0001193125-22-023432 | 10-K/A | XBRL Viewer | Frazier Lifesciences Acquisition Corp

Commitments and Contingencies

12,407,701

Class A ordinary shares subject to possible redemption, $0.0001 par value; 13,800,000 shares issued and outstanding at $10.00 per share redemption value

138,000,000

Shareholders' Equity

Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

Accumulated deficit

(10,538,468)

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit

(10,538,073)

139,869,628

Common Class A [Member]

Current liabilities

Class A ordinary shares subject to possible redemption, $0.0001 par value; 13,800,000 shares issued and outstanding at $10.00 per share redemption value

138,000,000

Shareholders' Equity

Common Class B [Member]

Shareholders' Equity

Beginning balance at Oct. 06, 2020

$ 345

^[1]

[1]	On December 8, 2020, the Company effected a share sub-division, resulting in an increase in the total number of Founder Shares outstanding from 2,875,000 to 3,450,000 shares. All shares and associated amounts have been retroactively restated to reflect the share sub-division.

Condensed Balance Sheet (Parenthetical)	Dec. 31, 2020 $ / shares shares
Temporary equity par or stated value per share \| $ / shares	$ 0.0001
Temporary Equity, Shares Issued	13,800,000
Temporary equity shares outstanding	13,800,000
Temporary equity redemption price per share \| $ / shares	$ 10.00
Preferred stock par or stated value per share \| $ / shares	$ 0.0001
Preferred stock shares authorized	1,000,000
Preferred stock shares issued	0
Preferred stock shares outstanding	0
Common Class A [Member]
Temporary equity par or stated value per share \| $ / shares	$ 0.0001
Temporary equity shares outstanding	13,800,000
Common stock par or stated value per share \| $ / shares	$ 0.0001
Common stock shares authorized	479,000,000
Common stock shares issued	501,000
Common stock shares outstanding	501,000
Common Class B [Member]
Common stock par or stated value per share \| $ / shares	$ 0.0001
Common stock shares authorized	20,000,000
Common stock shares issued	3,450,000
Common stock shares outstanding	3,450,000

Condensed Statements of Operations	3 Months Ended
Condensed Statements of Operations	Dec. 31, 2020 USD ($) $ / shares shares
General and administrative expenses	$ 120,884
Administrative expenses - related party	6,774
Loss from operations	(127,658)
Other income (expenses)
Net gain from investments held in Trust Account	851
Change in fair value of derivative warrant liabilities	619,710
Financing costs—derivative warrant liabilities	(451,450)
Net income	$ 41,453
Common Class A [Member]
Other income (expenses)
Weighted average number of Class A ordinary shares—basic and diluted \| shares	3,492,105
Basic and diluted net income per share, Class A \| $ / shares	$ 0.01
Weighted average number of Class B ordinary shares - basic \| shares	3,492,105
Weighted average number of Class B ordinary shares - diluted \| shares	3,492,105
Basic net income per share, Class B \| $ / shares	$ 0.01
Diluted net income per share, Class B \| $ / shares	$ 0.01
Common Class B [Member]
Other income (expenses)
Weighted average number of Class B ordinary shares - basic \| shares	3,109,884
Weighted average number of Class B ordinary shares - diluted \| shares	3,450,000
Basic net income per share, Class B \| $ / shares	$ 0.01
Diluted net income per share, Class B \| $ / shares	$ 0.01

Condensed Statements of Changes in Shareholders' Equity - 3 months ended Dec. 31, 2020 - USD ($)

Total

Common Class A [Member]

Common Class B [Member]

Ordinary Shares [Member]

Common Class A [Member]

Ordinary Shares [Member]

Common Class B [Member]

Additional Paid-in Capital [Member]

Accumulated Deficit [Member]

$ 0

Beginning balance, Shares at Oct. 06, 2020

^[1]

Issuance of Class B ordinary shares to Sponsor, Shares

^[1]

3,450,000

Issuance of Class B ordinary shares to Sponsor, Value

25,000

$ 345

24,655

Sale of Private Placement Units, less fair value of derivative warrant liabilities, Shares

501,000

Sale of Private Placement Units, less fair value of derivative warrant liabilities, Value

4,731,110

$ 50

4,731,060

Accretion of Class A ordinary shares subject to possible redemption

(15,335,636)

(4,755,715)

(10,579,921)

Ending balance at Dec. 31, 2020

41,453

$ (10,538,073)

$ 50

$ 345

$ 0

$ (10,538,468)

Ending balance, Shares at Dec. 31, 2020

501,000

3,450,000

^[1]

[1]	On December 8, 2020, the Company effected a share sub-division, resulting in an increase in the total number of Founder Shares outstanding from 2,875,000 to 3,450,000 shares. All shares and associated amounts have been retroactively restated to reflect the share sub-division.

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Restatement Of Previously Reported Financial Statements [Abstract]

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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Condensed Statement of Cash Flows	3 Months Ended
Condensed Statement of Cash Flows	Dec. 31, 2020 USD ($)
Cash Flows from Operating Activities:
Net income	$ 41,453
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares	25,000
General and administrative expenses paid by Sponsor under promissory note	18,200
Net gain from investments held in Trust Account	(851)
Change in fair value of derivative warrant liabilities	(619,710)
Financing costs - derivative warrant liabilities	451,450
Changes in operating assets and liabilities:
Prepaid expenses	(503,683)
Accounts payable	59,098
Accrued expenses	29,043
Net cash used in operating activities	(500,000)
Cash Flows from Investing Activities:
Cash deposited in Trust Account	(138,000,000)
Net cash used in investing activities	(138,000,000)
Cash Flows from Financing Activities:
Repayment of note payable to related party	(82,906)
Proceeds received from initial public offering, gross	138,000,000
Proceeds received from private placement	5,010,000
Offering costs paid	(3,062,000)
Net cash provided by financing activities	139,865,094
Net change in cash	1,365,094
Cash - beginning of the period	0
Cash - end of the period	1,365,094
Supplemental disclosure of noncash financing activities:
Offering costs included in accounts payable	103,380
Offering costs included in accrued expenses	45,000
Payment of offering costs through note payable	64,706
Deferred underwriting commissions	$ 4,830,000

