
|
|
$
|
626,634
|
|
Redeemable Net Loss
|
|
|
(10,632
|
)
|
Non-Redeemable Net Income
|
|
$
|
616,002
|
|
Denominator: Weighted Average Non-Redeemable Ordinary shares
|
|
|
|
|
Basic and diluted weighted average shares outstanding, ordinary shares
|
|
|
3,307,469
|
|
Basic and diluted net loss per share, ordinary shares
|
|
$
|
0.19
|
|
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 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 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. ASC 740 also provides guidance on derecognition, classification, interest
and penalties, accounting in interim period, disclosure and transition.
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.
There
is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax
regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial
statements. The Company’s management does not expect the total amount of unrecognized tax benefits will materially change
over the next twelve months.
Recent
Accounting Standards
The
Company’s 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.
Note
4—Initial Public Offering
Pursuant
to the IPO, the Company sold 9,000,000 Units at a purchase price of $10.00 per unit. Each unit consists of one share of Class A
ordinary shares, one-half warrant to purchase one share of Class A ordinary shares (“Public Warrants”), and one
right (“Rights”). Each Public Warrant will entitle the holder to purchase one share of Class A ordinary shares
at a price of $11.50 per share, subject to adjustment. Each Public Warrant will become exercisable on the later of the completion
of the initial Business Combination or 12 months from the closing of the IPO and will expire five years after the completion of
the initial Business Combination, or earlier upon redemption or liquidation (see Note 7). Each right entitles the holder to receive
one-tenth (1/10) of one share of Class A ordinary shares upon the consummation of an initial Business Combination (see Note
7).
Note
5—Private Placement
Simultaneously
with the closing of the IPO, the Sponsor and I-Bankers purchased an aggregate of 414,000 Private Units and 65,000 Private
Units, respectively, for an aggregate of 479,000 Private Units at a price of $10.00 per Private Unit, for an aggregate purchase
price of $4,790,000, in a private placement. A portion of the proceeds from the private placement was added to the proceeds from
the IPO held in the Trust Account.
Each
Private Unit is identical to the Units sold in the IPO, except that warrants that are part of the Private Placement Units (“Private
Warrants”) are not redeemable by the Company so long as they are held by the original holders or their permitted transferees.
In addition, for as long as the warrants that are part of the Private Placement Units are held by I-Bankers or its designees or
affiliates, they may not be exercised after five years from the effective date of the Registration Statement.
The
Company’s Sponsor, officers, and directors have agreed to (i) waive their redemption rights with respect to their founder
shares, private shares, and public shares in connection with the completion of the Company’s initial Business Combination,
(ii) waive their redemption rights with respect to the founder shares, private shares, and public shares in connection with
a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to
modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete
its initial Business Combination within the Combination Period or (B) with respect to any other provision relating to shareholders’
rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust
Account with respect to their founder shares if the Company fails to complete its initial Business Combination the Combination
Period. In addition, the Company’s Sponsor, officers, and directors have agreed to vote any founder shares, private shares,
and public shares held by them and any public shares purchased during or after the IPO (including in open market and privately
negotiated transactions) in favor of the Company’s initial business combination.
Note
6—Related Party Transactions
Founder
Shares
In
September 2020, the Sponsor subscribed 2,875,000 shares of the Company’s Class B ordinary shares for $25,000, or approximately
$0.01 per share, in connection with formation. On November 9, 2020, the Sponsor surrendered an aggregate of 287,500 founder
shares, which were cancelled, resulting in an aggregate of 2,587,500 founder shares outstanding and held by the Sponsor (see Note 7).
The founder shares include an aggregate of up to 337,500 shares subject to forfeiture if the over-allotment option is not exercised
by the underwriters in full. On December 24, 2020, 337,500 shares were forfeited as the over-allotment option was not exercised
by the underwriters.
