Frazier Lifesciences Acquisition 10-K/A31 Jan 222020 FY Annual report (amended)Financial data

Company Profile

Cover Page

Cover Page - USD ($) $ in Millions	3 Months Ended
Cover Page - USD ($) $ in Millions	Dec. 31, 2020	Mar. 31, 2021
Document Information [Line Items]
Document Type	10-K/A
Amendment Flag	true
Document Annual Report	true
Document Transition Report	false
Entity Registrant Name	FRAZIER LIFESCIENCES ACQUISITION CORPORATION
Entity Central Index Key	0001828326
Document Period End Date	Dec. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-31
Entity Incorporation, State or Country Code	E9
Entity File Number	001-39765
Entity Tax Identification Number	98-1562203
Entity Address, Address Line One	Two Union Square
Entity Address, Address Line Two	601 Union St., Suite 3200
Entity Address, City or Town	Seattle
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98101
City Area Code	206
Local Phone Number	621-7200
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	FLAC
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Amendment Description	References throughout this Amendment No. 2 to the Annual Report on Form 10-K/A to “we,” “us,” the “Company” or “our company” are to Frazier Lifesciences Acquisition Corporation., unless the context otherwise indicates. This Amendment No. 2 to the Annual Report on Form 10-K/A (the “Report”) amends Amendment No. 1 to the Annual Report on Form 10-K/A of Frazier Lifesciences Acquisition Corporation as of December 31, 2020 and for the period from October 7, 2020 (inception) to December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on May 24, 2021 (the “First Amended Filing”). In preparation of the Company’s financial statements as of and for the quarterly period ended September 30, 2021, the Company concluded it should revise its previously filed financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with 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 (deficit). Although the Company did not specify a maximum redemption threshold, its amended and restated memorandum and articles of association 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. 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. After further consideration of the impact of the error that led to the revised September 30, 2021 financial statements, on December , 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued (i) audited balance sheet as of December 11, 2020 (the “Post IPO Balance Sheet”), as previously restated in First Amended Filing, (ii) audited financial statements for the period ended December 31, 2020 included in the First Amended Filing, (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 Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 (the “Original Q3 Form 10Q”); (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 Company’s Original 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 is restating its financial statements for the Affected Periods in this Form 10-K/A for the Post IPO Balance Sheet and the Company’s audited financial statements for the period ended December 31, 2020 included in the First Amended Filing. The unaudited condensed financial statements for the quarterly periods ended March 31, 2021 and June 30, 2021 will be amended in the Company’s Amendment No. 1 to the Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021, to be filed with the SEC (the “Q3 Form 10-Q/A”). In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation differs from the previously presented method of earnings per share, which was similar to the two-class method. The restatement does not have an impact on the Company’s cash position and cash held in the trust account (the “Trust Account”) established in connection with the IPO. The Company’s management has concluded that a material weakness remains in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. As a result of that reassessment, we determined that our disclosure controls and procedures for such periods were not effective with respect to the proper accounting and classification of complex financial instruments. For more information, see Item 9A included in this Amendment No. 2. We are filing this Amendment No. 2 to amend and restate the First Amended Filing with modification as necessary to reflect the restatements. The following items have been amended to reflect the restatements: Part I, Item 1A. Risk Factors Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Part II, Item 8. Financial Statements and Supplementary Data Part II, Item 9A. Controls and Procedures In addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing in connection with this Form 10-K/A (Exhibits 31.1, 31.2, 32.1 and 32.2). Except as described above, no other information included in the Annual Report on Form 10-K of the Company as of and for the period ended December 31, 2020, as filed with the SEC on March 26, 2021 (the “Original”) or the First Amended Filing is being amended or updated by this Amendment No. 2 and, other than as described herein, this Amendment No. 2 does not purport to reflect any information or events subsequent to the Original Filing or the First Amended Filing.
Entity Well-known Seasoned Issuer	No
Entity Public Float	$ 132.1
Entity Voluntary Filers	No
ICFR Auditor Attestation Flag	false
Units, each consisting of one Class A ordinary share and one-third of a Warrant to acquire one Class A ordinary share [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-third of a Warrant to acquire one Class A ordinary share
Trading Symbol	FLACU
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		7,625,297
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	FLACW
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		2,225,216
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		6,675,703
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		3,450,000