Description of Organization, Business Operations and Basis of Presentation	3 Months Ended
	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization, Business Operations and Basis of Presentation	NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND BASIS OF PRESENTATION Organization and General Frazier Lifesciences Acquisition Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on October 7, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). As of December 31, 2020, the Company had not yet commenced operations. All activity for the period from October 7, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Frazier Lifesciences Sponsor LLC, a Cayman Islands exempted company (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on December 8, 2020. On December 11, 2020, the Company consummated its Initial Public Offering of 13,800,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 1,800,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $138.0 million, and incurring offering costs of approximately $8.1 million, inclusive of approximately $4.8 million in deferred underwriting commissions (Note 7). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 501,000 units (each, a “Private Placement Unit” and collectively, the “Private Placement Units”), at a price of $10.00 per Private Placement Unit with the Sponsor, generating gross proceeds of approximately $5.0 million (Note 5). Upon the closing of the Initial Public Offering and the Private Placement, approximately $138.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having 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 will be invested only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding taxes payable on interest earned) at the time the Company signs a definitive agreement in connection with 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 outstanding voting securities of the target business 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 of 1940, as amended, or the Investment Company Act. The Company will provide the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to public shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board’s (“FASB”) 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 a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the Amended and Restated Memorandum and Articles of Association which will be adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Shareholders”) agreed to vote their Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares, private placement shares (the “Private Placement Shares”) underlying the Private Placement Units and Public Shares in connection with the completion of a Business Combination. In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers or directors agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or December 11, 2022, agreement in principle or definitive agreement for an initial Business Combination within 24 months from the closing of the Initial Public Offering (the “Combination Period”), or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less taxes payable and up to $100,000 of interest to pay dissolution expenses). The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution in the Trust Account will be less than the $10.00 per share initially held in the Trust Account. In order to protect the amounts F-8 held in the Trust Account, the Sponsor 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 other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 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 $10.00 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 the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. There can be no guarantee that the Company will be successful in obtaining such waivers from its targeted vendors and service providers. Liquidity and Capital Resources As of December 31, 2020, the Company had approximately $1.4 million in its operating bank account, and working capital of approximately $1.6 million. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, the loan of approximately $83,000 from the Sponsor under the Note (see Note 6), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on December 14, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 6). As of December 31, 2020, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Basis of presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the period from October 7, 2020 (inception) through December 31, 2020 are restated in this Amendment No. 2 to the Annual Report on Form 10-K/A (“Amendment No. 2”or this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s complex financial instruments in the Company’s previously issued audited and unaudited financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. 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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 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.

Restatement of Previously Reported Financial Statements

3 Months Ended

Dec. 31, 2020

Restatement Of Previously Reported Financial Statements

NOTE 2 —RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In preparation of the Company’s unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should restate its financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. This topic is covered under EITF Topic D-98, Classification and Measurement of Redeemable Securities and Accounting Standards Codification (“ASC”) Topic 480-10-S99, “Distinguishing Liabilities from Equity”. In accordance with the SEC and its staff’s guidance on redeemable equity instruments in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity, or total shareholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets.

Effective with its financial statements for quarterly period ended September 30, 2021, the Company revised this interpretation to include temporary equity in net tangible assets.

As a result, the Company restated its previously filed financial statements to present all redeemable Class A common stock as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480.

In addition, in connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company determined it should restate its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company.

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error. Therefore, the Company, in consultation with its Audit Committee, concluded that the following financial statements should be restated: (i) audited balance sheet as of December 11, 2020 (the “Post IPO Balance Sheet”), as previously restated in the Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2020, filed with the SEC on May 19, 2021 (“2020 Form 10-K/A No. 1”) and reported as revised in the Company’s quarterly report on Form 10-Q for the quarterly period ended September 30, 2021 filed with the SEC on November 9, 2021 (the “Q3 Form 10-Q”); (ii) audited financial statements for the period ended December 31, 2020 included in the 2020 Form 10-K/A No. 1 and reported as revised in the Q3 Form 10-Q; (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 24, 2021 and reported as revised in the Q3 Form 10-0Q; (iv) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 9, 2021 and reported as revised in the Q3 Form 10-Q; and (v) footnote 2 to the unaudited interim financial statements and Item 4 of Part 1 included in the Company’s Original Q3 Form 10-Q (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company will restate its financial statements for the Affected Periods in this Amendment No. 2 for the Post IPO Balance Sheet and the Company’s audited financial statements included in the 2020 Form 10-K/A No. 1. The unaudited condensed financial statements for the periods ended March 31, 2021 and June 30, 2021 will be amended in the Company’s Quarterly Report on Amendment No. 1 to the Form 10-Q/A for the quarterly period ended September 30, 2021, to be filed with the SEC (the “Q3 Form 10-QA”).

The restatement does not have an impact on the

Company’s total assets, total liabilities, cash flows, or net income (loss), cash position or cash held in the trust account established in

connection with the IPO (the “Trust Account”).

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of December 31, 2020:


As of December 31, 2020	As Reported As Previously Restated in 10-K/A Amendment No. 1		Adjustment			As Restated
Total assets	$	139,869,628	$	—		$	139,869,628
Total liabilities	$	12,407,701	$	—		$	12,407,701
Class A ordinary shares subject to redemption at $10.00 per share	$	122,461,920	$	15,538,080		$	138,000,000
Preference shares		—		—			—
Class A ordinary shares		205		(155	)		50
Class B ordinary shares		345		—			345
Additional paid-in capital		4,958,004		(4,958,004	)		—
Accumulated deficit		41,453		(10,579,921	)		(10,538,468	)
Total shareholders’ equity (deficit)	$	5,000,007	$	(15,538,080	)	$	(10,538,073	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	$	139,869,628	$	—		$	139,869,628
Shares of Class A ordinary shares subject to redemption		12,246,192		1,553,808			13,800,000
Shares of Class A ordinary shares		1,553,808		(1,553,808	)		—

The Company’s statement of shareholders’ equity (deficit) has been restated to reflect the changes to the impacted shareholders’ equity accounts described above.