Promissory
Note—Related Party
In
September 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow
up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of the IPO. This loan is non-interest
bearing, unsecured and due at the earlier of June 30, 2021 or the closing of the IPO. As of November 12, 2020, the Sponsor had
loaned to the Company an aggregate of $177,591 under the promissory note to pay for formation costs and a portion of the expenses
of the IPO. The note was repaid in full in connection with the closing of our initial public offering, and as of March 31, 2021
and December 31, 2020 respectively, no amounts were outstanding.
Working
Capital Loans
In
addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the
Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, 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 or, at the lender’s discretion, Up to $1,500,000 of such Working Capital
Loans may be convertible upon consummation of our business combination into additional private units at a price of $10.00 per
unit. At March 31, 2021 and December 31, 2020 respectively, no Working Capital Loans were outstanding. To date, the Company had
no borrowings under the Working Capital Loans.
Administrative
Support Agreement
The
Company agreed, for a period commencing on November 9, 2020 and ending upon completion of the Company’s Business Combination
or its liquidation, to pay the Company’s Sponsor a monthly fee of $10,000 for office space, utilities and secretarial and
administrative support. Since the initial public offering,
the Company has not made any payments under the agreement, and has paid for services rendered and expenses advanced by the Sponsor
on an as-needed basis. Effective March 31, 2021, the Company and Sponsor terminated the agreement and agreed to waive any accrued
fees from inception through March 31, 2021. As of March 31, 2021 no fees were due to the Sponsor.
The
Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses
incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing
due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments
that were made to the Sponsor, officers, directors or their affiliates.
Note
7—Commitments and Contingencies
Registration
Rights
The
holders of the founder shares, private placement warrants, and warrants that may be issued upon conversion of Working Capital
Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to
a registration rights agreement to be signed prior to or on the effective date of the IPO. These holders will be entitled to make
up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the
Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities
in other registration statements filed by the Company.
Underwriting
Agreement
On November 12, 2020, the Company issued to the
underwriter (and/or its designees) (the “Representative”) 75,000 shares of Class A ordinary shares for $0.01 per
share (the “Representative Shares”). The fair value of the Representative Shares was estimated to $653,250 and were
treated as underwriters’ compensation and charged directly to shareholders’ equity.
The underwriter (and/or its designees) agreed (i) to
waive its redemption rights with respect to such shares in connection with the completion of the initial Business Combination and (ii) to
waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its
initial Business Combination within the Combination Period.
In addition, the Company issued to the Representative a warrant (“Representative’s
Warrant) to purchase up to 450,000 Class A ordinary shares. Such warrants will not be redeemable for as long as they are held by
the Representative and they may not be exercised after five years from the Effective Date of the registration statement. Except as described
above, the warrants are identical to those underlying the units offered by in the IPO. The Company estimated the fair value of the Representative’s
Warrant is $424,270 using the Monte Carlo simulation model. The fair value of the Representative’s Warrant to granted to the underwriters
is estimated as of the date of grant using the following assumptions: (1) expected volatility of 24.1%, (2) risk-free interest rate
of 0.60% and (3) expected life of 6.05 years. The expected volatility was determined by the Company based on the historical volatilities
of a set of comparative special purpose acquisition companies (“SPAC”), and the risk-fee interest rate was determined by reference
to the U.S. Treasury yield curve in effect for time period equals to the expected life of the Representative’s Warrant.
As
of March 31, 2020, the over-allotment granted to the underwriters had expired unexercised. On November 12, 2020, the underwriters
were paid a cash underwriting discount of 1.75% of the gross proceeds of the Initial Public Offering, or $1,575,000.