Condensed Balance Sheets

Condensed Balance Sheets	Dec. 31, 2020USD ($)
Current assets
Cash	$ 1,365,094
Prepaid expenses	503,683
Total current assets	1,868,777
Investments held in Trust Account	138,000,851
Total Assets	139,869,628
Current liabilities
Accounts payable	162,478
Accrued expenses	74,043
Total current liabilities	236,521
Deferred underwriting commissions	4,830,000
Derivative warrant liabilities	7,341,180
Total liabilities	12,407,701
Commitments and Contingencies
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
Additional paid-in capital	0
Accumulated deficit	(10,538,468)
Total shareholders' deficit	(10,538,073)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	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 Stock	50
Common Class B [Member]
Shareholders' Equity
Common Stock	$ 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 (Parent

Condensed Balance Sheet (Parenthetical)	Dec. 31, 2020$ / sharesshares
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
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 Operati

Condensed Statements of Operations	3 Months Ended
Condensed Statements of Operations	Dec. 31, 2020USD ($)$ / sharesshares
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

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]
Beginning balance at Oct. 06, 2020		$ 0			$ 0	$ 0		$ 0	$ 0
Beginning balance, Shares at Oct. 06, 2020					0	0	[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)
Net income (loss)		41,453							41,453
Ending balance at Dec. 31, 2020		$ (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.

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows	3 Months Ended
Condensed Statement of Cash Flows	Dec. 31, 2020USD ($)
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, Bu

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 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 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 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 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 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 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 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 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

Restatement of Previously Repor

Restatement of Previously Reported Financial Statements	3 Months Ended
Restatement of Previously Reported Financial Statements	Dec. 31, 2020
Restatement Of Previously Reported Financial Statements [Abstract]
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 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 As Reported As Previously 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 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 Accounti

Summary of Significant Accounting Policies	3 Months Ended
Summary of Significant Accounting Policies	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 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. re-assessed 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. re-measurement 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 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

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

Private Placement

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 non-redeemable 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

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, sub-division. 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, 30-trading 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 non-interest 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 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

Commitments and Contingencies

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 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

Derivative Warrant Liabilities

Derivative Warrant Liabilities	3 Months Ended
Derivative Warrant Liabilities	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 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 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 • 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, 30-trading 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 of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00 • 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

Class A Ordinary Shares Subject To Possible Redemption	3 Months Ended
Class A Ordinary Shares Subject To Possible Redemption	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

Shareholders' Deficit	3 Months Ended
Shareholders' Deficit	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
Shareholders' Deficit	NOTE 10. SHAREHOLDERS’ DEFICIT Preference Shares Class A Ordinary Shares Class B Ordinary Shares sub-division, sub-division. 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 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 one-to-one.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
Fair Value Measurements	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 Significant Other Significant Other 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 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

Subsequent Events

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 Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2020
Accounting Policies [Abstract]
Use of estimates	Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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	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	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	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 Measurements	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	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 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
Class A Ordinary Shares Subject to Possible Redemption	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	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. re-assessed 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. re-measurement
Net income (loss) per ordinary share	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 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 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.
Recent accounting pronouncements	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 Rep_2

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 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 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 As Reported As Previously 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 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 Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
Summary of Significant Accounting Policies (Tables)	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 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 Subje_2

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

Fair Value Measurements (Tables)	3 Months Ended
Fair Value Measurements (Tables)	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Summary of quantitative information regarding 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 Significant Other Significant Other 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.
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

Description of Organization, _2

Description of Organization, Business Operations and Basis of Presentation - Additional Information (Detail) - USD ($)	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
Proceeds from initial public offer	$ 138,000,000	$ 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
Term of restricted investments		185 days
Temporary equity redemption price per share		$ 10
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
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