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from October 7, 2020 (inception) through December 31, 2020:


	For the period from October 7, 2020 (inception) through December 31, 2020
	As Reported As Previously Restated in 10-K/A Amendment No. 1		Adjustment			As Restated
Initial value of Class A ordinary shares subject to possible redemption	$	121,887,800	$	(121,887,800	)	$	—
Change in value of Class A ordinary shares subject to possible redemption	$	574,120	$	(574,120	)	$	—

The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the period from October 7, 2020 (inception) through December 31, 2020:


	Earnings Per Share
	As Reported		Adjustment			As Restated
For the Period from October 7, 2020 (Inception) through December 31, 2020
Net income	$	41,453	$	—		$	41,453
Weighted average shares outstanding - Class A ordinary shares		14,301,000		(10,808,895	)		3,492,105
Basic and diluted earnings per share - Class A ordinary shares	$	0.00	$	0.01		$	0.01
Weighted average number of Class B ordinary shares - basic		3,109,844		40			3,109,884
Basic net income per share, Class B	$	0.01	$	(0.00	)	$	0.01
Weighted average number of Class B ordinary shares - diluted		3,109,844		340,156			3,450,000
Diluted net income per share, Class B	$	0.01	$	(0.00	)	$	0.01

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of December 11, 2020:


As of December 11, 2020	As Reported As Previously Restated in 10-K/A Amendment No. 1			Adjustment			As Restated
Total assets	$	140,276,800		$	—		$	140,276,800
Total liabilities	$	13,388,996		$	—		$	13,388,996
Class A ordinary shares subject to redemption at $10.00 per share	$	121,887,800		$	16,112,200		$	138,000,000
Preference shares		—			—			—
Class A ordinary shares		211			(161	)		50
Class B ordinary shares		345			—			345
Additional paid-in capital		5,507,118			(5,507,118	)		—
Accumulated deficit		(507,670	)		(10,604,921	)		(11,112,591	)
Total shareholders’ equity (deficit)	$	5,000,004		$	(16,112,200	)	$	(11,112,196	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	$	140,276,800		$	—		$	140,276,800
Shares of Class A ordinary shares subject to redemption		12,188,780			1,611,220			13,800,000
Shares of Class A ordinary shares		1,611,220			(1,611,220	)		—

Summary of Significant Accounting Policies

3 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. 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 had $138,000,851 in cash equivalents held in the Trust Account as of December 31, 2020.

Investments Held in the Trust Account

The Company’s portfolio of investments held in the Trust Account is comprised of 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 investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities, which are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in gain on marketable securities, dividends and interest held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit.

Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Corporation limit of $250,000, and investments held in Trust Account. At December 31, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value Measurement

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. U.S. 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. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants have been measured at fair value using a Monte Carlo simulation model.

Fair Value of Financial Instruments

As of December 31, 2020, the carrying values of cash, accounts payable and accrued expenses, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the balance sheet. As of December 31, 2020, the Company’s portfolio of investments held in the Trust Account is comprised entirely of investments in money market funds that invest in U.S. government securities. The Company uses NAV as a practical expedient to fair value for its investments in money market funds with published NAV.

Offering costs associated with Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative

fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as

non-operating

expenses in the statement of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

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 FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A 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, Class A 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 the occurrence of uncertain future events. Accordingly, at December 31, 2020, 13,800,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in capital and accumulated deficit.

Derivative Warrant liabilities

The Company does not use derivative instruments to hedge its exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A ordinary shares, 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 issued 4,600,000 warrants to purchase Class A ordinary shares to investors in the Company’s Initial Public Offering and simultaneously issued 167,000 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC

815-40.

Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust 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 our statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants have been measured at fair value using a Monte Carlo simulation model.

Net income (loss) per ordinary share

The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of shares of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 4,767,000 Class A ordinary shares because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per share ordinary shares for the period from October 7, 2020 (inception) to December 31, 2020. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value.

The following table reflects the calculation of basic and diluted net loss per share of ordinary shares:


	For The Period From October 7, 2020 (inception) through December 31, 2020
	Class A		Class B
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income - basic		21,926		19,527
Allocation of net income - diluted		20,852		20,601
Denominator:
Basic weighted average ordinary shares outstanding		3,492,105		3,109,884
Diluted weighted average ordinary shares outstanding		3,492,105		3,450,000

Basic net income per ordinary share	$	0.01	$	0.01

Diluted net income per ordinary share	$	0.01	$	0.01

Income taxes

FASB ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. 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 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 that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Recent accounting pronouncements

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

Initial Public Offering	3 Months Ended
Initial Public Offering	Dec. 31, 2020
Initial Public Offering [Abstract]
Initial Public Offering	NOTE 4. INITIAL PUBLIC OFFERING On December 11, 2020, the Company consummated its Initial Public Offering of 13,800,000 Units, including 1,800,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $138.0 million, and incurring offering costs of approximately $8.1 million, inclusive of approximately $4.8 million in deferred underwriting commissions. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 7).

Private Placement	3 Months Ended
Private Placement	Dec. 31, 2020
Private Placement [Abstract]
Private Placement	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 501,000 Private Placement Units, at a price of $10.00 per Private Placement Unit with the Sponsor, generating gross proceeds of approximately $5.0 million. Each Private Placement Unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole private placement warrant underlying the Private Placement Units (the “Private Placement Warrants”) is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the 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 Private Placement Units will expire worthless. The Private Placement Warrants will be non-redeemable except as described below in Note 8 and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units until 30 days after the completion of the initial Business Combination.