Business
Combination Marketing Agreement
The
Company engaged the Representative as an advisor in connection with its Business Combination to (i) assist the Company in preparing
presentations for each potential Business Combination; (ii) assist the Company in arranging meetings with its shareholders, including
making calls directly to shareholders, to discuss each potential Business Combination and each potential target’s attributes
and providing regular market feedback, including written status reports, from these meetings and participate in direct interaction
with shareholders, in all cases to the extent legally permissible; (iii) introduce the Company to potential investors to purchase
the Company’s securities in connection with each potential Business Combination; and assist the Company with the preparation
of any press releases and filings related to each potential Business Combination or target. Pursuant to the business combination
marketing agreement, the Representative is not obligated to assist the Company in identifying or evaluating possible acquisition
candidates. Pursuant to the Company’s agreement with the Representative, an advisory fee of 2.75% of the gross proceeds
of the IPO, or $2,475,000 will be payable to the Representative at the closing of the Company’s Business Combination.
Open
Market Purchases
The
Sponsor has agreed to enter into an agreement in accordance with the guidelines of Rule 10b5-1 under the Exchange Act, to place
limit orders, through an independent broker-dealer registered under Section 15 of the Exchange Act which is not affiliated with
the Company nor part of the underwriting or selling group, to purchase an aggregate of up to 3,750,000 of the Company’s
rights in the open market at market prices, and not to exceed $0.20 per right during the period commencing on the later of (i)
the date separate trading of the rights commences or (ii) sixty calendar days after the end of the “restricted period”
under Regulation M, continuing until the date that is the earlier of (a) twelve (12) months from the date of the IPO and (b) the
date that the Company announces that it has entered into a definitive agreement in connection with its initial Business Combination,
or earlier in certain circumstances as described in the limit order agreement. The limit orders will require the Sponsor to purchase
any rights offered for sale (and not purchased by another investor) at or below a price of $0.20, until the earlier of (x) the
expiration of the buyback period or (y) the date such purchases reach 3,750,000 rights in total. The Sponsor will not have any
discretion or influence with respect to such purchases and will not be able to sell or transfer any rights purchased in the open
market pursuant to such agreements until following the consummation of a Business Combination. It is intended that the broker’s
purchase obligation will be subject to applicable law, including Regulation M under the Exchange Act, which may prohibit or limit
purchases pursuant to the limit order agreement in certain circumstances. The Representative has also agreed to purchase up to
1,250,000 of the Company’s rights in the open market at market prices not to exceed $0.20 per right, on substantially similar
terms as the Sponsor.
Note
8 -Warrants and Rights
Warrants —Each
whole warrant entitles the holder to purchase one share of the Company’s Class A ordinary shares at a price of $11.50
per share, subject to adjustment as discussed herein. 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 its initial Business Combination
at an issue price or effective issue price of less than $9.50 per share of Class A ordinary shares (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 Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Company’s
Sponsor or its affiliates, 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 the
initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the
volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the
trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market
Value”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal
to 115% of the Market Value, and the $18.00 per share redemption trigger price described below under “Redemption of warrants”
will be adjusted (to the nearest cent) to be equal to 180% of the Market Value.
The
warrants will become exercisable on the later of 12 months from the closing of the IPO or upon completion of its initial Business
Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m.,
Eastern Time, or earlier upon redemption or liquidation.
In
no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination
within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive
any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held
outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.
The
Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have
no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A
ordinary shares underlying the warrants is then effective and a prospectus is current. No warrant will be exercisable, and the
Company will not be obligated to issue Class A ordinary shares upon exercise of a warrant unless Class A ordinary shares
issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state
of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant.
In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such
warrant will have paid the full purchase price for the unit solely for the share of Class A ordinary shares underlying such
unit.
The
Company may call the warrants for redemption (excluding the private warrants, and any outstanding Representative’s Warrants,
and any warrants underlying units issued to the Sponsor, initial shareholders, officers, directors or their affiliates in payment
of Working Capital Loans made to the Company), in whole and not in part, at a price of $0.01 per warrant:
|
●
|
at
any time while the warrants are exercisable,
|
|
●
|
upon not less than
30 days’ prior written notice of redemption to each warrant holder,
|
|
●
|
if, and only if,
the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock
splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period ending
on the third trading business day prior to the notice of redemption to warrant holders, and
|
|
●
|
if, and only if,
there is a current registration statement in effect with respect to the issuance of the Class A ordinary shares underlying
such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day
until the date of redemption.
|
If
the Company calls the warrants for redemption as described above, the management will have the option to require any holder that
wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, all
holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A ordinary
shares equal to the quotient obtained by dividing (x) the product of the number of shares of Class A ordinary shares
underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price
of the warrants by (y) the fair market value. The “fair market value” shall mean the average reported last sale
price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the
notice of redemption is sent to the holders of warrants.