Restatement of Previously Rep_3

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
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total assets		$ 139,869,628
Total liabilities		12,407,701
Class A ordinary shares subject to redemption at $10.00 per share		138,000,000
Preference shares
Additional paid-in capital		0
Retained earnings (Accumulated deficit)		(10,538,468)
Total shareholders' deficit		(10,538,073)				$ 0
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit		$ 139,869,628
Shares of Class A ordinary shares subject to redemption		13,800,000
Supplemental disclosure of noncash financing activities:
Net income (loss)		$ 41,453
Common Class A [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A ordinary shares subject to redemption at $10.00 per share		138,000,000
Common Stock		$ 50
Shares of Class A ordinary shares subject to redemption		13,800,000
Shares of Class A ordinary shares		501,000
Supplemental disclosure of noncash financing activities:
Basic and diluted weighted average shares outstanding		3,492,105
Basic and diluted earnings per share		$ 0.01
Weighted average number of Class B ordinary shares - basic		3,492,105
Basic net income per share, Class B		$ 0.01
Weighted average number of Class B ordinary shares - diluted		3,492,105
Diluted net income per share, Class B		$ 0.01
Common Class B [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common Stock	[1]	$ 345
Shares of Class A ordinary shares		3,450,000		3,450,000	2,875,000
Supplemental disclosure of noncash financing activities:
Weighted average number of Class B ordinary shares - basic		3,109,884
Basic net income per share, Class B		$ 0.01
Weighted average number of Class B ordinary shares - diluted		3,450,000
Diluted net income per share, Class B		$ 0.01
As Previously Reported [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total assets		$ 139,869,628	$ 140,276,800
Total liabilities		12,407,701	13,388,996
Class A ordinary shares subject to redemption at $10.00 per share		122,461,920	121,887,800
Preference shares		0
Additional paid-in capital		4,958,004	5,507,118
Retained earnings (Accumulated deficit)		41,453	(507,670)
Total shareholders' deficit		5,000,007	5,000,004
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit		$ 139,869,628	$ 140,276,800
Shares of Class A ordinary shares subject to redemption		12,246,192	12,188,780
Shares of Class A ordinary shares		1,553,808	1,611,220
Supplemental disclosure of noncash financing activities:
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
Net income (loss)		41,453
As Previously Reported [Member] \| Common Class A [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common Stock		$ 205	$ 211
Supplemental disclosure of noncash financing activities:
Basic and diluted weighted average shares outstanding		14,301,000
Basic and diluted earnings per share		$ 0
As Previously Reported [Member] \| Common Class B [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common Stock		$ 345	345
Supplemental disclosure of noncash financing activities:
Weighted average number of Class B ordinary shares - basic		3,109,844
Basic net income per share, Class B		$ 0.01
Weighted average number of Class B ordinary shares - diluted		3,109,844
Diluted net income per share, Class B		$ 0.01
Adjustment [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A ordinary shares subject to redemption at $10.00 per share		$ 15,538,080	16,112,200
Preference shares		0
Additional paid-in capital		(4,958,004)	(5,507,118)
Retained earnings (Accumulated deficit)		(10,579,921)	(10,604,921)
Total shareholders' deficit		$ (15,538,080)	$ (16,112,200)
Shares of Class A ordinary shares subject to redemption		1,553,808	1,611,220
Shares of Class A ordinary shares		(1,553,808)	(1,611,220)
Supplemental disclosure of noncash financing activities:
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]
Common Stock		$ (155)	$ (161)
Supplemental disclosure of noncash financing activities:
Basic and diluted weighted average shares outstanding		(10,808,895)
Basic and diluted earnings per share		$ 0.01
Adjustment [Member] \| Common Class B [Member]
Supplemental disclosure of noncash financing activities:
Weighted average number of Class B ordinary shares - basic		40
Basic net income per share, Class B		$ 0
Weighted average number of Class B ordinary shares - diluted		340,156
Diluted net income per share, Class B		$ 0
As Restated [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total assets		$ 139,869,628	140,276,800
Total liabilities		12,407,701	13,388,996
Class A ordinary shares subject to redemption at $10.00 per share		138,000,000	138,000,000
Preference shares		0
Retained earnings (Accumulated deficit)		(10,538,468)	(11,112,591)
Total shareholders' deficit		(10,538,073)	(11,112,196)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit		$ 139,869,628	$ 140,276,800
Shares of Class A ordinary shares subject to redemption		13,800,000	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		0
Net income (loss)		41,453
As Restated [Member] \| Common Class A [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common Stock		$ 50	$ 50
Supplemental disclosure of noncash financing activities:
Basic and diluted weighted average shares outstanding		3,492,105
Basic and diluted earnings per share		$ 0.01
As Restated [Member] \| Common Class B [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common Stock		$ 345	$ 345
Supplemental disclosure of noncash financing activities:
Weighted average number of Class B ordinary shares - basic		3,109,884
Basic net income per share, Class B		$ 0.01
Weighted average number of Class B ordinary shares - diluted		3,450,000
Diluted net income per share, Class B		$ 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 Accoun_4

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	Dec. 11, 2020	Dec. 31, 2020	Sep. 30, 2021
Accounting Policies [Line Items]
Term of restricted investments		185 days
Net asset value		$ 1
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 Accoun_5

Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income Per Share (Detail)	3 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
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 - Addit

Initial Public Offering - Additional Information (Detail) - USD ($)	Dec. 11, 2020	Dec. 31, 2020
Initial Public Offering [Line Items]
Sale of stock issue price per share	$ 10
Proceeds from initial public offer	$ 138,000,000	$ 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

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
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
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 - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)	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
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
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 -

Commitments and Contingencies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions	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

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
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
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 Subje_3