Related Party Transactions	3 Months Ended
Related Party Transactions	Dec. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On October 7, 2020, the Sponsor paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of 2,875,000 Class B ordinary shares (the “Founder Shares”). On November 20, 2020, the Sponsor transferred 30,000 Founder Shares to each of the directors other than the Chairman. On December 8, 2020, the Company effected a share sub-division, resulting in an increase in the total number of Founder Shares outstanding from 2,875,000 to 3,450,000 shares. All shares and associated amounts have been retroactively restated to reflect the share sub-division. The Sponsor agreed to forfeit up to an aggregate of 450,000 Founder Shares to the extent that the option to purchase additional units was not exercised in full by the underwriters so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters fully exercised the over-allotment option on December 11, 2020; thus, these Founder Shares were no longer subject to forfeiture. The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the closing price of 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 the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Related party loans On October 7, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note is non-interest bearing, unsecured and due upon the closing of the Initial Public Offering. The Sponsor paid an aggregate of approximately $83,000 to cover for the Company’s expenses under the Note. On December 14, 2020, the Company fully repaid the Note. In addition, in order to fund working capital deficiencies or 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 may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million 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 unit. The private placement units would be identical to the public units sold, subject to certain limited exceptions as described in this Amendment No. to the Annual Report on Form 10-K/A. 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. As of December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement The Company entered into an agreement that provided that, commencing on the date that the Company’s securities were first listed on the Nasdaq through the earlier of consummation of the initial Business Combination and the liquidation, the Company agreed to pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to the Company. As of December 31, 2020, the Company accrued approximately $7,000 for expenses in connection with the Administrative Services Agreement from the listing date through December 31, 2020, which is reflected in the accompanying statement of operations. There was approximately $7,000 included in accrued expenses as of December 31, 2020. In addition, the Sponsor, 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 audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, officers or directors, or the Company’s or their affiliates. Any such payments prior to an initial Business Combination will be made from funds held outside the Trust Account.

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 7. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Units, Private Placement Shares, Private Placement Warrants, Class A ordinary shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the prospectus relating to the Initial Public Offering to purchase up to 1,800,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters fully exercised the over-allotment option on December 11, 2020. The underwriters will be entitled to an underwriting discount of $0.20 per unit, or approximately $2.8 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $4.8 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Derivative Warrant Liabilities

3 Months Ended

Dec. 31, 2020

Derivative Warrant Liabilities [Abstract]

Derivative Warrant Liabilities

NOTE 8. DERIVATIVE WARRANT LIABILITIES

At December 31, 2020, there were 4,767,000 warrants issued or outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under certain circumstances). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. 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 the initial 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. Notwithstanding the above, 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” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 the initial 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 board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by the Initial Shareholders 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 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 Class A ordinary shares during the

10-trading

day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then 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, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price (and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price see “— Redemption of warrants for cash when the price per class A ordinary share equals or exceeds $18.00” and “— Redemption of warrants for Class A ordinary shares when the price per class A ordinary share equals or exceeds $10.00” as described below).

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except (i) that the Private Placement Warrants and the Class A ordinary shares issuable upon 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, (ii) except as described below, the Private Placement Warrants will be

non-redeemable

so long as they are held by the Sponsor or such its permitted transferees and (iii) the Sponsor or its

permitted transferees will have the option to exercise the Private Placement Warrants on a cashless basis and have certain registration rights. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.

Redemption of warrants for cash when the price per Class

A ordinary share equals or exceeds $18.00

: Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants):

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

•

if, and only if, the last reported sales price (the “closing price”) of 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 the Company sends the notice of redemption to the warrant holders (the “Reference Value”).

The Company will not redeem the warrants as described above 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 to those Class A ordinary shares is available throughout the

30-day

redemption period. If and when the warrants become redeemable by the Company, it 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 for Class

A ordinary shares when the price per Class

A ordinary share equals or exceeds $10.00

: After 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 holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares;

•

if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted per 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, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its warrants) as the outstanding Public Warrants as described above.

The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).

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.

Class A Ordinary Shares Subject To Possible Redemption

3 Months Ended

Dec. 31, 2020

Temporary Equity Disclosure [Abstract]

Class A Ordinary Shares Subject To Possible Redemption

NOTE 9. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. As of December 31, 2020, there were 14,301,000 shares of Class A ordinary shares outstanding, of which 13,800,000 shares were subject to possible redemption.

The Class A ordinary shares issued in the Initial Public Offering were recognized in Class A ordinary shares subject to possible redemption as follows:


Gross proceeds	$	138,000,000
Less:
Proceeds allocated to public warrants		(7,682,000	)
Class A ordinary share issuance costs		(7,653,636	)
Plus:
Accretion of carrying value to redemption value		15,335,636

Class A ordinary share subject to possible redemption	$	138,000,000

Shareholders' Deficit	3 Months Ended
Shareholders' Deficit	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
Shareholders' Deficit	NOTE 10. SHAREHOLDERS’ DEFICIT Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share. At December 31, 2020, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 479,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. At December 31, 2020, there were 14,301,000 Class A ordinary shares issued or outstanding, including 13,800,000 Class A ordinary shares subject to possible redemption (See Note 9). Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. On October 7, 2020, the Company issued 2,875,000 Class B ordinary shares. On December 8, 2020, the Company effected a share sub-division, resulting in an increase in the total number of Class B ordinary shares outstanding from 2,875,000 to 3,450,000 shares. All shares and associated amounts have been retroactively restated to reflect the share sub-division. Of the 3,450,000 Class B ordinary shares outstanding, up to 450,000 shares were subject to forfeiture, to the Company by the Initial Shareholders for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Initial Shareholders would collectively own 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (excluding the Private Placement Shares and assuming the initial shareholders do not purchase any units in the Initial Public Offering). The underwriters fully exercised the over-allotment option on December 11, 2020; thus, these 450,000 Class B ordinary shares were no longer subject to forfeiture. At December 31, 2020, there were 3,450,000 Class B ordinary shares issued or outstanding Class A and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. Prior to the initial Business Combination, only holders of the Founder Shares will have the right to vote on the appointment of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of a majority of the Founder Shares may remove a member of the board of directors for any reason. The provisions of the Amended and Restated Memorandum and Articles of Association governing the appointment or removal of directors prior to the initial Business Combination may only be amended by a special resolution passed by holders representing at least two-thirds of the issued and outstanding Class B ordinary shares. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial 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 (excluding the Private Placement Shares) issued and outstanding upon the consummation 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 the initial Business Combination (net of any redemptions of Class A ordinary shares by Public Shareholders), 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 the initial Business Combination and any Private Placement Units issued to the Sponsor, members of the 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.