Rights —
Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically
receive one-tenth (1/10) of a share of Class A ordinary shares upon consummation of the initial Business Combination, even
if the holder of a right converted all shares held by him, her or it in connection with the initial Business Combination or an
amendment to the Company’s memorandum and articles of association with respect to its pre-business combination activities.
In the event that the Company will not be the surviving company upon completion of the initial Business Combination, each holder
of a right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of a share
of Class A ordinary shares underlying each right upon consummation of the Business Combination. No additional consideration
will be required to be paid by a holder of rights in order to receive his, her or its additional share of Class A ordinary
shares upon consummation of an initial Business Combination. The shares issuable upon exchange of the rights will be freely tradable
(except to the extent held by affiliates of the Company). If the Company enters into a definitive agreement for a Business Combination
in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive
the same per share consideration the holders of share of Class A ordinary shares will receive in the transaction on an as-converted
into Class A ordinary shares basis.
The
Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down
to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Cayman Islands law. As a
result, the holders of the rights must hold rights in multiples of 10 in order to receive shares for all of the holders’
rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the
required time period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of
such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of
the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties
for failure to deliver securities to the holders of the rights upon consummation of an initial Business Combination. Additionally,
in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless.
Note
9—Shareholders’ Equity
Preferred
Shares — The Company is authorized to issue a total of 5,000,000 preferred shares at par value of $0.0001 each.
At March 31, 2021, there were no preferred shares issued or outstanding.
Class A Ordinary Shares —
The Company is authorized to issue a total of 500,000,000 Class A ordinary shares at par value of $0.0001 each. At March 31, 2021,
there were 995,853 Class A ordinary shares issued and outstanding, excluding 8,558,147 Class A ordinary shares subject to possible
redemption.
Class B
Ordinary Shares — The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at
par value of $0.0001 each. In September 2020, the Sponsor subscribed 2,875,000 shares of the Company’s Class B ordinary
shares for $25,000, or approximately $0.01 per share, in connection with formation. On November 9, 2020, the founders surrendered
an aggregate of 287,500 Class B ordinary shares for no consideration, resulting in an aggregate of 2,587,500 Class B ordinary
shares issued and outstanding. On December 24, 2020, 337,500 shares were forfeited as the over-allotment option was not exercised
by the underwriters, resulting in an aggregate of 2,250,000 Class B ordinary shares issued and outstanding at March 31, 2021.
The
Company’s initial shareholders have agreed not to transfer, assign or sell 50% its founder shares until the earlier to occur
of (i) six months after the date of the consummation of the initial Business Combination or (ii) the date on which the
closing price of the Company’s Class A ordinary shares equals or exceeds $12.50 per share (as adjusted for stock splits,
stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after
the initial Business Combination and the remaining 50% of the founder shares may not be transferred, assigned or sold until six
months after the date of the consummation of the initial Business Combination, or earlier, in either case, if, subsequent to the
initial Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction
which results in all of the shareholders having the right to exchange their shares for cash, securities or other property.
The
Class B ordinary shares will automatically convert into the Company’s Class A ordinary shares at the time of its
initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations,
recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A
ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related
to the closing of the initial Business Combination, the ratio at which Class B ordinary shares shall convert into Class A
ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive
such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable
upon conversion of all shares of Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the
sum of the total number of ordinary shares outstanding upon the completion of the IPO plus all Class A ordinary shares and
equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or
equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or any private placement-equivalent
units issued to the Sponsor or its affiliates upon conversion of loans made to the Company).