Class A Ordinary Shares Subject To Possible Redemption - Summary Of Class A Ordinary Shares Subject To Possible Redemption (Detail) - USD ($)	Dec. 11, 2020	Dec. 31, 2020
Temporary Equity [Line Items]
Gross proceeds	$ 138,000,000	$ 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

Class A Ordinary Shares Subje_4

Class A Ordinary Shares Subject To Possible Redemption - Additional Information (Detail)	Dec. 31, 2020shares
Redeemable Noncontrolling Interest [Line Items]
Temporary Equity, Shares Outstanding	13,800,000
Common Class A [Member]
Redeemable Noncontrolling Interest [Line Items]
Temporary Equity, Shares Outstanding	13,800,000
Temporary Equity Shares Subject To Possible Redemption	14,301,000

Shareholders' Deficit - Additio

Shareholders' Deficit - Additional Information (Detail) - $ / shares	Dec. 31, 2020	Dec. 11, 2020	Dec. 08, 2020	Dec. 07, 2020	Oct. 07, 2020
Class of Stock [Line Items]
Preferred stock shares authorized	1,000,000
Preferred stock par or stated value per share	$ 0.0001
Preferred stock shares issued	0
Preferred stock shares outstanding	0
Temporary equity par or stated value per share	$ 0.0001
Temporary equity shares outstanding	13,800,000
Percent of shares convertible	20.00%
Common Class A [Member]
Class of Stock [Line Items]
Temporary Equity, Shares Authorized	479,000,000
Temporary equity par or stated value per share	$ 0.0001
Common stock shares issued including temporary equity	14,301,000
Temporary equity shares outstanding	13,800,000
Common stock shares authorized	479,000,000
Common stock par or stated value per share	$ 0.0001
Common stock shares issued	501,000
Common stock shares outstanding	501,000
Common Class B [Member]
Class of Stock [Line Items]
Common stock shares authorized	20,000,000
Common stock par or stated value per share	$ 0.0001
Common stock shares issued	3,450,000				2,875,000
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%
Number of shares no longer subject to forfeiture		450,000

Fair Value Measurements - Summa

Fair Value Measurements - Summary Of Quantitative Information Regarding Fair Value Measurements (Detail) - Fair Value, Recurring [Member]	Dec. 31, 2020USD ($)
Fair Value, Inputs, Level 1 [Member] \| Derivative Warrant Liabilities [Member]
Liabilities:
Derivative warrant liabilities	$ 0
Fair Value, Inputs, Level 1 [Member] \| Cash Held In Trust Account [Member]
Assets:
Cash held in Trust Account	138,000,851
Fair Value, Inputs, Level 2 [Member] \| Derivative Warrant Liabilities [Member]
Liabilities:
Derivative warrant liabilities	0
Fair Value, Inputs, Level 2 [Member] \| Cash Held In Trust Account [Member]
Assets:
Cash held in Trust Account	0
Fair Value, Inputs, Level 3 [Member] \| Derivative Warrant Liabilities [Member]
Liabilities:
Derivative warrant liabilities	7,341,180
Fair Value, Inputs, Level 3 [Member] \| Cash Held In Trust Account [Member]
Assets:
Cash held in Trust Account	$ 0

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail)	3 Months Ended
Fair Value Measurements - Additional Information (Detail)	Dec. 31, 2020USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Change in fair value of derivative warrant liabilities	$ 0.6
Fair Value, Inputs, Level 1, 2 and 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Transfers between levels	$ 0

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of Fair Value Measurements Inputs For The Company's Warrants (Detail)	Dec. 31, 2020yr	Dec. 11, 2020yr
Expected term to Business Combination [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
MeasureWarrants and Rights Outstandingment Input	1	1
Fair Value, Inputs, Level 3 [Member] \| Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
MeasureWarrants and Rights Outstandingment Input	21	23
Fair Value, Inputs, Level 3 [Member] \| Stock price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
MeasureWarrants and Rights Outstandingment Input	10.38	10.30
Fair Value, Inputs, Level 3 [Member] \| Risk-free rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
MeasureWarrants and Rights Outstandingment Input	0.51	0.50
Fair Value, Inputs, Level 3 [Member] \| Dividend yield [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
MeasureWarrants and Rights Outstandingment Input	0	0

Fair value measurements - Sum_3

Fair value measurements - Summary of Changes In The Fair Value of Warrant Liabilities (Detail)	3 Months Ended
	Dec. 31, 2020USD ($)
Disclosure Of Change In The Fair Value Of The Derivative Warrant Liabilities [Line Items]
Derivative warrant liabilities, Beginning	$ 0
Issuance of Public and Private Warrants	7,960,890
Change in fair value of derivative warrant liabilities	(619,710)
Derivative warrant liabilities, Ending	$ 7,341,180