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

+ References

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+ Details

Fair Value Measurements

3 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 11. FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy:


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Cash held in Trust Account	$	138,000,851	$	—	$	—
Liabilities:
Derivative warrant liabilities	$	—	$	—	$	7,341,180

Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels of the hierarchy in during the period from October 7, 2020 (inception) through December 31, 2020.

The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model For the period from October 7, 2020 (inception) through December 31, 2020, the Company recognized an unrealized gain resulting from a decrease in the fair value of liabilities of approximately $0.6 million presented as change in fair value of derivative warrant liabilities on the accompanying statement of operations.

The estimated fair value of the Private Placement Warrants, and the Public Warrants, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its Class A ordinary shares warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s Class A ordinary shares 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 remaining at zero.

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement:


	As of December 11, 2020			As of December 31, 2020
Volatility		23.0	%		21.0	%
Stock price	$	10.30		$	10.38
Expected term to Business Combination		1			1
Risk-free rate		0.50	%		0.51	%
Dividend yield		0.0	%		0.0	%

The change in the fair value of the derivative warrant liabilities for the period from October 7, 2020 (inception) through December 31, 2020 is summarized as follows:


Derivative warrant liabilities at October 7, 2020 (inception)	$	—
Issuance of Public and Private Warrants		7,960,890
Change in fair value of derivative warrant liabilities		(619,710	)

Derivative warrant liabilities at December 31, 2020	$	7,341,180

Cash and Cash Equivalents

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
Subsequent Events	Dec. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	NOTE 12. 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 on this review, other than the restatements described in Note 2, the Company did not identify any subsequent events, that would have required adjustment or disclosure in the financial statements.

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Use of estimates

Investments Held in the Trust Account

Concentration of Credit Risk

Concentration of credit risk

Fair Value Measurements

Fair Value Measurement

•

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

•

Fair Value of Financial Instruments

Offering costs associated with Initial Public Offering

fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as

non-operating

Class A Ordinary Shares Subject to Possible Redemption

Class A Ordinary Shares subject to possible redemption

Derivative Warrant Liabilities

Derivative Warrant liabilities

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.

815-40.

Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to

re-measurement

Net income (loss) per ordinary share

The following table reflects the calculation of basic and diluted net loss per share of ordinary shares:


	For The Period From October 7, 2020 (inception) through December 31, 2020
	Class A		Class B
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income - basic		21,926		19,527
Allocation of net income - diluted		20,852		20,601
Denominator:
Basic weighted average ordinary shares outstanding		3,492,105		3,109,884
Diluted weighted average ordinary shares outstanding		3,492,105		3,450,000

Basic net income per ordinary share	$	0.01	$	0.01

Diluted net income per ordinary share	$	0.01	$	0.01

Income Taxes

Income taxes

Recent accounting pronouncements

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

Restatement of Previously Reported Financial Statements (Tables)

3 Months Ended

Dec. 31, 2020

Restatement Of Previously Reported Financial Statements [Abstract]

Summary Of impact of the restatement on the financial statements for the Affected Quarterly Periods

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of December 31, 2020:


As of December 31, 2020	As Reported As Previously Restated in 10-K/A Amendment No. 1		Adjustment			As Restated
Total assets	$	139,869,628	$	—		$	139,869,628
Total liabilities	$	12,407,701	$	—		$	12,407,701
Class A ordinary shares subject to redemption at $10.00 per share	$	122,461,920	$	15,538,080		$	138,000,000
Preference shares		—		—			—
Class A ordinary shares		205		(155	)		50
Class B ordinary shares		345		—			345
Additional paid-in capital		4,958,004		(4,958,004	)		—
Accumulated deficit		41,453		(10,579,921	)		(10,538,468	)
Total shareholders’ equity (deficit)	$	5,000,007	$	(15,538,080	)	$	(10,538,073	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	$	139,869,628	$	—		$	139,869,628
Shares of Class A ordinary shares subject to redemption		12,246,192		1,553,808			13,800,000
Shares of Class A ordinary shares		1,553,808		(1,553,808	)		—


	For the period from October 7, 2020 (inception) through December 31, 2020
	As Reported As Previously Restated in 10-K/A Amendment No. 1		Adjustment			As Restated
Initial value of Class A ordinary shares subject to possible redemption	$	121,887,800	$	(121,887,800	)	$	—
Change in value of Class A ordinary shares subject to possible redemption	$	574,120	$	(574,120	)	$	—


	Earnings Per Share
	As Reported		Adjustment			As Restated
For the Period from October 7, 2020 (Inception) through December 31, 2020
Net income	$	41,453	$	—		$	41,453
Weighted average shares outstanding - Class A ordinary shares		14,301,000		(10,808,895	)		3,492,105
Basic and diluted earnings per share - Class A ordinary shares	$	0.00	$	0.01		$	0.01
Weighted average number of Class B ordinary shares - basic		3,109,844		40			3,109,884
Basic net income per share, Class B	$	0.01	$	(0.00	)	$	0.01
Weighted average number of Class B ordinary shares - diluted		3,109,844		340,156			3,450,000
Diluted net income per share, Class B	$	0.01	$	(0.00	)	$	0.01

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of December 11, 2020:


As of December 11, 2020	As Reported As Previously Restated in 10-K/A Amendment No. 1			Adjustment			As Restated
Total assets	$	140,276,800		$	—		$	140,276,800
Total liabilities	$	13,388,996		$	—		$	13,388,996
Class A ordinary shares subject to redemption at $10.00 per share	$	121,887,800		$	16,112,200		$	138,000,000
Preference shares		—			—			—
Class A ordinary shares		211			(161	)		50
Class B ordinary shares		345			—			345
Additional paid-in capital		5,507,118			(5,507,118	)		—
Accumulated deficit		(507,670	)		(10,604,921	)		(11,112,591	)
Total shareholders’ equity (deficit)	$	5,000,004		$	(16,112,200	)	$	(11,112,196	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	$	140,276,800		$	—		$	140,276,800
Shares of Class A ordinary shares subject to redemption		12,188,780			1,611,220			13,800,000
Shares of Class A ordinary shares		1,611,220			(1,611,220	)		—

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Summary of Basic and Diluted Net Income Per Share

The following table reflects the calculation of basic and diluted net loss per share of ordinary shares:


	For The Period From October 7, 2020 (inception) through December 31, 2020
	Class A		Class B
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income - basic		21,926		19,527
Allocation of net income - diluted		20,852		20,601
Denominator:
Basic weighted average ordinary shares outstanding		3,492,105		3,109,884
Diluted weighted average ordinary shares outstanding		3,492,105		3,450,000

Basic net income per ordinary share	$	0.01	$	0.01

Diluted net income per ordinary share	$	0.01	$	0.01

Class A Ordinary Shares Subject To Possible Redemption (Tables)

3 Months Ended

Dec. 31, 2020

Temporary Equity Disclosure [Abstract]

Summary Of Class A Ordinary Shares Subject To Possible Redemption

The Class A ordinary shares issued in the Initial Public Offering were recognized in Class A ordinary shares subject to possible redemption as follows:


Gross proceeds	$	138,000,000
Less:
Proceeds allocated to public warrants		(7,682,000	)
Class A ordinary share issuance costs		(7,653,636	)
Plus:
Accretion of carrying value to redemption value		15,335,636

Class A ordinary share subject to possible redemption	$	138,000,000

Fair Value Measurements (Tables)

3 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Summary of quantitative information regarding fair value measurements


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Cash held in Trust Account	$	138,000,851	$	—	$	—
Liabilities:
Derivative warrant liabilities	$	—	$	—	$	7,341,180

Summary of fair value measurements inputs for the Company's warrants

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement:


	As of December 11, 2020			As of December 31, 2020
Volatility		23.0	%		21.0	%
Stock price	$	10.30		$	10.38
Expected term to Business Combination		1			1
Risk-free rate		0.50	%		0.51	%
Dividend yield		0.0	%		0.0	%

Summary of changes in fair value of the derivative warrant liabilities

The change in the fair value of the derivative warrant liabilities for the period from October 7, 2020 (inception) through December 31, 2020 is summarized as follows:


Derivative warrant liabilities at October 7, 2020 (inception)	$	—
Issuance of Public and Private Warrants		7,960,890
Change in fair value of derivative warrant liabilities		(619,710	)

Derivative warrant liabilities at December 31, 2020	$	7,341,180

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

Description of Organization, Business Operations and Basis of Presentation - Additional Information (Detail) - USD ($)		3 Months Ended
	Dec. 11, 2020	Dec. 31, 2020	Sep. 30, 2021
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Sale of stock issue price per share	$ 10.00
Proceeds from initial public offer	$ 138,000,000.0	$ 138,000,000
Adjustments to additional paid in capital stock issuance costs	8,100,000
Deferred underwriting commissions	$ 4,800,000	4,830,000
Proceeds from private placement		5,010,000
Payment to acquire restricted investments		$ 138,000,000
Restricted investment value per share		$ 10.00
Term of restricted investments		185 days
Temporary equity redemption price per share		$ 10.00
Minimum net worth necessary to carry out business combination		$ 5,000,001	$ 5,000,001
Percentage of public shares to be redeemed in case business combination is not consummated		100.00%
Period within which business combination shall be consummated from the date of initial public offer		24 months
Expenses payable on liquidation		$ 100,000
Minimum per share amount to be maintained in the trust account		$ 10.00
Cash at bank		$ 1,365,094
Net working capital		1,600,000
Proceeds from related party debt		83,000
Stock issued during period, value, issued for services		$ 25,000
Minimum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Fair value of net assets of the acquire as a percentage of assets in the trust account		80.00%
Equity method investment ownership percentage		50.00%
IPO [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Proceeds from initial public offer		$ 138,000,000
Common Class A [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issued during the period shares		501,000
Percentage of shares eligible to be transferred without any restriction		15.00%
Common Class A [Member] \| IPO [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issued during the period shares	13,800,000
Common Class A [Member] \| Over-Allotment Option [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issued during the period shares	1,800,000
Class A Common Stock And One Third Of One Redeemable Warrant \| Private Placement [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issued during the period shares		501,000
Sale of stock issue price per share		$ 10.00

Restatement of Previously Reported Financial Statements - Summary Of Impact Of The Restatement On The Financial Statements For The Affected Quarterly Periods (Details) - USD ($)

3 Months Ended

Dec. 31, 2020

Dec. 11, 2020

Dec. 08, 2020

Dec. 07, 2020

Oct. 06, 2020

Total assets

$ 139,869,628

Class A ordinary shares subject to redemption at $10.00 per share

12,407,701

138,000,000

(10,538,468)

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit

(10,538,073)

$ 0

$ 139,869,628

Shares of Class A ordinary shares subject to redemption

13,800,000

Supplemental disclosure of noncash financing activities:

Error Corrections and Prior Period Adjustments Restatement [Line Items]

$ 41,453

Common Class A [Member]

Class A ordinary shares subject to redemption at $10.00 per share

138,000,000

Shares of Class A ordinary shares subject to redemption

$ 50

13,800,000

Supplemental disclosure of noncash financing activities:

501,000

Basic and diluted weighted average shares outstanding

3,492,105

Weighted average number of Class B ordinary shares - basic

$ 0.01

3,492,105

Weighted average number of Class B ordinary shares - diluted

$ 0.01

3,492,105

Error Corrections and Prior Period Adjustments Restatement [Line Items]