Holders
of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all
matters submitted to a vote of the Company’s shareholders, with each share of ordinary shares entitling the holder to one
vote.
Note
10— Fair Value Measurements
Investment
Held in Trust Account
As of March 31, 2021, investment in the Company’s Trust Account
consisted of $7,995 in cash and $91,545,039 in U.S. Treasury Securities. All of the U.S. Treasury Securities matured on May 13, 2021.
The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC 320 “Investments —
Debt and Equity Securities”. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization
or accretion of premiums or discounts. The Company considers all investments with original maturities of more than three months but less
than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying
value, excluding gross unrealized holding loss and fair value of held to maturity securities on March 31, 2021 are as follows:
|
|
Amortized
Cost and
Carrying Value
|
|
|
Gross
Unrealized
Gains
|
|
|
Gross
Unrealized
Losses
|
|
|
Fair Value
as of
March 31,
2021
|
|
U.S. Money Market
|
|
$
|
7,995
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
7,995
|
|
U.S. Treasury Securities
|
|
|
91,545,039
|
|
|
|
(2,485
|
)
|
|
|
-
|
|
|
|
91,542,554
|
|
|
|
$
|
91,553,034
|
|
|
$
|
(2,485
|
)
|
|
$
|
-
|
|
|
$
|
91,550,549
|
|
Warrant
Liability
The
Private Warrants and Representative’s Warrant are accounted for as liabilities pursuant to ASC 815-40 and are measured
at fair value as of each reporting period. Changes in the fair value of the Warrants are recorded in the statement of operations
each period.
The following table presents the Company’s
fair value hierarchy for liabilities measured at fair value on a recurring basis as of March 31, 2021:
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Warrant liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private Warrants
|
|
|
-
|
|
|
|
-
|
|
|
|
173,783
|
|
|
|
173,783
|
|
Representative’s Warrant
|
|
|
|
|
|
|
|
|
|
|
246,340
|
|
|
|
246,340
|
|
Total warrant liabilities
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
420,123
|
|
|
$
|
420,123
|
|
The
Private Warrants and Representative’s Warrant were valued using a Montel Carlo simulation model, which is considered
to be a Level 3 fair value measurement. Inherent in an options pricing model are assumptions related to expected stock-price volatility,
expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on
historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S.
Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The
expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the
historical rate, which the Company anticipates to remain at zero.
There were no transfers between Levels 1, 2 or 3 during the three
months ended March 31, 2021
The following table provides quantitative information
regarding Level 3 fair value measurements for Private Warrants as of March 31, 2021 and December 31, 2020. The Representative’s
Warrants were valued using similar information, except for strike price which is at $12
|
|
March 31,
2021
|
|
|
December 31,
2020
|
|
Exercise price
|
|
$
|
11.50
|
|
|
$
|
11.50
|
|
Share price
|
|
$
|
9.99
|
|
|
$
|
10.24
|
|
Volatility
|
|
|
12.5
|
%
|
|
|
11.7
|
%
|
Expected life
|
|
|
5.67
|
|
|
|
5.91
|
|
Risk-free rate
|
|
|
1.08
|
%
|
|
|
0.49
|
%
|
Dividend yield
|
|
|
-
|
%
|
|
|
-
|
%
|
The
following table presents a summary of the changes in the fair value of the Private Warrants and Representative’s
Warrants, a Level 3 liability, measured on a recurring basis.
|
|
Warrant
Liability
|
|
Fair value, December 31, 2020
|
|
$
|
1,156,512
|
|
Gain on change in fair value (1)
|
|
|
(736,389
|
)
|
Fair value, March 31, 2021
|
|
$
|
420,123
|
|
|
(1)
|
Represents
the non-cash gain on change in valuation of the Private Warrants and Representative’s Warrants and is included in Gain on
change in fair value of warrant liability on the statement of operations.
|
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, other than the event disclosed
below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.