$ 0.01

Common Class B [Member]

^[1]

$ 345

Supplemental disclosure of noncash financing activities:

3,450,000

2,875,000

Weighted average number of Class B ordinary shares - basic

3,109,884

Weighted average number of Class B ordinary shares - diluted

$ 0.01

3,450,000

As Previously Reported [Member]

$ 0.01

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Total assets

$ 139,869,628

$ 140,276,800

Class A ordinary shares subject to redemption at $10.00 per share

12,407,701

13,388,996

122,461,920

121,887,800

4,958,004

5,507,118

41,453

(507,670)

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit

5,000,007

5,000,004

$ 139,869,628

$ 140,276,800

Shares of Class A ordinary shares subject to redemption

12,246,192

12,188,780

Supplemental disclosure of noncash financing activities:

1,553,808

1,611,220

Change in value of Class A ordinary shares subject to possible redemption

$ 574,120

Initial value of Class A ordinary shares subject to possible redemption

121,887,800

As Previously Reported [Member] | Common Class A [Member]

41,453

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Supplemental disclosure of noncash financing activities:

$ 205

$ 211

Basic and diluted weighted average shares outstanding

14,301,000

As Previously Reported [Member] | Common Class B [Member]

$ 0.00

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Supplemental disclosure of noncash financing activities:

$ 345

345

Weighted average number of Class B ordinary shares - basic

3,109,844

Weighted average number of Class B ordinary shares - diluted

$ 0.01

3,109,844

Error Corrections and Prior Period Adjustments Restatement [Line Items]

$ 0.01

Adjustment [Member]

Class A ordinary shares subject to redemption at $10.00 per share

$ 15,538,080

16,112,200

(4,958,004)

(5,507,118)

(10,579,921)

(10,604,921)

Shares of Class A ordinary shares subject to redemption

$ (15,538,080)

$ (16,112,200)

1,553,808

1,611,220

Supplemental disclosure of noncash financing activities:

(1,553,808)

(1,611,220)

Change in value of Class A ordinary shares subject to possible redemption

$ (574,120)

Initial value of Class A ordinary shares subject to possible redemption

(121,887,800)

Adjustment [Member] | Common Class A [Member]

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Supplemental disclosure of noncash financing activities:

$ (155)

$ (161)

Basic and diluted weighted average shares outstanding

(10,808,895)

Adjustment [Member] | Common Class B [Member]

$ 0.01

Supplemental disclosure of noncash financing activities:

Weighted average number of Class B ordinary shares - basic

Weighted average number of Class B ordinary shares - diluted

$ 0.00

340,156

Error Corrections and Prior Period Adjustments Restatement [Line Items]

$ 0.00

As Restated [Member]

Total assets

$ 139,869,628

140,276,800

Class A ordinary shares subject to redemption at $10.00 per share

12,407,701

13,388,996

138,000,000

(10,538,468)

(11,112,591)

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit

(10,538,073)

(11,112,196)

$ 139,869,628

$ 140,276,800

Shares of Class A ordinary shares subject to redemption

13,800,000

Supplemental disclosure of noncash financing activities:

Change in value of Class A ordinary shares subject to possible redemption

$ 0

Initial value of Class A ordinary shares subject to possible redemption

As Restated [Member] | Common Class A [Member]

41,453

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Supplemental disclosure of noncash financing activities:

$ 50

Basic and diluted weighted average shares outstanding

3,492,105

As Restated [Member] | Common Class B [Member]

$ 0.01

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Supplemental disclosure of noncash financing activities:

$ 345

Weighted average number of Class B ordinary shares - basic

3,109,884

Weighted average number of Class B ordinary shares - diluted

$ 0.01

3,450,000

$ 0.01

[1]	On December 8, 2020, the Company effected a share sub-division, resulting in an increase in the total number of Founder Shares outstanding from 2,875,000 to 3,450,000 shares. All shares and associated amounts have been retroactively restated to reflect the share sub-division.

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)		3 Months Ended
	Dec. 11, 2020	Dec. 31, 2020	Sep. 30, 2021
Accounting Policies [Line Items]
Term of restricted investments		185 days
Net asset value		$ 1.00
Cash insured with federal depository insurance corporation		$ 250,000
Temporary equity shares outstanding		13,800,000
Unrecognized tax benefits		$ 0
Accrued interest and penalties on unrecognized tax benefits		0
Cash equivalents in its operating account		138,000,851
Minimum Net Worth Required for Compliance		$ 5,000,001	$ 5,000,001
IPO [Member]
Accounting Policies [Line Items]
Class of warrants issued during the period	4,600,000
Private Placement [Member]
Accounting Policies [Line Items]
Class of warrants issued during the period	167,000
Class A Common Stock Subject to Possible Redemption [Member]
Accounting Policies [Line Items]
Temporary equity shares outstanding		13,800,000
Warrant [Member]
Accounting Policies [Line Items]
Antidilutive securities excluded from the computation of earnings per share		4,767,000

Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income Per Share (Detail)	3 Months Ended
	Dec. 31, 2020 USD ($) $ / shares shares
Common Class A [Member]
Numerator:
Allocation of net income - basic \| $	$ 21,926
Allocation of net income - diluted \| $	$ 20,852
Denominator:
Basic weighted average ordinary shares outstanding \| shares	3,492,105
Diluted weighted average ordinary shares outstanding \| shares	3,492,105
Basic net income per ordinary share \| $ / shares	$ 0.01
Diluted net income per ordinary share \| $ / shares	$ 0.01
Common Class B [Member]
Numerator:
Allocation of net income - basic \| $	$ 19,527
Allocation of net income - diluted \| $	$ 20,601
Denominator:
Basic weighted average ordinary shares outstanding \| shares	3,109,884
Diluted weighted average ordinary shares outstanding \| shares	3,450,000
Basic net income per ordinary share \| $ / shares	$ 0.01
Diluted net income per ordinary share \| $ / shares	$ 0.01

Initial Public Offering - Additional Information (Detail) - USD ($)		3 Months Ended
	Dec. 11, 2020	Dec. 31, 2020
Initial Public Offering [Line Items]
Sale of stock issue price per share	$ 10.00
Proceeds from initial public offer	$ 138,000,000.0	$ 138,000,000
Adjustments to additional paid in capital stock issuance costs	8,100,000
Deferred underwriting commissions	$ 4,800,000	$ 4,830,000
Class of warrant or right, exercise price of warrants or rights		$ 11.50
IPO [Member]
Initial Public Offering [Line Items]
Proceeds from initial public offer		$ 138,000,000
Common Class A [Member]
Initial Public Offering [Line Items]
Stock issued during the period shares		501,000
Class of warrant or right, exercise price of warrants or rights	$ 11.50	$ 11.50
Common Class A [Member] \| IPO [Member]
Initial Public Offering [Line Items]
Stock issued during the period shares	13,800,000
Common Class A [Member] \| Over-Allotment Option [Member]
Initial Public Offering [Line Items]
Stock issued during the period shares	1,800,000

Private Placement - Additional Information (Detail) - USD ($)	3 Months Ended
	Dec. 31, 2020	Dec. 11, 2020
Private Placement [Line Items]
Sale of stock issue price per share		$ 10.00
Proceeds from private placement	$ 5,010,000
Class of warrant or right, exercise price of warrants or rights	$ 11.50
Class A Common Stock and One Third of One Redeemable Warrant [Member] \| Private Placement [Member]
Private Placement [Line Items]
Stock issued during the period shares	501,000
Sale of stock issue price per share	$ 10.00
Common Class A [Member]
Private Placement [Line Items]
Stock issued during the period shares	501,000
Class of warrant or right, exercise price of warrants or rights	$ 11.50	$ 11.50

Related Party Transactions - Additional Information (Detail) - USD ($)		3 Months Ended
	Oct. 07, 2020	Dec. 31, 2020	Dec. 08, 2020	Dec. 07, 2020	Nov. 20, 2020
Payments of stock issuance costs		$ 3,062,000
Proceeds from related party debt		83,000
Agreed amount to repay for administrative services		10,000
Administrative expenses—related party		6,774
Accrued expenses		74,043
Administration And Support Services [Member]
Accrued expenses		7,000
Related Party Loan [Member]
Line of credit facility, maximum borrowing capacity	$ 300,000
Proceeds from related party debt	$ 83,000
Working Capital Loan [Member]
Share Price	$ 10.00
Convertible debt	$ 1,500,000
Long-term debt, gross		$ 0
Founder Shares [Member]
Payments of stock issuance costs	$ 25,000
Number of shares transferred					30,000
Common Class A [Member]
Stock issued during the period shares		501,000
Common stock shares outstanding		501,000
Share Price		$ 9.20
Common Class A [Member] \| Minimum [Member]
Share Price			$ 12.00
Common Class B [Member]
Common stock shares outstanding		3,450,000	3,450,000	2,875,000
Number of shares forfeited			450,000
Percent of founder shares to issued and outstanding shares			20.00%
Common Class B [Member] \| Founder Shares [Member]
Stock issued during the period shares	2,875,000
Common stock shares outstanding			3,450,000	2,875,000
Number of shares forfeited			450,000
Percent of founder shares to issued and outstanding shares			20.00%

Commitments and Contingencies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended
	Dec. 11, 2020	Dec. 31, 2020
Loss Contingencies [Line Items]
Underwriting discount per unit		$ 0.20
Underwriting discount value		$ 2.8
Deferred underwriting commissions per unit		$ 0.35
Deferred underwriting commissions value		$ 4.8
Common Class A [Member]
Loss Contingencies [Line Items]
Stock issued during the period shares		501,000
Over-Allotment Option [Member] \| Common Class A [Member]
Loss Contingencies [Line Items]
Stock issued during the period shares	1,800,000

Derivative Warrant Liabilities - Additional Information (Detail) - $ / shares	Dec. 31, 2020	Dec. 11, 2020
Derivative Warrant Liabilities [Line Items]
Class of Warrant or Right, Outstanding	4,767,000
Exercise Price of Warrants or Rights	$ 11.50
Warrants and Rights Outstanding, Term	5 years
Percent of gross proceeds from such issuances to total equity proceeds	60.00%
Number of Securities Called by Each Warrant or Right	0.361
Share Trigger Price One [Member]
Derivative Warrant Liabilities [Line Items]
Share Price	$ 9.20
Percent of exercise price of the warrants adjusted to share price	115.00%
Share Trigger Price Two [Member]
Derivative Warrant Liabilities [Line Items]
Exercise Price of Warrants or Rights	$ 0.01
Share Price	$ 18.00
Percent of exercise price of the warrants adjusted to share price	180.00%
Share Trigger Price Three [Member]
Derivative Warrant Liabilities [Line Items]
Exercise Price of Warrants or Rights	$ 0.10
Share Price	10.00
Common Class A [Member]
Derivative Warrant Liabilities [Line Items]
Exercise Price of Warrants or Rights	11.50	$ 11.50
Share Price	$ 9.20

Class A Ordinary Shares Subject To Possible Redemption - Summary Of Class A Ordinary Shares Subject To Possible Redemption (Detail) - USD ($)		3 Months Ended
	Dec. 11, 2020	Dec. 31, 2020
Temporary Equity [Line Items]
Gross proceeds	$ 138,000,000.0	$ 138,000,000
Proceeds allocated to public warrants		(619,710)
Class A ordinary share subject to possible redemption		138,000,000
IPO [Member]
Temporary Equity [Line Items]
Gross proceeds		138,000,000
Proceeds allocated to public warrants		(7,682,000)
Common Class A [Member]
Temporary Equity [Line Items]
Class A ordinary share issuance costs		(7,653,636)
Accretion of carrying value to redemption value		15,335,636
Class A ordinary share subject to possible redemption		$ 138,000,000